– Macquarie Power & Infrastructure Income
Fund (TSX: MPT.UN; MPT.DB.A – “MPT” or the “Fund”) today announced that
Leisureworld Senior Care Corporation (“Leisureworld”) has filed a final prospectus with the
Canadian securities regulatory authorities in relation to the initial public offering (“IPO”) of
common shares of Leisureworld.
Leisureworld will issue 19,020,000 common shares at a price of $10 per share. The IPO is
expected to generate total gross proceeds of approximately $190 million. With the proceeds of
the offering, Leisureworld intends to pay the expenses of the offering, including underwriting
commissions, of approximately $14 million, repay approximately $62 million of Leisureworld’s
debt, and to acquire approximately 95% of the ownership interests in Leisureworld Senior Care
LP and Leisureworld Senior Care GP Inc. (collectively, “LSCLP”) from their current owner,
Macquarie Long Term Care LP (“MLTCLP”). MPT and Macquarie International Infrastructure
Fund Limited (“MIIFL”) indirectly own approximately 45% and 55%, respectively, of the
economic interest of MLTCLP. The balance of the ownership interests in LSCLP will be
acquired by Leisureworld in consideration for the issuance of a promissory note to MLTCLP,
repayable on the terms described below.
The underwriters have also been granted an over-allotment option, exercisable in whole or in
part for a period of 30 days, to purchase up to an additional 958,649 common shares of
Leisureworld. The net proceeds from the exercise of the over-allotment option will be used by
Leisureworld to repay the promissory note issued to MLTCLP. In the event that the overallotment
option is not exercised in full by the underwriters, MLTCLP will be issued a specified
number of common shares of Leisureworld based on the IPO price in satisfaction of
Leisureworld’s obligations under the promissory note. Assuming the over-allotment option is
exercised in full, MPT expects to receive net proceeds from the sale of its indirect interest in
LSCLP of approximately $55 million. Under the acquisition agreement between MLTCLP and
Leisureworld, MLTCLP will be required to retain approximately $12 million as a holdback
amount, covering MLTCLP’s indemnification obligations under the agreement, until March 31,
The closing is scheduled for March 23, 2010, subject to customary closing conditions, at which
time the common shares of Leisureworld will commence trading on the Toronto Stock
Exchange under the symbol “LW”. Based on the IPO price, Leisureworld’s market
capitalization will be approximately $200 million.
The offering is being made through a syndicate of underwriters led by TD Securities Inc.,
Macquarie Capital Markets Canada Ltd.1 and RBC Capital Markets, and including BMO Nesbitt
Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc.,
Brookfield Financial Corp., and Genuity Capital Markets.
Further information regarding the offering is contained in Leisureworld’s final prospectus,
which is available on SEDAR at www.sedar.com.
1 Macquarie Capital Markets Canada Ltd. is a wholly-owned subsidiary of Macquarie Group Limited and is an affiliate
of Macquarie Power Management Ltd., the administrator of the Fund.
Macquarie Power & Infrastructure Income Fund is not an authorised deposit taking institution for the purposes of the Banking
Act (Cth) 1959 and Macquarie Power & Infrastructure Income Fund’s obligations do not represent deposits or other liabilities
of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of
the obligations of Macquarie Power & Infrastructure Income Fund.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any
securities of Leisureworld in any jurisdiction in which such offer, solicitation of sale would be
unlawful. These securities have not been 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 in the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or
pursuant to an exemption therefrom. Any public offering of the securities in the United States
may only be made by means of a prospectus containing detailed information about
Leisureworld and its management as well as financial statements.
About Macquarie Power & Infrastructure Income Fund
Macquarie Power & Infrastructure Income Fund invests in essential infrastructure assets in
North America with an emphasis on power infrastructure. MPT’s strategy is to acquire and
actively manage a diverse, high quality portfolio of infrastructure assets to improve their
financial performance and provide growing and sustainable distributions to unitholders. MPT’s
portfolio includes investments in gas cogeneration, wind, hydro and biomass power generating
facilities, representing approximately 350 MW of installed capacity, and a 45% interest in
Leisureworld Senior Care LP, a leading provider of long-term care, or social infrastructure, in
Ontario. MPT is managed by an affiliate of Macquarie Group Limited. Please visit
www.macquarie.com/mpt for additional information.
Certain of the statements contained in this news release are forward-looking statements and are provided for the
purpose of presenting information about management's current expectations and plans relating to the future and
readers are cautioned that such statements may not be appropriate for other purposes. These statements use
forward-looking words, such as “will”, “intend”, “expect”, “schedule” or other similar words and include, among other
things, statements relating to the size and use of proceeds of the IPO and related over-allotment option granted to the
underwriters, structuring and payment for the balance of the ownership interests in LSCLP, funds to be received by
MPT in connection with the IPO, and the timing of closing of the IPO. These statements are subject to significant
known and unknown risks and uncertainties that may cause actual results or events to differ materially from those
expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or
results. The forward-looking statements in this news release are based on information currently available and what
MPT currently believes are reasonable assumptions, including that the marketing of the IPO will be successful,
required regulatory approvals will be obtained, that the other conditions to closing of the IPO will be met and that IPO
will be completed as planned. Although MPT believes that it has a reasonable basis for the expectations reflected in
these forward-looking statements, actual results may differ significantly from those suggested by the forward-looking
statements for various reasons, including risks related to: Leisureworld’s business; the IPO; and other risk factors
discussed in the prospectus filed by Leisureworld with the Canadian securities regulatory authorities in relation to the
IPO. 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 MPT as at the date of this news release and speak
only as at the date of this news release. MPT does not undertake any obligation to publicly update or revise any
forward-looking statements except as may be required by applicable law.