Park Lawn Corporation
TSX : PLC

Park Lawn Corporation

June 07, 2017 15:19 ET

Park Lawn Corporation Agrees to Acquire Saber Management and Announces C$60 Million Bought Deal Offering

Acquisition adds 19 cemeteries and 4 funeral homes in Kentucky, Illinois and Texas and further expands operations in the United States

TORONTO, ONTARIO--(Marketwired - June 7, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Park Lawn Corporation (TSX:PLC) ("PLC" or the "Company") is pleased to announce that it has entered into a definitive agreement to acquire (the "Acquisition") all of the outstanding membership interests of Saber Management, LLC ("Saber") for a purchase price of approximately US$48.75 million in cash, subject to customary working capital adjustments, plus additional consideration of up US$9.75 million in PLC common shares ("Common Shares"). The additional consideration will be held in escrow and be released over a period of three years if certain financial hurdles are met.

In conjunction with the Acquisition, the Company also announced that it has entered into an agreement with National Bank Financial Inc., on behalf of a syndicate of underwriters (the "Underwriters"), to issue, on a bought deal basis, approximately C$60 million of Common Shares to partially finance the Acquisition (the "Offering").

"The acquisition of Saber presents an exciting opportunity for Park Lawn," said Andrew Clark, Chairman and Chief Executive Officer of the PLC. "The Acquisition is in line with our communicated growth strategy and significantly increases our footprint and presence in the U.S. market."

"Saber Management is very proud to become part of the Park Lawn family. The leadership of our company views this as an opportunity to match our sales and marketing skills with the disciplined growth of Park Lawn," said David Sullivan, Chief Executive Officer of Saber. "The blending of our two companies will give our employees a great opportunity and Park Lawn a competitive edge in the market place. We are very enthused about the future."

Completion of the Acquisition, which is expected to occur on or about September 30, 2017, is subject to the satisfaction or waiver of certain closing conditions, including, among other things, third party consents and approvals.

Acquisition Highlights

  • Continues to accelerate PLC's growth strategy, while increasing its scale in the U.S. market.
  • Significantly increases PLC's revenue, while providing a business platform with strong operating margins. In the first full year of operations following closing, PLC management expects Saber to generate approximately US$21 million of revenue and US$5.3 million in EBITDA.
  • If Saber achieves the financial hurdles necessary for the payment of the additional consideration, the purchase price multiple will be approximately 8.5x Saber's EBITDA.
  • Significantly increases the number of cemeteries in the Company's portfolio, adds funeral home assets into the U.S. operations and geographically diversifies the Company's U.S. operations.
  • Going forward, Saber's experienced management will join the Company's existing U.S. management team, which will help the Company further execute its growth strategy.
  • Expected to be immediately accretive to adjusted cash flow, as well PLC expects to leverage its operational expertise in integrating Saber's assets to realize cost synergies.

Description of Saber Management

Saber currently owns and operates 19 cemeteries and 4 funeral homes in Kentucky, Illinois and Texas. Today, Saber is a recognized leader in the death care industry in Kentucky, providing approximately 10% of the burials for the state. Saber was established in 1998 by Mr. David Sullivan (CEO and majority owner of Saber), who brings more than 40 years of industry experience with him. The day to day operations, sales and marketing efforts at Saber's locations will continue to be actively managed by Saber's existing team.

Common Share Offering

The Company has reached an agreement with National Bank Financial Inc., on behalf of the Underwriters, to issue 3,158,000 Common Shares at a price of C$19.00 per Common Share, on a bought deal basis, for gross proceeds of approximately C$60 million. The Company has also granted the Underwriters an option to purchase up to an additional 473,700 Common Shares on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after the closing of the Offering (the "Over-Allotment Option").

The net proceeds from the sale of the Common Shares will be used to partially fund the cash portion of the Acquisition.

The Company expects to file a preliminary short form prospectus relating to the Offering on June 13, 2017 and closing of the Offering is expected to occur on or about June 27, 2017. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange. The Common Shares will be offered in each of the provinces of Canada, and if offered in the United States, by way of private placement in accordance with applicable registration exemptions.

The securities offered pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "1933 Act") and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to, or for the account or benefit of, U.S. persons.

About Park Lawn Corporation

Park Lawn Corporation provides goods and services associated with the disposition and memorialization of human remains. Products and services are sold on a pre-planned basis (pre-need) or at the time of a death (at-need). Park Lawn Corporation and its subsidiaries own and operate 65 businesses including cemeteries, crematoria, funeral homes, chapels, planning offices and a transfer service. Park Lawn Corporation operates in Ontario, Quebec, Manitoba, Saskatchewan, British Columbia and Michigan.

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the completion of the Acquisition, the completion of the Offering, the proposed use of proceeds of the Offering, the Company's continued growth strategy, the anticipated effect of the Acquisition and the Offering on the performance of the Company (including the extent to which the Acquisition is accretive to adjusted cash flow) potential cost synergies, Saber's expected revenue, Saber's expected EBITDA and the expected purchase price multiple. The forward-looking statements in this news release are based on certain assumptions, including without limitation that all conditions to completion of the Acquisition and the Offering will be satisfied or waived, Saber's business will continue its current performance, the Company will be able to implement business improvements and cost synergies with respect to Saber's business, the Company will be able to retain key Saber personnel, there will be no unexpected expenses occurring as a result of the Acquisition, and that currency exchange rates remain consistent. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading "Risk Factors" in the Company's annual information form available at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-IFRS Measures

Adjusted cash flow is not a measure recognized under IFRS and does not have a standardized meaning prescribed by IFRS. Such measure is presented in this news release because management of the Company believes that such measure is relevant in interpreting the effect of the Acquisition on the Company. Such measure, as computed by the Company, may differ from similar computations as reported by other similar organizations and, accordingly, may not be comparable to similar measures reported by such other organizations. Please see the Company's most recent management's discussion and analysis for how the Company reconciles such measure to the nearest IFRS measure.

Contact Information

  • Andrew Clark
    Chairman & Chief Executive Officer
    (416) 231-1462

    Joseph Leeder
    Chief Financial Officer & Director
    (416) 231-1462

    Suzanne Cowan
    VP, Business Development & Corporate Affairs
    (416) 231-1462
    scowan@parklawncorp.com