MAINSTREET HEALTH INVESTMENTS INC. ("HLP.U")
BULLETIN TYPE: Prospectus-Share Offering, Property-Asset or Share Purchase Agreement(s), Consolidation, Graduation
BULLETIN DATE: June 1, 2016
TSX Venture Tier 2 Company
Prospectus-Share Offering
Effective May 26, 2016, the final long form prospectus (the "Prospectus") dated May 26, 2016 qualifying the distribution of 9,500,000 common shares (the "Offering") of Mainstreet Health Investment Inc. (the "Company") was accepted by the TSX Venture Exchange (the "Exchange") and filed under Multilateral Instrument 11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut. A receipt for the Prospectus is deemed to be issued by the regulator in each of those jurisdictions.
The Exchange has been advised that closing of the Offering will occur on June 2, 2016, for gross proceeds of US$95,000,000.
Agents: BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Canaccord Genuity Corp., Scotia Capital Inc., TD Securities Inc., Raymond James Ltd., Desjardins Securities Inc. and Echelon Wealth Partners Inc.
Offering: 9,500,000 common shares (post-consolidation)
Share Price: US$10 per common share
Agents' Fees: 6% cash commission on the gross proceeds raised
Greenshoe Option: The Company has granted to the underwriters an option to purchase additional common shares equal to up to 15% of the Offering at a price of US$10 per common share until the close of business on July 4, 2016.
Property-Asset or Share Purchase Agreements
The Exchange has accepted for filing documentation pertaining to the following agreements:
I. The Magnetar Agreement: An Exchange Agreement (the "Magnetar Agreement") among the Company, Mainstreet Health Holdings Inc. ("MHI Holdco") and Magnetar Financial LLC ("Magnetar"), on behalf of certain funds managed by Magnetar (the "Magnetar Funds"). Pursuant to the Magnetar Agreement, the Company shall acquire the shares of MHI Holdco held by the Magnetar Funds as at the date of the Magnetar Agreement (which represent 25% of the issued and outstanding shares of MHI Holdco), as well as the shares of MHI Holdco to be issued to the Magnetar Funds upon conversion of the convertible debentures of MHI Holdco held by the Magnetar Funds. As consideration for the acquisition, the Company shall issue to the Magnetar Funds 11,635,104 post-consolidation common shares.
II. The Topeka Agreement: An Agreement of Purchase and Sale dated April 21, 2016, between Mainstreet Health Holdings, LP ("MHI Partnership"), a subsidiary of the Company, and MS Topeka, LLC, whereby MHI Partnership has agreed to purchase a seniors housing and care property located in Topeka, Kansas (the Topeka Property").
Aggregate consideration for the Topeka Property is US$20,108,699, which will be partially funded through proceeds from the Offering.
III. The Mooresville Agreement: An Agreement of Purchase and Sale dated April 21, 2016, between MHI Partnership and MS Mooresville, LLC, whereby MHI Partnership has agreed to purchase a seniors housing and care property located in Mooresville, Indiana (the "Mooresville Property").
Aggregate consideration for the Mooresville Property is US$15,776,595, which will be partially funded through proceeds from the Offering.
IV. The Chesterton Agreement: An Agreement of Purchase and Sale dated April 21, 2016, between MHI Partnership and MS Chesterton, LLC, whereby MHI Partnership has agreed to purchase a seniors housing and care property located in Chesterton, Indiana (the "Chesterton Property").
Aggregate consideration for the Chesterton Property is US$23,936,161, which will be partially funded through proceeds from the Offering.
V. The Scranton Agreement: An Agreement of Purchase and Sale dated April 21, 2016, among MHI Partnership and several parties, whereby MHI Partnership has agreed to purchase seven (7) seniors housing and care properties located in the state of Pennsylvania (the "Scranton Portfolio").
Aggregate consideration for the Scranton Portfolio is US$29,091,000, which will be partially funded through proceeds from the Offering.
VI. The Hearth Agreement: An Agreement of Purchase and Sale dated March 31, 2016, among Mainstreet Property Group LLC ("Mainstreet LLC") and several parties whereby Mainstreet LLC has agreed to purchase three (3) seniors housing and care properties located in the state of New York (the "Hearth Portfolio").
Aggregate consideration for the Hearth Portfolio is US$50,863,000, which will be partially funded through proceeds from the Offering.
For further details, please refer to the Company's comprehensive news release dated April 22, 2016 and Prospectus dated May 26, 2016.
Consolidation
Pursuant to a special resolution passed by shareholders of the Company on March 30, 2016, the Company has consolidated its capital on a (250) two hundred and fifty old for (1) one new basis. The name of the Company has not been changed.
Graduation
The Exchange has been advised that the Company's common shares will be listed and commence trading on a consolidated basis on the Toronto Stock Exchange effective at the market opening, on Thursday, June 2, 2016, under the symbol "HLP.U".
As a result of this graduation, there will be no further trading under the symbol "HLP.U" on the TSX Venture Exchange after June 1, 2016, and the Company's common shares will be delisted from the TSX Venture Exchange at the commencement of trading on the Toronto Stock Exchange.
Please refer to Original Listing bulletin issued by the Toronto Stock Exchange dated May 31, 2016 for further information.
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