Sienna Senior Living Inc. ("
Sienna" or the
"
Company") (TSX: SIA) announced today that it has
entered into an agreement to acquire a portfolio of four continuing
care homes in Alberta, consisting of 540 suites in the Calgary
Metropolitan Region, Edmonton, Fort Saskatchewan and Medicine Hat
(the
"Portfolio" or
"Acquisition") for an aggregate purchase price of
$181.6M.
- High
quality portfolio built to the highest building standards
with an average age of less than three years;
-
Immediate scale in the highly attractive Alberta
continuing care segment with strong supply/demand
fundamentals;
-
Government funding for 100% of care services from
the Alberta Health Services (“AHS”);
- High
occupancy with three of the four properties exceeding 98%
and one property currently in lease-up;
-
Immediately accretive to Operating Funds From
Operations ("OFFO") and Adjusted Funds From
Operations ("AFFO") per common share subsequent to
closing of the Acquisition;
-
Acquisition at a discount to replacement
value;
-
Investment yield expected to be approximately 6.5%
during the first year of operations, with opportunity for
additional growth.
"We are excited to expand our operations in
Alberta, one of Canada’s fastest growing provinces, welcome new
team members and serve the residents and families of Albertans,”
said Nitin Jain, President and Chief Executive Officer of Sienna.
"This acquisition helps us increase our national footprint and
further enhance the size, quality and geographic reach of Sienna’s
operating platform."
Description of the
Acquisition
The Portfolio presents a compelling expansion
opportunity for Sienna in Alberta, adding new, high-quality
properties to the Company’s senior housing portfolio in Western
Canada, and further diversifying its portfolio. As Sienna’s first
acquisition in Alberta, it not only provides immediate scale, but
also establishes a platform for further expansion opportunities in
a desirable growth market in Canada. The Portfolio comprises 540
suites and is strategically located in vibrant, growing
communities, benefitting from favourable supply/demand fundamentals
in their respective markets.
Occupancy of the Portfolio, excluding one
community currently in lease-up, exceeds 98%, with net operating
income (“NOI”) expected to be stabilized within the first year of
operations.
With an average age of less than three years,
the Portfolio offers contemporary senior living accommodations with
extensive care and services offerings, reflecting the changing
needs of seniors. The Portfolio falls under the Continuing Care
Home Type B (formerly Designated Supportive Living 4) & Type B
Secure Space (formerly Designated Supportive Living 4 Dementia)
segment and will be classified as part of Sienna’s long term care
segment.
The following table summarizes key information about the
Portfolio:
Property |
Market |
Completed |
# of Suites |
Occupancy |
|
|
|
Type B |
Type B Secure Space |
Total |
|
Airdrie Care Community |
Calgary Metropolitan Region, AB |
Q2 2022 |
90 |
36 |
126 |
100.0% |
Shasta Care Community |
Edmonton, AB |
Q4 2022 |
72 |
90 |
162 |
100.0% |
Fort Saskatchewan Care Community |
Fort Saskatchewan, AB |
Q3 2023 |
72 |
54 |
126 |
98.4% |
Medicine Hat Care Community |
Medicine Hat, AB |
Q3 2023 |
90 |
36 |
126 |
84.1% |
Total |
|
|
324 |
216 |
540 |
95.9% |
Strong Alberta Senior Housing
Fundamentals
- Strong
Supply/Demand Fundamentals – New supply of senior living
accommodations has not kept pace with growing demand as a result of
the aging baby boomer generation, which is accelerating the growth
of Alberta’s senior population. Wait lists and wait times for
continuing care homes in Alberta continue to grow.
-
Business-Friendly Province for Investment and
Growth – Alberta is an attractive destination for
investments and in-migration due to the province’s strong economy,
low tax rates and highly skilled workforce.
-
Government Funding - Care needs of residents in
Alberta are determined by a health professional and fully funded by
the Alberta Government. Services include 24-hour care, assistance
with daily activities, medication management, meals, social and
recreational activities, and access to medical services. With
respect to accommodation, residents are responsible for covering
their accommodation payment, which is adjusted annually for
inflation.
Compelling Economics and Attractive
Financial Returns
The Acquisition will enhance the size, quality
and geographic reach of Sienna's long-term care portfolio,
increasing the number of the Company’s bed/suite count across its
long-term care platform by approximately 8%, and further
solidifying the Company's position as the leading diversified
senior living provider in Canada.
The Portfolio’s net operating income (“NOI”) is
expected to be stabilized within the first year of operations and
is accretive to AFFO and OFFO. Sienna expects the Acquisition to
generate an approximate 6.5% investment yield in the first twelve
months of operations following the closing of the transaction, with
opportunity for additional growth, including further synergies from
potential expansion in Western Canada.
