Enercare completes acquisition of Service Experts

Torys acted as counsel to Enercare and Enercare Solutions with a cross-border team that included Simon Knowling, Stefan Stauder, Meghan McKeever, Steven Rotchtin and Marc Soscia (corporate/M&A), Scott Semer, Corrado Cardarelli, Richard Johnson and Jonathan Weinblatt (tax), Christopher Caparelli (anti-trust), David Wawro, Jaclyn Leader and Evan Dickinson (litigation), Mark Graham (real estate), Tyson Dyck (environmental), Lynne Lacoursière, Brad Tartick and Tom Stevenson (employment), Ed Fan and Vanessa Komarnicki (IP).

On May 11, 2016, Enercare Inc. ("Enercare") and its wholly-owned subsidiary, Enercare Solutions Inc. ("Enercare Solutions") announced that Enercare Solutions had successfully completed its acquisition of SEHAC Holdings Corporation ("Service Experts") for a purchase price of approximately US$340.75 million, excluding transaction costs, and subject to customary working capital and other adjustments. The transaction was completed by way of a merger of an indirect wholly-owned subsidiary of Enercare Solutions with Service Experts.

In order to finance a portion of the consideration and costs related to the transaction, Enercare entered into an agreement with a syndicate of underwriters co-led by National Bank Financial and TD Securities to sell 14,296,000 subscription receipts on a bought deal basis. 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 C$15.25 per subscription receipts for gross proceeds to Enercare of C$239.8 million.

To finance the remainder of the consideration, Enercare Solutions entered into a commitment with its existing lenders, The Toronto-Dominion Bank and National Bank of Canada, pursuant to which the lenders committed to provide debt financing to Enercare Solutions in the form of an unsecured 4-year variable rate term credit facility in an aggregate amount of US$210 million.

Service Experts is a leading provider of HVAC service and repairs and related services to residential and commercial customers in 29 states in the United States and three provinces in Canada.

Enercare, headquartered in Toronto, is one of Canada's largest home and commercial services and energy solutions companies. It 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.

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