People Corporation
TSX VENTURE : PEO

People Corporation

April 13, 2016 13:47 ET

BPA Financial Group Limited and People Corporation Join Forces

Combination establishes one of Canada's leading benefits administration and consulting businesses

TORONTO, ONTARIO--(Marketwired - April 13, 2016) - People Corporation (TSX VENTURE:PEO) ("People" or the "Company") announced today that BPA Financial Group Limited ("BPA"), one of Canada's preeminent independent full service national benefit and pension administration and consulting firms, is partnering with the People Corporation group of companies.

Highlights of the transaction include:

  • BPA and People combined firm positioned as one of Canada's premier independent Third Party Administration (TPA) businesses, serving clients across the country
  • Combined firm now serves approximately 1,000,000 Canadians coast to coast with enhanced ability to invest in best-in-class products, services and technology in the group benefits and pension administration and human resources consulting sectors
  • Combined firm now provides group benefit, group retirement and HR consulting solutions to more than 5,000 organizations across Canada through its professional staff of over 600 personnel
  • BPA's principals to retain ongoing ownership position in the business and together with BPA key management and staff will bring their significant experience and expertise providing for continuity in business operations
  • The transaction will be immediately accretive to EBITDA per share

Established in 1958, with offices located throughout Ontario and Eastern Canada, BPA Financial Group Limited provides group benefit and pension administration, consulting and claims management services to a number of major organizations in Canada. Consistent with People Corporation's other partner companies, BPA will continue to operate on a stand-alone business basis, but will leverage the advantages of being part of the People Corporation family to enhance its client offerings. The BPA principals, together with the management and staff that support them, will continue to be the primary operators of the business after the closing of the transaction. Through this transaction, People Corporation is significantly enhancing its national footprint and capability, particularly in the Eastern Canadian market.

BPA's principals, David Harvey, Joseph Jaseliunas, Jeffrey Baldwin, Christian McNeill and Leonard Tompkins (the "Principals"), and their staff bring significant experience in the group benefits and pension sector, and have used their deep knowledge and expertise to grow BPA into one of the prominent benefit administration and consulting firms in the Canadian marketplace. In addition to providing quality consulting advice, they have developed unique capabilities as a Third Party Administration service provider. As a result, BPA has established a reputation for excellence with its client base.

"The association of BPA Financial Group Limited with People Corporation represents a very important milestone in our history and significantly enhances our scale and overall capabilities" commented Mr. Laurie Goldberg, Chairman and CEO of People Corporation. "BPA's leadership and management bench strength, technical expertise and market presence in the TPA business is very impressive and the increased scale of the combined firms will further enable us to attract and retain top talent as well as invest in and develop innovative products and services with best-in-class technology." Mr. Goldberg added, "The excellent reputation, deep capability and high quality of BPA's professional management and staff partnered with a large, well-capitalized, national organization such as ours provides the combined organizations with a significant competitive advantage. We are very proud to be associated with such a highly respected and successful organization."

David Harvey, CEO and President of BPA Financial Group Limited commented, "As one of Canada's well known and established benefits firms, we wanted to partner with a like-minded and client focused national benefits organization that shares our vision, values and commitment to providing exceptional products, services and advice to our clients. Working together with People Corporation ensures that our very capable management and staff will continue to manage and participate in the future success of the business and enhance our deep and long standing client relationships. We look forward to continuing to provide our clients with superior advice and service, and access to an expanded array of solutions that best meets their needs."

The Company has purchased 100% of the voting shares of BPA. Based on the exercise by the Principals of the options referred to below, this represents a 67% economic interest in BPA for a purchase price of $18.7 million, subject to adjustment for working capital. The purchase price is comprised of a payment of $18.2 million paid at closing and a payment of $0.5 million payable in September 2018. The closing purchase price was funded by a draw of $18.2 million on the Company's expanded senior credit facility (see Credit Facility section following). The additional $0.5 million that will be paid in September 2018 is expected to be paid from available cash resources at that time.

In addition, the Company and BPA have entered into an agreement with the Principals whereby they have the option to obtain, in aggregate, up to a 33% economic interest in BPA through ownership of non- voting, non-cumulative, subordinate, dividend-bearing shares of BPA ("special shares"), which for certain of the Principals have been made available to them by way of options to purchase such shares at a nominal price, which options vest over a period of four and a half years following the closing date. The special shares may, in the future, be acquired by the Company, or sold by the holders to the Company, on pre-negotiated terms.

