Announcement • Aug 10
Park Lawn Provides Delisting Update Park Lawn Corporation announced the successful completion of its previously-announced plan of arrangement transaction (the "Arrangement") involving Viridian Acquisition Inc. (the "Purchaser"), a wholly-owned subsidiary of Viridian Holdings LP, a limited partnership collectively owned by Homesteaders Life Company ("Homesteaders") and certain funds the general partner of which is Birch Hill Equity Partners Management Inc. ("Birch Hill"). As a result of the completion of the Arrangement, the Common Shares and the 5.75% senior unsecured debentures of Park Lawn (the "Debentures") are expected to be delisted from the Toronto Stock Exchange within two business days of closing. Park Lawn has submitted an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. Announcement • Jul 30
Park Lawn Shareholders OK Going-Private Transaction Park Lawn Corporation shareholders have approved the proposed plan of arrangement involving Viridian Acquisition Inc., a wholly owned subsidiary of Viridian Holdings LP, a limited partnership collectively owned by Homesteaders Life Company and certain funds, the general partner of which is Birch Hill Equity Partners Management Inc., at the special meeting of shareholders held earlier July 29, 2024. Pursuant to the arrangement, the purchaser will acquire all of the issued and outstanding common shares of Park Lawn for a price of $26.50 per share. The arrangement is expected to become effective on or about August 9, 2024, subject to, among other things, Park Lawn obtaining a final order from the Ontario Superior Court of Justice (commercial list) approving the arrangement and the satisfaction or waiver of certain other customary closing conditions. The final order hearing is scheduled to take place on August 6, 2024. It is expected that, within two to three business days following the completion of the arrangement, the shares and senior unsecured debentures of Park Lawn will be delisted from the Toronto Stock Exchange. Announcement • Jun 05
Homesteaders Life Company and Birch Hill Equity Partners Management Inc. entered into an arrangement agreement to acquire Park Lawn Corporation (TSX:PLC) for approximately CAD 940 million. Homesteaders Life Company and Birch Hill Equity Partners Management Inc. entered into an arrangement agreement to acquire Park Lawn Corporation (TSX:PLC) for approximately CAD 940 million on June 3, 2024. Homesteaders and Birch Hill will acquire Park Lawn for a price of CAD 26.50 per Share (the "Consideration") in an all-cash transaction valued at approximately CAD 1.2 billion, including Park Lawn's net debt. 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. Each of Birch Hill and Homesteaders have committed to provide equity funding for the transaction. 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. In addition, the Arrangement Agreement provides for a termination fee of CAD 28.2 million payable by Park Lawn if it accepts a superior proposal and in certain other specified circumstances, a reverse termination fee of CAD 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 CAD 18.8 million payable by the Purchaser to Park Lawn if specified regulatory approvals are not obtained. 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.
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, 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. 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. 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.
National Bank Financial is acting as financial advisor and fairness opinion provider 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. 