Purchase Price and Acquisition
Financing
The gross purchase price for the Portfolio is
$181.6 million, subject to certain adjustments, including an
additional contingent payment of up to $4 million, if certain
performance targets are achieved prior to March 2026. The
Acquisition is financed through the assumption of approximately
$150 million of CMHC debt with a weighted average interest rate of
approximately 4.6% and a remaining average term of approximately
4.7 years. The balance is financed with the proceeds from Sienna’s
recent equity raise.
Acquisition Closing
Completion of the Acquisition is subject to
customary closing conditions for transactions of this nature,
including the receipt of all necessary regulatory approvals,
including the approvals from the relevant health authorities in
Alberta. Sienna expects the completion of the Acquisition to occur
in early 2025.
Advisors
Torys LLP is acting as legal advisor and TD
Securities Inc. is acting as financial advisor to Sienna in
connection with the Acquisition. Newmark Canada is acting as
financial advisor to the vendor.
About Sienna Senior Living
Sienna Senior Living Inc. (TSX:SIA) offers a
full range of senior living options, including independent living,
assisted living and memory care under its Aspira retirement brand,
long-term care, and specialized programs and services. Sienna’s
approximately 12,500 employees are passionate about cultivating
happiness in daily life. For more information, please visit
www.siennaliving.ca.
Forward-Looking Statements
This news release contains forward-looking
information based on management’s current expectations, estimates
and projections about the future results, performance,
achievements, prospects or opportunities for Sienna.
Forward-looking statements include: the successful closing of the
Acquisition and the timing thereof; that NOI is expected to be
stabilized within the first year of operations; the expected
benefits of the Acquisition to Sienna shareholders, including that
the Acquisition is anticipated to be accretive to the Company’s
OFFO and AFFO per common share, that the Acquisition is expected to
generate an approximate 6.5% investment yield in the first twelve
months of operations following closing, and expected future growth.
Forward-looking statements are based upon a number of assumptions
and are subject to a number of known and unknown risks and
uncertainties, many of which are beyond our control, and that could
cause actual results to differ materially from those that are
disclosed in or implied by such forward-looking statements.
The forward-looking statements in this news
release are based on information currently available and what
management currently believes are reasonable assumptions, including
the funding of continuing care homes by government entities.
Material factors or assumptions that were applied to drawing a
conclusion or making an estimate set out in forward-looking
statements include: the views of management of Sienna regarding
current and anticipated market conditions; expected government
priorities and spending; absence of material changes to government
and environmental regulations affecting Sienna’s operations;
management’s views as to demographic trends; the successful
completion of the Acquisition and the financing thereof, and the
financial and operating attributes of Sienna and the Acquisition as
at the date hereof.
Although management believes that it has a
reasonable basis for the expectations reflected in these
forward-looking statements, actual results may differ from those
suggested by the forward-looking statements for various reasons.
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 Sienna as at the date of this news
release and speak only as at the date of this news release. Sienna
does not undertake any obligation to publicly update or revise any
forward-looking statements except as may be required by applicable
law.
There can be no assurance that forward-looking
information will prove to be accurate, as actual results could
differ materially from those expected, estimated or implied by such
statements. Accordingly, readers should not place undue reliance on
forward-looking information. Risk factors are more fully described
in the "Risk Factors" section of Sienna’s most recent management’s
discussion and analysis, and in materials filed with the securities
regulatory authorities in Canada from time to time, including, but
not limited to, the Company’s most recent annual information
form.
Non-IFRS Measures
Certain terms used in this news release, such as
OFFO per common share, AFFO per common share and NOI, are not
measures defined under International Financial Reporting Standards
(“IFRS”) and do not have standardized meanings
prescribed by IFRS. OFFO, AFFO and NOI should not be construed as
alternatives to “net income (loss) from continuing operations” or
“cash flow from operating activities” determined in accordance with
IFRS as indicators of the Company’s performance. The Company’s
method of calculating OFFO, AFFO and NOI may differ from other
issuers’ methods and accordingly, these measures may not be
comparable to measures used by other issuers. The Company believes
that NOI and OFFO are useful in the assessment of its operating
performance, and AFFO is a relevant measure of its ability to earn
cash and pay dividends on its common shares. The definitions of
these non-IFRS measures and an example of the reconciliation of
OFFO, AFFO and NOI to the most directly comparable IFRS measure are
provided in the Company’s most recent management’s discussion and
analysis.
FOR FURTHER INFORMATION, PLEASE
CONTACT:
David HungChief Financial Officer and Executive Vice
President(905) 489-0258david.hung@siennaliving.ca
Nancy WebbSenior Vice President, Public Affairs and
Marketing(905) 489-0788nancy.webb@siennaliving.ca
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