On a combined basis the People Corporation group of companies, through over 600 professionals across Canada, now provides group benefit, group retirement and human resources consulting and administration services to approximately 1,000,000 Canadians. With approximately $1.3 billion in annual benefit premiums, People Corporation is now firmly positioned as one of the premier firms in the Canadian group benefits, group retirement and human resources consulting industry.

People Credit Facility Expansion and Extension

In conjunction with this acquisition, People Corporation's senior lender, Canadian Imperial Bank of Commerce, has expanded the size of the Company's credit facility and has extended its term, providing the Company with increased flexibility and positioning it to continue to execute on the transaction-based component of its growth strategy.

The senior credit facility has been increased by $26.2 million to a total of $61.2 million, an increase over the current facility of $35.0 million. The amended credit facility consists of a $5.0 million revolving facility (the "Revolving Credit Facility"), a $22.2 million term loan (the "Term Loan"), and a $34.0 million revolving acquisition facility (the "Acquisition Revolver") for a total of $61.2 million of credit capacity. In addition, the expanded facility provides for an option (the "Accordion Feature"), subject to the satisfaction of certain terms and conditions, to increase the Acquisition Revolver by an additional $15.0 million of capacity, which would result in the size of the Acquisition Revolver being increased to $49.0 million, and overall credit capacity being increased to $76.2 million. In conjunction with the facility expansion, the term of the facility has also been extended to October 31, 2019.

Upon the closing of the acquisition, the Company has $40.2 million drawn on the credit facility, comprised of $22.2 million under the Term Loan and $18.0 million on the Acquisition Revolver. No funds have been drawn on the Revolving Credit Facility. This leaves the Company with $21.0 million of unused credit capacity, which could be further increased to $36.0 million with full use of the Accordion Feature. The Company currently has cash balances of $7 million.

About People Corporation

People Corporation is a national provider of group benefits, group retirement and human resource services. People has offices across Canada; each led by a team of experts and backed by the resources of a national company that is traded on the TSX-V. People's industry experts provide uniquely valuable insight while customizing People's innovative suite of services to the specific needs of its clients. Whatever your sector, whatever your scale, putting our expertise and proven track record to work will make a difference to your people and your bottom line.

Further information is available at www.peoplecorporation.com.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws, such as information concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Use of words such as "may", "will", "expect", "believe", or other words of similar effect may indicate forward-looking information including the impact of that transaction on the Company's earnings and cash flow, and the anticipated benefits of the transaction. This information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in the Company's publicly filed documents (which are available on SEDAR at www.sedar.com). Those risks and uncertainties include: the Company's ability to maintain profitability and manage growth; strong competition from other advisors and changes in the current legislation that could result in significant competition from the banking industry; failure of information systems and technology; dependence on key clients; seasonality of revenues and the resulting possible impairment on working capital; reliance on key professionals; additional financing may be required and may not be available under terms favourable to the Company; there can be no assurance that any suitable future acquisition will be available to the Company or that, if available, the terms of the acquisition will be favourable to the Company; and a change in general economic conditions. Many of these risks and uncertainties can affect the Company's actual results and could cause the Company's actual results to differ materially from those expressed or implied in any forward-looking information made by the Company or on its behalf. Given these risks and uncertainties, investors should not place undue reliance on forward looking information as a prediction of actual results. All forward-looking information in this news release is qualified by these cautionary statements. This information is made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward looking information, whether as a result of new information, future events or otherwise. Additionally, the Company does not undertake any obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities.

Non-IFRS Financial Measures

EBITDA and EBITDA per share are not recognized measures under International Financial Reporting Standards ("IFRS"). Management believes that in addition to revenue, net income and cash flows, the supplemental measures of EBITDA and EBITDA per share are useful as they provide investors with an indication of earnings from operations before debt management and non-recurring and other adjustments. Investors should be cautioned, however, that EBITDA and EBITDA per share should not be construed as an alternative to net income determined in accordance with IFRS as an indicator of the Company's performance. The Company's method of calculating these measures may differ from other public issuers and, accordingly, may not be comparable to similar measures used by other issuers. For a detailed explanation of how the Company's non-IFRS measures are calculated, please refer to the Company's MD&A filing for the three months ended November 30, 2015, which can be accessed via the SEDAR Website (www.sedar.com).

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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