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Black Diamond Group Limited Announces Strategic Acquisition of Ontario Based Modular Rental Company

CALGARY, Alberta, Oct. 31, 2022 (GLOBE NEWSWIRE) — Black Diamond Group Limited (“Black Diamond or the “Company” or “Management”) (TSX: BDI), a leading provider of space rental and workforce accommodation, today announced the closing of a strategic acquisition (“Acquisition” or “Target”) within its Modular Space Solutions (“MSS”) segment. The Target is a modular building rental company in Ontario with 1,851 units primarily focused on the education and government sector. The purchase price for the Target was $54.5 million, including the assumption of debt. Black Diamond is also funding approximately $4 million of the Target’s remaining 2022 growth capex for customers that have signed long term contracts. Adjusted EBITDA for the Target over the last twelve months was approximately $7.8 million. Based on recently added assets and corresponding rental contracts, Management expects growth in Target’s Adjusted EBITDA in 2023.

“This strategic Acquisition further accelerates our growth and diversification within the MSS business by adding roughly 1,850 units primarily in the education sector, to our rental fleet in Central Canada. This brings our MSS rental fleet to over 11,000 units (or ~6 million square feet of rentable space) across North America. Also included in the Acquisition is approximately $33 million of contracted revenue, of which the majority is rental.” Added Trevor Haynes, Black Diamond’s Chairman & CEO, “We view the Target as a leader in this market and believe there are attractive opportunities for ongoing growth, while continuing to offer the exceptional service levels and operational excellence that the Target and its customers are accustomed to.”

The Target’s rental assets will be qualified as eligible inventory for the Company’s Asset Based Lending (“ABL”) facility, which will be drawn upon to fund most of the purchase price. In conjunction with the acquisition, Black Diamond’s lenders are expected to increase the size of the Company’s ABL facility from $300 million to $325 million to accommodate the purchase, while allowing significant available liquidity for future growth. Pro-forma the acquisition, Black Diamond will remain at the mid-point of its targeted Net Debt to trailing twelve month (“TTM”) Adjusted Leveraged EBITDA range of 2 to 3 times.

Over the last several years, Black Diamond has shown consistent growth in core, recurring rental revenue and believes the Acquisition aligns with the Company’s stated long-term vision of profitably growing its diversified MSS business. Alongside growth of MSS, the Company will look to continue to capitalize on operating leverage inherent in its Workforce Solutions segment, expand international operations in Australia, and focus on the continued and rapid scaling of its digital crew-travel platform in LodgeLink.

Premier Health Completes the Previously Announced Acquisition of Canadian Health Care Agency

MONTRÉAL, April 19, 2022 (GLOBE NEWSWIRE) — Premier Health of America Inc. (TSXV: PHA) (“Premier Health” or the “Corporation”), a leading Canadian Healthtech company, is pleased to announce that it has completed the acquisition of 100% of the outstanding shares of Umana Holdings Inc. (“Umana”) and its wholly-owned subsidiary Canadian Health Care Agency (“CHCA”), through a newly created wholly owned federally incorporated subsidiary, 13822214 Canada (“CanCo”), for a total consideration comprised between C$10.5M to C$14.5M (the “Purchase Price”), payable in cash, depending on the achievement of performance objectives (the “Transaction”), minus indebtedness, as more fully detailed below. As a result of the Transaction and a corporate reorganization, CHCA became a wholly owned subsidiary of the Corporation. The Corporation will continue the business of CHCA which consists in providing specialized nursing services.

“The acquisition of CHCA starts our expansion outside of the province of Quebec and consolidates our market position in Canada’s northern regions” Said Martin Legault, CEO of Premier Health. “In addition, the Cambridge based agency provides us with a good management infrastructure in Ontario that will serve as a base to continue our expansion in this province. This is a strategy we are expecting to follow in other provinces as well.”

CHCA is the primary provider to Indigenous Services Canada (“ISC”) for nursing services to remote and semi-remote Indigenous communities in both Ontario and Alberta. In addition, CHCA provides nurses services as a backup provider to ISC for these communities in Manitoba. CHCA is based in Cambridge, Ontario, and was founded in 2001 in response to severe staffing shortages in Canada’s northern regions. CHCA started its operations in Northern Ontario and quickly expanded its activities to providing services in Nunavut and Northern Manitoba. CHCA currently has over 200 active and specially trained Registered Nurses and Nurse Practitioners in its organization. For the fiscal year ending January 31, 2022, CHCA generated revenues of C$34.5M (of which an estimated C$10.3M were Covid related non-recurring isolation revenues), an EBITDA of C$6.4M (of which an estimated C$3.0M was Covid related non-recurring isolation EBITDA) and a net income of C$4.6M (of which an estimated C$3.0M was Covid related non-recurring isolation net income).

“Our objective is to continue building on our foundation of offering superior care and services to our communities” Said Sharon Umana, CEO of CHCA “Teaming up with Premier Health is a natural fit for us that will allow us to capitalize on the strengths of our nurses and nurse practitioners into even more opportunities to provide care.”

Transaction Details

CanCo entered into the SPA with the shareholders of Umana on April 7 to acquire all of the issued and outstanding shares of CHCA on a cash and debt free basis for a total cash consideration of up to C$14.5M million, comprised of:

• a C$10.5M cash payment plus working capital adjustments of C$379,460 at closing;
• a C$Nil to C$3M deferred cash consideration payable over two years subject to EBITDA objectives; and
• a C$Nil to C$1M deferred cash consideration payable one year after closing, linked to isolation EBITDA if any.

The Transaction is subject to final working capital adjustments to be completed within 90 days following the closing of the Transaction. Acumen Capital Partners acted as adviser for the Transaction.