Mainstreet Health Investments Inc. Announces Filing of Amended and Restated Preliminary Prospectus
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TORONTO, MAY 9, 2016 – Mainstreet Health Investments Inc. (“Mainstreet” or the “Corporation”) (TSXV:HLP.U) today announced that it has filed an amended and restated preliminary prospectus (the “Amended Preliminary Prospectus”) with the securities authorities in all provinces and territories of Canada with respect to its previously announced proposed offering (the “Offering”) of its common shares (the “Common Shares”). The offering will be made on a marketed underwritten basis through a syndicate of underwriters led by BMO Capital Markets, CIBC Capital Markets and National Bank Financial Inc.
Immediately prior to closing of the Offering, the outstanding Common Shares and non-voting common shares of the Corporation will be consolidated on the basis of one post-consolidation Common Share for every 250 pre-consolidation Common Shares and one post-consolidation non-voting common share for every 250 pre-consolidation non-voting common shares (the “Consolidation”). The Amended Preliminary Prospectus discloses that it is anticipated that the Offering price will be between US$10.00 and US$11.00 per Common Share on a post-Consolidation basis (which is the equivalent of between US$0.04 and US$0.044 on a pre-Consolidation basis) for gross proceeds of approximately US$95 million.
The net proceeds from the Offering are expected to be used by the Corporation to fund (i) a portion of the acquisition cost of thirteen properties to be acquired by the Corporation (collectively, the “Properties”), (ii) the redemption of preferred shares in the capital of the Corporation’s subsidiary and the repayment of funds borrowed, in each case, in connection with the acquisition, on April 29, 2016, of a property located in Hanover Park, Illinois for a purchase price of approximately US$34.1 million (excluding transaction costs), (iii) mezzanine financing to Mainstreet Investment Company, LLC and its affiliates in the amounts of approximately US$2.6 million and US$2.5 million to fund certain costs in connection with the development of two seniors housing and care facilities located in Houston, Texas (the “Mezzanine Financing”), and (iv) identified capital improvement projects. For more information on the Offering, the Properties and the Mezzanine Financing, including conditions to closing the acquisitions of the Properties and the funding of the Mezzanine Financing, please see the Amended Preliminary Prospectus, which is available on Mainstreet’s profile on SEDAR (www.sedar.com).
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.
Trading of the Common Shares is expected to resume on May 11, 2016.
About Mainstreet Health Investments Inc.
Mainstreet Health Investments Inc. owns 11 seniors housing and care properties in the state of Illinois. The properties are leased to an experienced tenant operator under a fifteen year, triple net master lease. Mainstreet’s common shares are listed on the TSX Venture Exchange and 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 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 undertake 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 Reverse Takeover 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: Mr. Randy Henry, Director – Investor Relations, 1-317-582-6971, firstname.lastname@example.org