Enercare Inc (TSX: ECI) has closed a public offering of subscription receipts to help fund its buy of Service Experts, a U.S. heating, ventilating, and air conditioning (HVAC) services and repairs provider. Enercare raised gross proceeds of about $239.8 million for the previously-announced deal, which will see the Toronto-based company acquire Service Experts for US$340.75 million. Based in Dallas, Texas, Service Experts, a.k.a. SEHAC Holdings Corp, has been backed by U.S. private equity firm American Capital since 2013.
Enercare Completes $239.8 Million Bought Deal Offering of Subscription Receipts Underwriters Exercise in Full Over-Allotment Option
TORONTO, ON –(Marketwired – March 30, 2016) –
Enercare Inc. (TSX: ECI) (“Enercare”), one of Canada’s largest home and commercial services and energy solutions companies, announced today that it has completed its previously announced public offering (the “Offering”) of subscription receipts (the “Subscription Receipts”). The Offering, which raised gross proceeds of approximately $239.8 million, was underwritten on a bought deal basis by a syndicate of underwriters co-led by National Bank Financial Inc. and TD Securities Inc. and included RBC Dominion Securities Inc., Scotia Capital Inc., Desjardins Securities Inc. and Goldman Sachs Canada Inc. A total of 15,725,600 Subscription Receipts (which included 1,429,600 Subscription Receipts sold as a result of the exercise in full of the over-allotment option by the underwriters) were sold at a price of $15.25 per Subscription Receipt (the “Offering Price”).
Once the net proceeds from the Offering are released from escrow by the subscription receipt agent, the majority of such proceeds will be used by Enercare to finance, in part, the previously announced acquisition, through a merger with SEHAC Holdings Corporation (“Service Experts”), by an indirect wholly-owned subsidiary of Enercare (the “Transaction”) pursuant to a merger agreement dated as of March 7, 2016 between, among others, Enercare Solutions Inc. and Service Experts (the “Merger Agreement”).
Each Subscription Receipt represents the right of the holder to receive, upon the satisfaction or waiver of the closing conditions contained in the Merger Agreement, without payment of additional consideration, one common share of Enercare (a “Common Share”) plus an amount per Common Share equal to the amount per Common Share of any dividends for which record dates have occurred during the period from the closing date of the Offering to the date immediately preceding the closing date of the Transaction, less any withholding taxes, if any.
In addition to the Subscription Receipts issued pursuant to the Offering, the Chief Executive Officer and certain other officers of Service Experts subscribed for an aggregate of approximately $1.6 million of Subscription Receipts at the Offering Price on a private placement basis (the “Concurrent Private Placement”). The Subscription Receipts (and the underlying Common Shares) issued in the Concurrent Private Placement are subject to a contractual hold period of six months from closing of the Concurrent Private Placement.
The Subscription Receipts will commence trading today on the Toronto Stock Exchange under the symbol “ECI.R”.
The Transaction is expected to close in the second quarter of 2016 and is subject to customary closing conditions, including antitrust and competition approvals in the United States and Canada, respectively. The Transaction is not subject to any due diligence or financing conditions.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States, Canada or in any other jurisdiction where such offer is unlawful.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). Statements other than statements of historical fact contained in this news release may be forward-looking statements, including, without limitation, management’s expectations, intentions and beliefs concerning anticipated future events, results, circumstances, economic performance or expectations with respect to Enercare, including Enercare’s business operations, business strategy and financial condition. Forward-looking statements may include words such as “estimates”, “will”, and “expects”, although not all forward-looking information contains these words. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed in Enercare’s most recently filed Management’s Discussion and Analysis and in its current Annual Information Form. These forward-looking statements are subject to change as a result of new information, future events or other circumstances in which case they will only be updated by Enercare where required by law. All forward-looking statements in this press release are made as of the date hereof and are qualified by these cautionary statements.
About Enercare Inc.
Enercare is headquartered in Toronto, Ontario and publicly traded on the Toronto Stock Exchange (TSX: ECI). As one of Canada’s largest home and commercial services and energy solutions companies with approximately 1,000 employees, the Company provides water heaters, furnaces, air conditioners and other HVAC rental products, plumbing services, protection plans and related services to more than 1.2 million customers. Enercare is also the largest non-utility sub-meter provider, with electricity, water, thermal and gas metering contracts for condominium and apartment suites in Ontario, Alberta and elsewhere in Canada, and through its Triacta division, a premier designer and manufacturer of advanced sub-meters and sub-metering solutions.
For more information on Enercare visit enercare.ca. Additional information regarding Enercare is available on SEDAR at www.sedar.com or through Enercare’s investor relations website at www.enercareinc.com or www.enercare.ca.
FOR FURTHER INFORMATION PLEASE CONTACT:
For further information please contact:
Evelyn Sutherland, CFO: 416.649.1860; firstname.lastname@example.org
Photo courtesy of Service Experts