Distinct Infrastructure Group Inc. announced that it has acquired all of the issued and outstanding securities of Crown Utilities Ltd. for an aggregate purchase price of $17 million, refinanced its existing credit facility with Royal Bank of Canada and closed a $10 million brokered private placement offering of common shares.
The Company announced that it has finalized an amended and expanded senior secured credit facility with its existing lender, the RBC. The Facility is in the form of a $30 million revolving line of credit and a $20 million term loan, with an aggregate amount of $50 million. Commercial terms on the Facility are not materially different then the Company's existing debt agreement with RBC. The Facility will be used to pay a portion of the cash component of the Purchase Price. The balance of the Facility will be used for the general working capital purposes and to finance the continued growth of the Company's business
Crown specializes in the installation of utility services in Winnipeg and across Manitoba, and provides situational and complete turn-key services for commercial, industrial, and residential projects. Crown currently attributes a significant percentage of revenue from the province's largest utility provider. Crown is a provincial leader in the installation of shallow utilities: directional drilling, hydrovac excavation, ploughing, transmission lines/regulator stations, engineering and design/build.
The Purchase Price was satisfied through the payment of $13 million in cash and the issuance of an aggregate of 2,962,963 common shares ("Consideration Shares") in the capital of the Company at a deemed value of $1.35 per Consideration Share, half of which will be subject to the statutory four month hold period and the balance will be restricted from trading until December 31, 2018. The Consideration Shares are subject to a statutory four-month hold period, expiring on March 22, 2018. The Acquisition is subject to customary post-closing working capital adjustments and Crown was acquired on a debt-free basis. The Company also paid a finder's fee in the aggregate amount of $135,000 to an arm's length third party.