CHANG PISTILLI & Simmons and Minter Ellison are acting on the restructure of retirement village group Primelife Corporation, which will become the Babcock & Brown Communities Group (BBCG) — the largest ASX-listed entity purely operating retirement villages and aged-care facilities.
BBCG will be a stapled structure externally managed by Babcock & Brown and valued at $1.8 billion.
Under the restructure, Primelife will acquire the balance of 74.7 per cent of PrimeLiving Trust and Babcock & Brown’s 55 per cent interest in the development joint-venture and enter into a management agreement with Babcock & Brown.
The creation of BBCG is dependent on a capital raising of $300—$475 million and the acquisition of additional aged-care and retirement assets. It is underwritten for $375 million.
According to Primelife, the total stapled securities on issue following the capital raising will be at least 493.3 million and up to a maximum of 648.5 million resulting in an implied market capitalisation of $567—$742 million.
CP&S, which is advising Babcock & Brown, said the capital raising will involve five different offer categories: institutional, retail broker firm, Babcock & Brown foundation, a “priority offer” for Primelife shareholders and noteholders as well as an offer to eligible employees and residents of the entities that will comprise BBCG.
Minter Ellison’s team advising Primelife is being led by Bart Oude Vrielink, and includes Sudharshan Senathirajah and Alberto Colla.
Peter Velez of Watson Mangioni, assisted by Judith Strong, is also providing advice to Primelife in relation to the matters affecting Primelife noteholders.
The capital raising includes a main offer to selected individuals and entities, domestic institutional investors and selected overseas institutional investors and selected brokers; a priority offer to eligible Primelife shareholders and eligible Primelife noteholders; and a resident and employee offer to eligible residents of BBCG villages and BBCG employees.
Offers excluding institutional investors close on 20 July. Institutional offers open and close on 25 July, with all securities expected to be trading by 13 August.
Current Primelife shareholders will hold 38 per cent of the new structure, Babcock & Brown 10 per cent, BBCG stapled securities holders 48 per cent and MFS Ltd 4 per cent.
BBCG will hold 44 retirement villages and 17 aged-care facilities across Australia and New Zealand, with over 6,200 retirement village units and 941 aged care-beds, and land to build a further 2,000 retirement villages and 171 aged-care beds over the next six years.