Newsletter logo   Search News     Daily News   

Chartwell Announces Acquisition of Major US Retirement Portfolio for Cdn $400 Million And Update to Its Acquisition of Horizon Bay Management


MISSISSAUGA, ONTARIO - (CCNMatthews - March 29, 2007) -

PRESS RELEASE NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Chartwell Seniors Housing Real Estate Investment Trust (TSX:CSH.UN) announced today that it would be acquiring a 100% interest in a high quality portfolio of twenty-four freehold and two leasehold interests in retirement communities aggregating 2,374 suites located in strong markets throughout the southern United States.

The total cost of the transaction will be approximately Cdn $400 million, before closing and mortgage defeasance costs, which will be partially financed with approximately Cdn $270 million of mortgage financing with an average term of 10 years at an average interest rate of approximately 5.75%. Closing of this acquisition is expected on April 30, 2007 and is subject only to normal closing conditions.

Also today, Chartwell announced that it had arranged with a syndicate of underwriters led by RBC Capital Markets Inc. a Cdn $275 million issuance of trust units and convertible debentures on a bought deal basis. This financing is expected to be completed on April 20, 2007.

The properties are being acquired from Merrill Gardens L.L.C., one of the most respected names in seniors housing in North America. The majority of the facilities were built within the last ten years, and they are modern, attractive and incorporate the latest services and innovations in seniors care. With the exception of one facility, all are licensed residences and are almost exclusively private pay. Approximately 70% of the resident profile is Independent Living, allowing for residents to age in place through the provision of additional services as required.

The seniors communities being acquired are well-situated in high demand markets, such as Texas and Florida, and have experienced very strong and stable occupancies in excess of 95% over the last five years. Existing staff at the residences will remain in place, while the overall portfolio, except those properties located in Alabama, will be managed by Horizon Bay Chartwell, Chartwell's joint venture property management entity in the US market.

"We are extremely pleased to be acquiring this well-positioned and high quality portfolio," commented Stephen Suske, Vice Chair and Co-CEO. "Like Chartwell, Merrill Gardens' strong reputation has been built on delivering superior care and service to residents. Their vision and operating culture mirrors the values adopted by everyone at Chartwell, and we look forward to continuing this tradition of excellence going forward."

"The transaction brings a number of significant benefits to our Unitholders," Mr. Suske continued. "The acquisition strengthens our US platform with a solid presence in several major markets in the United States. With this acquisition, our US properties will grow to a total of 13,009 suites in 79 facilities, in 16 states and will comprise 35% of our total North American portfolio. With our recently increased ownership position in Horizon Bay Chartwell to an effective 74.5% interest, we will receive a larger stream of sustainable fee revenues from the properties, while the increased concentration in regions where we already own properties, will generate enhanced economies of scale, increased purchasing power and operating synergies."

"We are also pleased to be entering into a new business relationship with the proven, highly successful and reputable management team at Merrill Gardens, and look forward to working with them on potential transactions in the future," added Robert Ezer, President and Co-CEO. "This acquisition with the other acquisitions announced year-to-date are expected to add approximately $0.03 per unit in FFO in 2007, increasing in 2008 after the integration of the Merrill properties is complete."


Details of the portfolio being acquired are as follows:

Owned Properties - 24
---------------------------------------------------------------------------
Facility         Location     IL     RH     AL  Total      Occupancy   Year
 Name                     Suites Suites Suites Suites (as of 3/16/07) Built
---------------------------------------------------------------------------
Merrill     
 Gardens
 at           Albertville,
 Albertville           AL     30     16     21     67             97%  1999
Merrill
 Gardens
 at Florence Florence, AL     38     21     10     69             99%  1999
Merrill
 Gardens at
 Northport  Northport, AL     44     24     10     78             90%  1999
Merrill
 Gardens
 at Apache         Apache
 Junction    Junction, AZ     80     43      0    123             89%  1999
Merrill
 Gardens
 at Chandler Chandler, AZ     57     31      0     88             97%  1999
Merrill
 Gardens at
 Altamonte      Altamonte
 Springs      Springs, FL     62     33      0     95            100%  1999
Merrill
 Gardens
 at Lutz         Lutz, FL     55     30      0     85            100%  2000
Merrill
 Gardens
 at Orange        Orange
 City            City, FL     55     29      0     84             92%  1997
Merrill
 Gardens
 at Port St.      Port St.
 Lucie          Lucie, FL     49     27      6     82            100%  1999
Merrill
 Gardens
 at Sarasota Sarasota, FL     95     51      0    146             85%  1994
Merrill
 Gardens
 at Tamarac   Tamarac, FL     62     33      0     95             95%  2000
Merrill
 Gardens
 at Vero            Vero
 Beach          Beach, FL     68     36      0    104            100%  2001
Merrill
 Gardens at    Carrollton,
 Carrollton            GA     45     24      0     69            100%  1999
Merrill
 Gardens
 at Rome         Rome, GA     45     24      0     69            100%  1999
Merrill
 Gardens
 at Bossier       Bossier
 City            City, LA     47     26     11     84             96%  1999
Merrill
 Gardens
 at Ten Oaks   Lawton, OK     53     28     19    100             90%  1989
Merrill
 Gardens
 at The
 Parkview     Memphis, TN     83     45      0    128             94%  1924
Merrill
 Gardens
 at Graham     Graham, TX     37     20     11     68            100%  1984
Merrill
 Gardens
 at Grand           Grand
 Prairie      Prairie, TX     55     30      0     85            100%  1997
Merrill
 Gardens
 at N.
 Richland     N. Richland
 Hills          Hills, TX     68     37      0    105             86%  1998
Merrill
 Gardens
 at Round
 Rock          Austin, TX     37     20     11     68             99%  1999
Merrill
 Gardens
 at San       San Antonio,
 Antonio               TX     59     31     22    112             96%  1997
Merrill
 Gardens
 at San
 Marcos    San Marcos, TX     37     20     11     68            100%  1998
Merrill
 Gardens
 at Wichita       Wichita
 Falls          Falls, TX     45     24      0     69            100%  1997
---------------------------------------------------------------------------
Totals                     1,306    703    132  2,141             95%
---------------------------------------------------------------------------


