Greenbrook TMS completes acquisition of Success TMS

Torys acted as counsel to Greenbrook with a team led by Michael Horwitz and that includes David Chaikof, Ilana Pearl, Alastair Smith and Sebastian Gorlewski (corporate/M&A), Robbie Leibel, Chris Bornhorst and Jude Gee (Canadian and U.S. securities), Peter Keenan, David Mattingly, Michele Lu and Christopher Saki (tax). Torys also advised Greenbrook on its concurrent debt financing with Madryn and its affiliates with a team that included Darien Leung and Winnie Hu (debt financing).

On July 14, 2022, Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook”) announced the closing of its previously announced acquisition of Check Five LLC, doing business as “Success TMS” (“Success TMS”).

Pursuant to the purchase agreement, Greenbrook, through its wholly-owned U.S. subsidiary, TMS NeuroHealth Centers Inc., acquired all of the issued and outstanding equity interests in Success TMS from its parent company, Success Behavioral Holdings, LLC. As consideration for the purchase of Success TMS, its direct and indirect owners received, in the aggregate, 8,725,995 common shares of Greenbrook, and an additional 2,908,665 consideration shares (held back and deposited with an escrow agent), to be released to Benjamin Klein or Greenbrook, as applicable, upon satisfaction of customary working capital and certain other adjustments, including to satisfy any indemnity claims against the seller parties.

In conjunction with the acquisition, Greenbrook also announced that it and its subsidiaries entered into a credit agreement for a US$75 million secured credit facility with Madryn Asset Management, LP (“Madryn”) and its affiliated entities. The facility provides Greenbrook with immediate access of up to US$55 million in term loans and the potential to access up to an additional US$20 million in loans exclusively for expansion purposes.

Further information can be found on Business Wire’s website.

Success TMS, a Delaware limited liability company, is one of the largest providers of Transcranial Magnetic Stimulation (“TMS”) therapy in the United States, with 47 active locations throughout Florida, Pennsylvania, Illinois, New Jersey, Nevada and Wisconsin.

Greenbrook is a leading provider of TMS therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation