Park Lawn Corporation Announces $125 Million Bought Deal Offering and Successful Completion of Cress Funeral Service Acquisit...
01 April 2019 - 9:37PM
Expands U.S. operations into Wisconsin with
acquisition of 8 funeral homes and 2 crematoria
Park Lawn Corporation (TSX: PLC) (“
PLC” or the
“
Company”) is pleased to announce that it has
entered into an agreement with a syndicate of underwriters (the
“
Underwriters”) co-led by National Bank Financial
Inc., CIBC Capital Markets and Cormark Securities Inc. to issue
4,874,000 common shares (the “
Common Shares”) at a
price of $25.65 per Common Share, on a bought deal basis, for
gross proceeds of approximately $125 million. (the
“
Offering”). The Company has also granted the
Underwriters an option to purchase up to an additional 731,100
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 Offering will be used
to repay the Company’s outstanding indebtedness under its credit
facility, to fund the Company’s ongoing growth initiatives, and for
general corporate purposes.
The Common Shares will be offered pursuant to a
short-form prospectus to be filed in each of the provinces of
Canada, which will describe the terms of the Offering. The Offering
is expected to close on or about April 23, 2019 and is subject to
certain conditions including, but not limited to, the receipt of
all regulatory approvals including the approval of the Toronto
Stock Exchange.
Concurrently with the announcement of the
Offering, PLC is also pleased to announce that it has completed its
previously announced acquisition of all the outstanding equity of
Cress Funeral Service, Inc. (“Cress Funeral
Service”), an 8-location funeral business in Madison,
Wisconsin for a purchase price of approximately US$20.3 million,
subject to customary working capital adjustments (the
“Acquisition”).
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 CorporationPLC
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).
PLC and its subsidiaries own and operate businesses including
cemeteries, crematoria, funeral homes, chapels, planning offices
and a transfer service. PLC has a North American wide platform with
operations in five Canadian provinces and thirteen U.S. states.
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 PLC 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”, “pro-forma” and other similar
expressions. These statements are based on PLC’s expectations,
estimates, forecasts and projections and include, without
limitation, statements regarding the completion of the Offering,
the proposed use of proceeds of the Offering, PLC’s continued
growth strategy, the anticipated effect of the Offering on the
performance of PLC, the expected purchase price multiple of the
Acquisition and the impact of the Acquisition on PLC’s business.
The forward-looking statements in this news release are based on
certain assumptions, including without limitation that all
conditions to completion of the Offering will be satisfied or
waived, those regarding present and future business strategies, the
environment in which PLC will operate in the future, expected
revenues, expansion plans, the impact of the Acquisition on PLC’s
business, and PLC’s ability to achieve its goals. Forward-looking
statements 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 risk that the Offering will not
be completed and the factors discussed under the heading “Risk
Factors” in PLC’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, 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
Andrew ClarkChairman & Chief Executive
Officer(416) 231-1462
Joseph LeederChief Financial Officer &
Director(416) 231-1462
Suzanne Cowan VP, Business Development &
Corporate Affairs scowan@parklawncorp.com(416) 231-1462
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