Leased Properties - 2
---------------------------------------------------------------------------
Facility         Location     IL     RH     AL  Total      Occupancy
 Name                     Suites Suites Suites Suites (as of 3/16/07)
---------------------------------------------------------------------------
Merrill
 Gardens at    Clearwater,
 Clearwater            FL     50     27     19     96             98%  2000
Merrill
 Gardens
 at Lake        Altamonte
 Orienta      Springs, FL     75     41     21    137            100%  2000
---------------------------------------------------------------------------
Totals                       125     68     40    233             99%
---------------------------------------------------------------------------
Grand
 Totals - 26               1,431    771    172  2,374             95%
---------------------------------------------------------------------------


With the completion of this transaction, and others announced subsequent to
the 2006 year-end, Chartwell's portfolio will continue to be well balanced
geographically and by level of care:

--------------------------------------------------------------
--------------------------------------------------------------
Portfolio by Geography                   Owned or  Percentage
                                   Managed Suites
--------------------------------------------------------------
Ontario (GTA)                               4,960          13%
Ontario (West)                              3,903          10%
Ontario (East)                              1,964           5%
Ontario (North)                             1,834           5%
Total Ontario                              12,661          33%
Quebec                                      8,201          22%
Atlantic Canada                               104           -
British Columbia                            2,894           8%
Alberta                                       773           2%
Saskatchewan                                  157           -
Total Canada                               24,790          65%
United States                              13,009          35%
--------------------------------------------------------------
Total Portfolio                            37,799         100%
--------------------------------------------------------------
--------------------------------------------------------------

--------------------------------------------------------------
--------------------------------------------------------------
Portfolio by Level of Care               Owned or  Percentage
                                   Managed Suites
--------------------------------------------------------------
Independent Living                         19,528          52%
Light Care Retirement Home                  6,430          17%
Full Care Retirement Home                   3,793          10%
Assisted Living                             2,270           6%
Long Term Care                              5,778          15%
--------------------------------------------------------------
Total Portfolio                            37,799         100%
--------------------------------------------------------------
--------------------------------------------------------------

--------------------------------------------------------------
--------------------------------------------------------------
Total Portfolio                            Suites  Percentage
--------------------------------------------------------------
Canada:
 Owned beds / suites                       15,472          41%
 Managed beds / suites                      2,715           7%
 Beds / suites in development or            6,603          17%
  lease up
Total                                      24,790          65%
United States
 Owned beds / suites                        7,036          19%
 Managed and leased beds / suites           5,973          16%
Total                                      13,009          35%
--------------------------------------------------------------
Total Portfolio                            37,799         100%
--------------------------------------------------------------
--------------------------------------------------------------

Chartwell was advised on this acquisition by Mel Gamzon, President, Senior Housing Investment Advisors, based in Fort Lauderdale, Florida.

Additional information on this acquisition can be obtained in the Investor Relations section of Chartwell's web site at www.chartwellreit.ca under the Merrill Gardens tab.

Horizon Bay Acquisition Update

As previously announced on January 1, 2007, Chartwell acquired a 49% interest in Horizon Bay Management ("HBM"), a leading US seniors' housing management company. Through this interest, Chartwell acquired a leasehold interest in 26 properties and an interest in management contracts pertaining to HBM's management of these 26 leased properties, which includes 5,740 mainly independent and assisted living suites under management (80% IL and 20% private pay AL).

