Park Lawn Shareholders to Receive Consideration of $26.50 Per Share in Cash
TORONTO, ON / ACCESSWIRE / June 3, 2024 / Park Lawn Corporation (TSX:PLC)(TSX:PLC.U) ("Park Lawn" or "PLC") today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with Viridian Acquisition Inc. (the "Purchaser"), an affiliate of Homesteaders Life Company ("Homesteaders") and Birch Hill Equity Partners Management Inc. ("Birch Hill" and together with Homesteaders, the "Purchaser Group"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of Park Lawn (the "Shares" and each, a "Share") for a price of $26.50 per Share (the "Consideration") in an all-cash transaction valued at approximately $1.2 billion, including Park Lawn's net debt (the "Transaction").
The Consideration represents a 62.1% premium to the closing price of the Shares on the Toronto Stock Exchange ("TSX") on June 3, 2024, being the last trading day prior to the announcement of the Transaction, and a 56.4% premium to the 20‐day volume weighted average trading price per Share on the TSX for the period ending June 3, 2024.
The board of directors of Park Lawn (the "Board"), having received a unanimous recommendation from a special committee comprised solely of independent directors of Park Lawn (the "Special Committee") and after receiving outside legal and financial advice, has unanimously determined that the Transaction is in the best interests of Park Lawn and is fair to shareholders of Park Lawn (the "Shareholders") and unanimously recommends that Shareholders vote in favour of the Transaction. In making their respective determinations, the Board and the Special Committee considered, among other factors, the oral fairness opinion of National Bank Financial Inc. ("National Bank Financial") to the effect that, as of June 3, 2024, subject to the assumptions, limitations and qualifications contained therein, the Consideration to be received by the Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders. A copy of the fairness opinion of National Bank Financial will be included in the management information circular (the "Information Circular") to be filed and mailed to Shareholders in connection with the special meeting of Shareholders (the "Meeting") to be called to approve the Transaction.
John Nies, Chair of the Special Committee, said, "We have concluded that this transaction is in the best interests of Park Lawn and fair to our shareholders. With a view to maximizing shareholder value, we conducted a thorough assessment of the Purchaser Group's proposal as well as other alternatives available to the company, including the status quo. Following a comprehensive assessment and our extensive negotiations with Homesteaders and Birch Hill, we are pleased to have reached an agreement that provides immediate and fair value to shareholders."
"This Transaction represents tangible recognition of the value and strength of our organization. We are proud of the accomplishments of our team and look forward to partnering with Homesteaders and Birch Hill in a new chapter of Park Lawn where we can continue to execute on our strategic initiatives for the benefit of our stakeholders in the long-term," added Brad Green, Chief Executive Officer of Park Lawn.
"We have confidence in Park Lawn and their team and believe that, in partnership with Birch Hill, we are well positioned to support them through this transition given our mutual commitment to the funeral and cemetery profession," said Steve Shaffer, Homesteaders President, CEO and Board Chair. "Homesteaders' secure, stable financial position enables us to make long-term capital investments to support providers like Park Lawn while maintaining the financial strength that has made us a reliable partner for funeral providers and a safe funding vehicle for our policy owners for 118 years."
Transaction Details
The Transaction will be implemented by way of a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Plan of Arrangement"). Completion of the Transaction is subject to customary conditions, including, among others, court approval, regulatory approvals and the approval of at least two‐thirds of the votes cast by the Shareholders present in person or represented by proxy at the Meeting.
In connection with the Transaction, Park Lawn has determined that its regular quarterly dividend during the pendency of the Transaction will not be declared and Park Lawn's dividend reinvestment plan will be suspended.
In connection with the Transaction, the directors and executive officers of Park Lawn, have entered into voting support agreements (the "Voting Support Agreements") with the Purchaser, pursuant to which they have agreed to, among other things, vote all of their Shares (including any Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Shares) in favour of the Transaction.
The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants of Park Lawn and "fiduciary out" provisions in favour of Park Lawn. In addition, the Arrangement Agreement provides for a termination fee of $28.2 million payable by Park Lawn if it accepts a superior proposal and in certain other specified circumstances, a reverse termination fee of $28.2 million payable by the Purchaser to Park Lawn if it fails to fund the Transaction consideration and in certain other specified circumstances, and a regulatory termination fee of $18.8 million payable by the Purchaser to Park Lawn if specified regulatory approvals are not obtained. Each of Park Lawn and the Purchaser have made customary representations and warranties and covenants in the Arrangement Agreement, including covenants regarding the conduct of Park Lawn's business prior to the closing of the Transaction.
Each of Birch Hill and Homesteaders (together, the "Equity Funding Partners")have provided an equity commitment letter to the Purchaser, pursuant to which the Equity Funding Partners have committed to provide funding for the Transaction (the "Equity Financing Commitment"). Each of the Equity Funding Partners have also provided a limited guarantee in favour of Park Lawn in respect of the reverse termination fee, the regulatory termination fee, as well as certain expense reimbursement, indemnification and enforcement obligations contemplated in the Arrangement Agreement. In addition, the Purchaser has also secured a fully-committed debt financing from BMO Capital Markets (the "Debt Financing Commitment"). The Equity Financing Commitments and Debt Financing Commitment, together with Homesteaders' cash on hand will allow the Purchaser to pay the Consideration and other payments required to be made by the Purchaser in connection with the Transaction.
