Sienna Senior Living Announces New Acquisitions and $75 Million Bought Deal Public Offering of Common Shares
NOT FOR DISTRIBUTION TO THE
“Today’s announcement further underscores our ability to execute on our growth strategy, as we continue to expand our portfolio in
ACQUISITION ACTIVITY
As previously announced on
Sienna announced today that it has entered into an agreement with a related party to purchase the
In addition, Sienna is currently in advanced negotiations to acquire a 50% interest in a newly built, private-pay retirement residence in
The aggregate purchase price for the acquisition of the Retirement Portfolio, Woods Park, and, if a purchase agreement is executed with respect thereto, the Saskatchewan Residence (collectively, the “Acquisitions”) is expected to be approximately
Completion of the Acquisitions is subject to customary closing conditions for transactions of this nature, including the receipt of all necessary regulatory approvals, including approvals from the
ACQUISITION FINANCING
The Acquisitions and related transaction costs are being financed through a combination of: (i) net proceeds of the Offering (as defined below); (ii) an acquisition term loan for up to
Following closing of the Offering and the Acquisitions, and taking into account expected proceeds from the previously announced dispositions of Rideau Retirement Residence and
DESCRIPTION OF THE PUBLIC OFFERING
Sienna has entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by
The Company intends to use the net proceeds of the Offering and any Over-Allotment Option to partially fund the Acquisitions and pay the Company's expenses of the Acquisitions.
On or before
The securities offered pursuant to the Offering have not and will not be registered under the
ABOUT
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking information based on management’s current expectations, estimates and projections about the future results, performance, achievements, prospects or opportunities for Sienna. Forward-looking statements include: the Company's intention to complete the Offering and the timing thereof; the Company’s intention to execute a definitive agreement with respect to the Saskatchewan Residence and the terms, including the purchase price, and the expectation that Sienna will act as manager and earn fees with respect thereto; the successful closing of the Acquisitions and the timing thereof; the expected benefits of the Acquisitions to Sienna shareholders, including that the Acquisitions are anticipated to be accretive to the Company’s OFFO and AFFO per common share; the Acquisition Term Loan; the expected assumption of the existing mortgage on Woods Park; the financing of the Acquisitions through draws on the Company's existing credit facilities; the closing of the sales of Rideau Retirement Residence and
The forward-looking statements in this news release are based on information currently available and what management currently believes are reasonable assumptions, including the funding of long-term care residences by government entities. Material factors or assumptions that were applied to drawing a conclusion or making an estimate set out in forward-looking statements include: Sienna’s expectation of entering into a definitive agreement for the Saskatchewan Residence; the views of management of Sienna regarding current and anticipated market conditions; expected government priorities and spending; absence of material changes to government and environmental regulations affecting Sienna’s operations; management’s views as to demographic trends; Sienna’s ability to maintain good relationships with unionized employees; the ongoing impact and development of the COVID-19 pandemic and related vaccines on Sienna’s operations, business and financial results; the successful completion of the Acquisitions and the financing thereof, including the Offering, and the financial and operating attributes of Sienna and the acquired properties as at the date hereof.
Although management believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons. The assumptions, risks and uncertainties described above are not exhaustive and other events and risk factors could cause actual results to differ materially from the results and events discussed in the forward-looking statements. These forward-looking statements reflect current expectations of Sienna as at the date of this news release and speak only as at the date of this news release. Sienna does not undertake any obligation to publicly update or revise any forward-looking statements except as may be required by applicable law.
There can be no assurance that forward-looking information will prove to be accurate, as actual results could differ materially from those expected, estimated or implied by such statements. Accordingly, readers should not place undue reliance on forward-looking information. Risk factors include, but are not limited to, failure by Sienna to complete the Acquisitions and the Offering on the terms and basis set out herein; failure to achieve the anticipated benefits of the Acquisitions; material adverse impacts and developments in the COVID-19 pandemic; and material shifts in demographic or economic trends. These factors are more fully described, in the “Risk Factors” section of Sienna’s management’s discussion and analysis for the year ended
NON-IFRS MEASURES
Certain terms used in this news release, such as OFFO per common share, AFFO per common share and Debt to Gross Book Value, are not measures defined under International Financial Reporting Standards (“IFRS”) and do not have standardized meanings prescribed by IFRS. OFFO and AFFO should not be construed as alternatives to “net income” or “cash flow from operating activities” determined in accordance with IFRS as indicators of the Company’s performance. The Company’s method of calculating OFFO, AFFO and Debt to Gross Book Value may differ from other issuers’ methods and accordingly, these measures may not be comparable to measures used by other issuers. The Company believes that OFFO is useful in the assessment of its operating performance, AFFO is a relevant measure of its ability to earn cash and pay dividends on its common shares and Debt to Gross Book Value is useful to monitor the Company’s compliance with certain financial covenants. The definitions of these non-IFRS measures and an example of the reconciliation of OFFO and AFFO to the most directly comparable IFRS measure are provided on pages 3, 45 and 48 of the MD&A.
AVAILABILITY OF DOCUMENTS
Copies of Offering-related documents, such as the preliminary short form prospectus, underwriting agreement and marketing materials, will be available on SEDAR (www.sedar.com) as part of the public filings of Sienna.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Chief Financial Officer and Senior Vice President
(905) 489-0254
karen.hon@siennaliving.ca
Senior Vice President, Public Affairs and Marketing
(905) 489-0788
nancy.webb@siennaliving.ca
Source: Sienna Senior Living Inc.