Mainstreet Health Investments Inc. Announces Filing of Final Prospectus
/NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, MAY 26, 2016 – Mainstreet Health Investments Inc. (“Mainstreet” or the “Corporation”) (TSXV:HLP.U) today announced that it has filed a final prospectus (the “Final Prospectus”) with the securities authorities in all provinces and territories of Canada with respect to its previously announced offering (the “Offering”) of common shares (the “Common Shares”). The Common Shares will be issued at a price of US$10.00 per Common Share. Gross proceeds of the Offering will be US$95,000,000.
The Offering is being underwritten by a syndicate of underwriters led by BMO Capital Markets, CIBC Capital Markets and National Bank Financial Inc. The underwriters have been granted an overallotment option (the “Overallotment Option”), exercisable at any time up to 30 days following closing of the Offering, to purchase up to an additional 1,425,000 Common Shares, which, if exercised in full, will increase the total gross proceeds of the Offering to US$109,250,000.
The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the Common Shares under the symbol “HLP.U”, subject to fulfilling all of the requirements of the TSX.
The majority of the net proceeds from the Offering will be used by the Corporation to acquire, directly and indirectly, 13 seniors housing and care properties. Any remaining net proceeds, including from the exercise of the Overallotment Option, will be used to repay financing on one of the Corporation’s properties, to provide mezzanine financing, fund capital improvement projects or for working capital purposes.
The Corporation intends to declare and pay monthly dividends in the estimated amount of US$0.06139 per Common Share. Dividends will be declared and paid to the holders of Common Shares of record as at the close of business on the last business day of each month. The first dividend will be paid on July 15, 2016 in the estimated amount of US$0.05729 for the period from closing of the Offering to June 30, 2016.
The securities offered pursuant to the Offering have not and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. State securities laws and may not be offered or sold, directly or indirectly, within the United States or its territories or possessions or to or for the account of any U.S. person (as defined in Regulation S under the U.S. Securities Act) other than pursuant to an available exemption from the registration requirements of the U.S. Securities Act and in compliance with U.S. State securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any such securities within the United States, or its territories or possessions, or to or for the account of any U.S. person.
About Mainstreet Health Investments Inc.
Following closing of the Offering and the acquisition of the properties described in the Final Prospectus, it is anticipated that Mainstreet Health Investments Inc. will indirectly own 24 seniors housing and care properties in the states of Illinois, New York, Pennsylvania, Kansas and Indiana. The properties will be leased to experienced tenant operators under triple net operating leases. On closing of the Offering, it is anticipated that Mainstreet’s common shares will be listed on the Toronto Stock Exchange and continue to trade under the symbol HLP.U. For more information visit www.mainstreethealthinvestments.com.
Caution Regarding Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends”, “goal” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the proposed offering of shares, the completion of the acquisition of the properties and the mezzanine financing, the payment of dividends and the proposed closing of the Offering. The forward-looking statements and information are based on certain key expectations and assumptions made by Mainstreet, including that the conditions to closing of each of the acquisition of the properties, the mezzanine financing, and the Offering will be satisfied or waived. Although Mainstreet believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Mainstreet can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, Mainstreet not obtaining regulatory approval for one or more of the transactions, Mainstreet not being able to assume the financing for the acquisition of the properties and the conditions to the acquisition of the properties, the mezzanine financing and the Offering not being satisfied or waived. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward looking information for anything other than its intended purpose. Mainstreet undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX-V nor any securities regulatory authority has in any way passed upon the merits of the Offering described in this press release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE Mainstreet Health Investments Inc.
For further information: Investors: Mr. Randy Henry, Director – Investor Relations, 1-317-582-6971, firstname.lastname@example.org; Media: Ms. Ashley Mattox, Communications Manager, email@example.com