At closing, Park Lawn's outstanding senior unsecured debentures will be redeemed in accordance with their terms at 102.875% of the outstanding principal amount of such debentures plus accrued and unpaid interest up to the closing date.
Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed in August 2024. Upon closing of the Transaction, it is expected that the Shares will be delisted from the TSX and that Park Lawn will cease to be a reporting issuer under applicable Canadian securities laws.
The foregoing summary is qualified in its entirety by the provisions of the respective documents. Copies of the fairness opinion of National Bank Financial and a description of the various factors considered by the Special Committee and the Board in their determination to approve the Transaction, as well as other relevant background information, will be included in the Information Circular to be sent to the Shareholders in the coming weeks in advance of the Meeting. The Meeting is expected to be held on or about July 29, 2024. Copies of the Information Circular, the Arrangement Agreement, the Plan of Arrangement, the Voting Support Agreements and certain related documents will be filed with the applicable Canadian securities regulators and will be available on SEDAR+ at www.sedarplus.ca.
Advisors
National Bank Financial is acting as financial advisor to the Special Committee. Bennett Jones LLP and Morgan, Lewis & Bockius LLP are acting as legal advisors to the Special Committee and Park Lawn.
BMO Capital Markets is acting as financial advisor to the Purchaser. Torys LLP, Faegre Drinker Biddle & Reath LLP and Paul Weiss Rifkind Wharton & Garrison LLP are acting as legal advisors to Homesteaders. Stikeman Elliott LLP is acting as legal advisor to Birch Hill.
About Park Lawn Corporation:
PLC is the largest publicly traded Canadian-owned funeral, cremation and cemetery provider. PLC and its subsidiaries own and operate businesses including cemeteries, crematoria, funeral homes, chapels and event centers throughout Canada and the United States which provide a full range of services and merchandise to fulfill the desires of individuals and families seeking to honor their loved ones. Products and services can be customized to meet the personal needs of the consumer and are sold on a pre-planned basis (pre-need) or at the time of a death (at-need). PLC operates in three Canadian provinces and seventeen U.S. states. For more information about Park Lawn Corporation, please visit our website at www.parklawncorp.com.
About Homesteaders Life Company:
Homesteaders Life Company, a mutual insurance company based in West Des Moines, Iowa, is a national leader providing products and services to promote and support the funding of advance funeral planning and end-of-life expenses. Homesteaders has an A- (Excellent) rating from AM Best, most recently affirmed in May 2024, and is a trusted, reliable and secure source of end-of-life funding for thousands of funeral professionals and the families they serve.
About Birch Hill Equity Partners:
Birch Hill is a Canadian mid-market private equity firm with a long history of driving growth in its portfolio companies and delivering returns to its investors. Based in Toronto, Birch Hill currently has $5 billion in capital under management. Since 1994, the firm has made 71 investments, with 57 fully realized. Today, Birch Hill's 14 partner companies collectively represent one of Canada's largest corporate entities with over $9 billion in total revenue and more than 30,000 employees.
Cautionary Statement Regarding Forward-Looking Statements
This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect PLC's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this news release include statements regarding the proposed acquisition by the Purchaser of all of the Shares of PLC and the terms thereof, the anticipated date of the Meeting, the anticipated filing of materials on SEDAR+, the expected date of completion of the Transaction, the expectation that the Shares will be delisted from the TSX and that PLC will cease to be a reporting issuer under applicable Canadian securities laws and other statements that are not historical fact.
The forward-looking statements in this news release are based on a number of key expectations and assumptions made by PLC including, without limitation: the Transaction will be completed on the terms currently contemplated, the Transaction will be completed in accordance with the timing currently expected, all conditions to the completion of the Transaction will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Transaction, and assumptions and expectations related to premiums to the trading price of the Shares and returns to the Shareholders. Although the forward-looking statements contained in this news release are based on what PLC's management believes to be reasonable assumptions, PLC cannot assure investors that actual results will be consistent with such statements.
The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Such factors include, among others: the Transaction not being completed in accordance with the terms currently contemplated or the timing currently expected, or at all, expenses incurred by PLC in connection with the Transaction that must be paid by PLC in whole or in part regardless of whether or not the Transaction is completed, the conditions to the Transaction not being satisfied by PLC and the Purchaser, currency fluctuations, disruptions or changes in the credit or security markets, results of operations, and general developments, market and industry conditions. Additional factors are identified in PLC's annual information form for the year ended December 31, 2023 and most recent Management's Discussion and Analysis, each of which is available on SEDAR+ at www.sedarplus.ca.
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Transaction will be completed or that it will be completed on the terms and conditions contemplated in this news release. The proposed Transaction could be modified or terminated in accordance with its terms. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, PLC assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contact Information:
Daniel Millett
Chief Financial Officer
(416) 231-1462, ext. 221
[email protected]
SOURCE: Park Lawn Corporation