TORONTO, ONTARIO--(Marketwired - Sept. 21, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
NorthWest Healthcare Properties Real Estate Investment Trust ("NorthWest" or the "REIT") (TSX:NWH.UN) announced today a public offering, on a "bought deal" basis, of $50 million principal amount of convertible unsecured subordinated debentures, at a price of $1,000 per debenture, with an interest rate of 5.50% per annum, payable semi-annually on the last day of April 30 and October 31 commencing on April 30, 2016 (the "Debentures"). The Debentures will mature on October 31, 2020.
The offering is being made through a syndicate of underwriters led by BMO Capital Markets and RBC Capital Markets.
The REIT has also granted the underwriters the option to purchase up to $7.5 million principal amount of additional Debentures at a price of $1,000 per Debenture to cover over-allotments, exercisable in whole or in part anytime up to 30 days following closing of the offering.
The Debentures will be convertible at the holder's option into units of the REIT at a conversion price of $11.25 per unit. The debentures will not be redeemable prior to October 31, 2018. From October 31, 2018 to October 31, 2019, the Debentures may be redeemed in whole or in part from time to time at the REIT's option, at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the units on the Toronto Stock Exchange for the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price. From October 31, 2019 onward, the Debentures will be redeemable at the option of the REIT, in whole or in part, at a redemption price equal to par plus accrued and unpaid interest.
NorthWest intends to use the net proceeds of the offering to repay existing indebtedness and for general trust purposes, thus improving its cost of debt and debt maturity profile without increasing its overall leverage.
The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange, and is expected to close on or about October 9, 2015.
The Debentures will be offered by way of a short form prospectus in all of the provinces and territories of Canada and may also be offered by way of private placement in the United States.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About NorthWest Healthcare Properties Real Estate Investment Trust
NorthWest Healthcare Properties Real Estate Investment Trust (TSX:NWH.UN) is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT provides investors with access to a portfolio of high quality international healthcare real estate infrastructure comprised of interests in a diversified portfolio of 123 income-producing properties and 8.0 million square feet of gross leasable area located throughout major markets in Canada, Brazil, Germany, Australia and New Zealand. The REIT's portfolio of medical office buildings, clinics, and hospitals is characterized by long term indexed leases and stable occupancies. With a fully integrated and aligned senior management team, the REIT leverages over 180 professionals across 9 offices in 5 countries to serve as a long term real estate partner to leading healthcare operators.
This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements about the offering and proposed use of proceeds thereof. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the risk that the offering will not be completed on the terms proposed, or at all. The statements in this news release are made as of the date of this release. Although the REIT believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. A discussion of the risk factors applicable to the REIT is contained under the heading "Risk Factors" in the REIT's annual information form dated March 10, 2015 and joint management information circular dated April 7, 2015, copies of which each may be obtained on the SEDAR website at www.sedar.com.