Community First Solutions Acquires Montage Mason, with Sims Advising on the Associated Financing
“The HJ Sims team has taken time over the last few years to really understand our organization’s desire to grow and has pointed us to multiple opportunities. They also found us a great banking partner that not only helped fund our IL expansion project but was also ready and able to quickly provide acquisition financing in order for us to win a competitive bidding process for this acquisition against for profit suitors. The HJ team’s expertise in financing transactions is excellent, but even more than that they are great partners that have helped us achieve several large initiatives from our strategic plan.”
– Brian Krause, CFO, Community First Solutions”
Established in 1918, Community First Solutions (“CFS”) is rated ‘A-‘ by Fitch Ratings and is based out of Butler County, Ohio and provides a broad continuum of quality services to meet the diverse health and wellness needs of more than 30,000 clients throughout the region. Prior to the acquisition, CFS owned and operated two senior living communities: Berkeley Square Retirement Center, Westover Retirement Community, along with Jamestowne Inpatient and Outpatient Rehab, all located in Hamilton, Ohio. Sims was engaged as a financial advisor and derivatives advisor for the transaction following a successful expansion financing completed at the beginning of 2023.
Recognizing CFS’s appetite to grow as an organization, an important consideration in selecting a lender for the expansion financing completed in early 2023 was their excess capacity to provide incremental capital as acquisition and affiliation opportunities arise. Following initial submission of a letter of intent, Sims moved quickly with Old National Bank to confirm their ability to provide the acquisition financing for what is now known as Montage Mason, located in Mason, Ohio. In addition, Sims worked with CFS and bond counsel to ensure all of the financing could be completed on a tax-exempt basis.
Recognizing the highly confidential nature of the acquisition process, the financing team successfully navigated seller-imposed restrictions on public-facing information, contracting the time available to complete the issuing authority process required to borrow on a tax-exempt basis. HJ Sims’ typical approach includes development of backup plans to be able to provide certainty of execution, of heightened importance in an acquisition financing. In this case, Sims was prepared to pivot to a line of credit structure to be taken out with tax-exempt financing if there were unanticipated delays in the issuer process outside of the team’s control.
While many lenders in the sector are sidelined to varying degrees, CFS’s continued strong financial results supports continued investment from ONB at competitive terms. While the Community is currently stabilized, CFS will have a 1-year interest-only period to support a smooth transition of operations, followed by 30-year amortization. In addition, certain terms of the financing were synced with the prior transaction with the future refinancing event in mind. Sims and the financing team achieved all of this in lockstep with the acquisition process.
CFS, HJ Sims, and Old National Bank closed the $21.6 million financing concurrently with the acquisition of the Community on January 26, 2023, structured as tax-exempt direct placement bonds. In addition, CFS entered into an interest rate swap effective immediately, resulting in an all-in interest rate for CFS of approximately 4.45%.
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