The operating lease payments that HBM is contractually obligated to make with respect to these 26 leasehold properties escalate at a rate of approximately 3.35% per annum over the 12.4 year weighted average term of the respective leases. Chartwell anticipates that the revenue growth from these leased interests will be in excess of the contractual lease payment increases of approximately 3.35% per annum.

Canadian GAAP requires that Chartwell records a monthly lease expense at an amount equal to the average monthly lease payment, which it is contractually obligated to pay over the term of the leases ("Straight-line Basis"). Recording operating lease expenses on a Straight-line Basis will result in an expense which is greater than the lease payments actually being paid in the first six years of the term of the leases. For the final 6.4 years of the leases, this will result in an expense which is less than the lease payment actually being paid. Therefore, net income as reported in Chartwell's financial statements and its funds from operations ("FFO"), as defined by REALpac and which is based on GAAP net income, will also be less during these first six years than would have resulted had the leases not been accounted for on a Straight-line Basis. It is estimated that the Straight-line Basis accounting treatment will result in a reduction to Chartwell's 2007 FFO per unit of approximately $0.08 -0.10 per Unit (based on the fully diluted number of units outstanding after the announced issue).

Chartwell's cash flow from operations as recorded in its consolidated financial statements, and its adjusted funds from operations ("AFFO") (which is based on cash flow), will not be affected by recording operating lease expenses on a Straight-line Basis.

The REIT industry has been moving away from reporting distributable income ("DI") to reporting FFO and providing information to unitholders so that AFFO could be easily determined. Chartwell has been considering changing its reporting measure for some time now and as a result of the GAAP requirement to record lease expenses on a Straight-line Basis, Chartwell has decided to move to reporting AFFO as it believes that it is the most meaningful and definitive measure of cash flow and financial performance for a public REIT. Chartwell believes that besides being appropriate for the REIT to report AFFO, it will put Chartwell at the leading edge of industry standards.

Chartwell is a growth-oriented investment trust owning and managing a complete spectrum of seniors housing communities. It is now the largest participant in the Canadian seniors housing business with a substantial and growing presence in the United States. Chartwell will capitalize on the strong demographic trends present in its markets to grow internally and through accretive acquisitions. Chartwell also has an exclusive option to purchase stabilized communities from Spectrum Seniors Housing Development LP, Canada's largest and fastest growing seniors housing development company.

Chartwell's Distribution Reinvestment Plan (DRIP) allows Unitholders to have their monthly cash distributions used to purchase Trust Units without incurring commission or brokerage fees, and receive bonus Units equal to 3% of their monthly cash distributions. More information can be obtained at www.chartwellreit.ca.

This press release contains forward-looking statements that reflect the current expectations of management of Chartwell and Chartwell Master Care LP ("Master LP") (Master LP together with its general partner and subsidiaries, the "Operator") about the future results, performance, achievements, prospects or opportunities for Chartwell, the Operator and the seniors housing industry. Chartwell has tried to identify these forward-looking statements relating to its general affairs as well as for statements concerning the completion of any proposed transaction, intended financing arrangement and the effects on Chartwell of such acquisitions and financings as a result thereof by using words such as "may", "will", "expect", "anticipate", "believe", "intend", "plan", "estimate", "potentially" and similar expressions. Such forward-looking statements necessarily involve known and unknown risks and uncertainties that may cause Chartwell or the Operator or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risks related to: business risks; real property ownership and lack of diversity; geographic concentration; continued growth; acquisition and development; competition; debt financing; mezzanine financing; environmental liabilities; US/Canadian exchange rate fluctuations; government regulations; operations in the United States; joint venture interests; liability and insurance; personnel costs; labour relations; conflicts of interest; management contracts; availability of cash flows; the redemption right of Unitholders; accounting guidelines; dilution; nature of Units; Unitholder liability; market for Units and Unit price; matters affecting trading prices of convertible debentures; credit risk and prior ranking indebtedness; absence of covenant protection; and tax, including changes to tax laws. There can be no assurance that the expectations of management of Chartwell will prove to be correct.

Website: www.chartwellreit.ca

Tags: ,Real Estate and Construction,Residential Real Estate,TAKEOVERS/ LETTER of INTENT
 

Be Interviewed today



newsletter logo

NewsBlaze Editors

NewsBlaze Writers


Sponsor Links:

Writers Wanted
Help NewsBlaze provide daily news, including top stories, Home and Garden, Technology, The Environment and more. NewsBlaze Writer
Relevant Sites:
NewsBlaze 
Copyright © 2004-2010 NewsBlaze LLC
Use of this website is subject to our Terms of Service and Privacy Policy       Support    Press Room