BDT Bird Construction Inc

Bird Construction Inc. (TSX: BDT) (“Bird” or “the Company”) announced today that it has entered into a definitive share purchase agreement (the “Agreement”) under which Bird will acquire Jacob Bros Construction (“Jacob Bros”) for estimated aggregate consideration of $135 million (the “Transaction”). The Transaction, pending relevant regulatory approvals and the satisfaction of other customary closing conditions, is expected to be completed early in the third quarter of 2024.

Headquartered in Surrey, BC, Jacob Bros is a privately-owned civil infrastructure construction business with self-perform capability, serving public and private clients across the region with a workforce of over 350 salaried, hourly and craft personnel. Jacob Bros’ two shareholders, Scott Jacob, CEO and Todd Jacob, COO, will join Bird to lead the combination of Bird’s Western Infrastructure business and their existing business. Jacob Bros operates with a strong, people-first culture and has been recognized as a top employer in both BC and Canada. Jacob Bros specializes in civil infrastructure construction across a wide array of projects, such as airports, seaports, rail, bridges and structures, earthworks, energy projects, and utilities. Additionally, Jacob Bros delivers expertise in specialized projects that require innovative, purpose-built, custom solutions that leverage their suite of comprehensive services.

“We are really pleased that Scott and Todd Jacob will be bringing their comprehensive experience to the Bird team. The acquisition of Jacob Bros, a full-service infrastructure provider in BC, represents a significant milestone in the evolution of our business, establishing a broader and more diversified operation. The company brings a strong market reputation, highly skilled team, and proven track record for delivering complex projects to sophisticated, long-term clients,” stated Teri McKibbon, President and CEO of Bird. “The combined company will have a greater platform from which it will be able to access larger-scale projects and expand career opportunities for employees. The acquisition will enable Bird to advance our strategic focus on complex work in high-demand, higher-margin self-perform sectors, which we expect will contribute to continued margin enhancement.”  

“Today is a momentous day for Jacob Bros as we become part of the Bird Construction team - one of Canada’s oldest and most respected brands in the construction industry,” stated Scott Jacob, President and CEO of Jacob Bros. “Bird shares many of our core values and our cultural attributes, and will be a great fit for our people and our clients. With access to Bird’s resources, we will be able to build on our success and accelerate our growth and capacity as one of Western Canada’s most respected builders of public and private infrastructure.”

“We are excited about the opportunity to leverage the synergies between Jacob Bros and Bird to service a wider range of projects and customers and to continue to grow the brand. Proud of our People, Proud of our Projects,” stated Todd Jacob, COO of Jacob Bros.

STRATEGIC HIGHLIGHTS

Aligns with M&A criteria: The acquisition supports Bird’s M&A strategy of targeting high-performing, culturally aligned, complementary businesses with strong cross-sell opportunities and developing a national civil infrastructure vertical.

Increases exposure to key secular tailwinds: Positions the combined company to capitalize on opportunities related to electrification, the growing demand for low-carbon and green infrastructure solutions, and transportation infrastructure requirements.

Adds civil infrastructure expertise: Jacob Bros augments the strong Bird team with a highly experienced leadership team and skilled workforce with the ability to execute civil infrastructure and special projects of varying size, complexity, and scope.

Enhances core Infrastructure vertical: Significantly increases revenue generated by Infrastructure projects, which advances Bird’s strategy to balance its portfolio across its three core verticals, Industrial, Buildings, and Infrastructure.

Expands scale and geographic reach: Together with other recent acquisitions in Ontario, Jacob Bros brings Bird closer to its goal of establishing a national full-service civil infrastructure footprint through the expansion of civil capabilities into the largest market in Western Canada.

Anticipated contribution to margin accretion: The combined company will leverage Jacob Bros’ capabilities in higher margin self-perform and special projects areas, in addition to its robust backlog with a diversified project mix and fleet of modern equipment to further pursue profitable growth.

FINANCIAL HIGHLIGHTS

The estimated aggregate consideration of $135 million is subject to customary purchase price adjustments and consists of:

• 1.49 million Bird common shares issued to the principals of Jacob Bros with a value of $33.8 million, based on the volume-weighted average trading price of the Bird common shares on the Toronto Stock Exchange for the ten trading days prior to June 10th;
• Approximately $97.2 million of cash, funded through existing cash on hand as well as short-term and long-term debt under the Company’s credit facilities; and
• An estimated $4.0 million of assumed equipment debt.

The consideration mix aligns the interests of Jacob Bros’ principals with Bird’s shareholders while maintaining balance sheet strength to support continued growth. After the close of the transaction, Bird expects its debt ratios to remain consistent with the Company’s longstanding practice of maintaining low leverage. Other than the assumption of equipment debt, Jacob Bros will be acquired on a cash-free, debt-free basis.

In connection with the transaction, Bird also amended its Syndicated Credit Facility, extending the maturity date to December 15, 2027. The amendments included the replacement of existing term loan facilities with a new $125 million term loan facility to be used to repay existing term loans and partially fund the acquisition, the expansion of the Company’s revolving credit facility to $300 million, and an increase of the non-committed accordion feature to $100 million. Consistent with prior facilities, 10% of the new term loan facility is repayable annually in quarterly instalments.

Following close, the Transaction is expected to be accretive to Bird's Adjusted Earnings Per Share by approximately 10% on a full-year basis. Accretion would be further enhanced by future synergies including cross-selling opportunities.

For full year 2024, Jacob Bros is expected to generate approximately $300 million of revenue and $37 million of Adjusted EBITDA. An existing backlog of approximately $350 million, combined with a robust outlook and cross selling opportunities, will support further growth in Adjusted EBITDA beyond the current year.

TRANSACTION APPROVALS

The Transaction is subject to approval under the Competition Act (Canada), approval of the Toronto Stock Exchange, and satisfaction of other customary closing conditions. Subject to the satisfaction of these conditions, the Transaction is expected to close early in the third quarter of 2024.

INVESTOR CALL

Bird will host an investor call to discuss the Transaction on June 11, 2024 at 10:00 am ET.

• Participants are invited to register for expedited access to the conference call: Registration Link
• Upon registering, dial in details appear on screen and you will receive a calendar booking by email. Joining the call this way will bypass the operator and avoid any queue. Registration will remain open until the end of the conference call.
• If you prefer to speak with an operator, dial Canada/USA Toll Free: 1-844-763-8274. It is recommended that you call in 10 minutes prior to the scheduled start time if you are using an operator-assisted phone number.
• The live webcast will be held at:  Webcast Link
• The accompanying presentation is available here: Presentation

ADVISORS

Raymond James Ltd. is acting as exclusive financial advisor to Bird and Osler Hoskin & Harcourt LLP is acting as legal counsel to Bird. Corbin Advisors LLC is acting as a strategic communications advisor to Bird.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.

For further information, contact:T.L. McKibbon, President & CEO orW.R. Gingrich, CFOBird Construction Inc.5700 Explorer Drive, Suite 400Mississauga, ON L4W 0C6Phone: (905) 602-4122

ABOUT BIRD CONSTRUCTION

Bird (TSX: BDT) is a leading Canadian construction and maintenance company operating from coast-to-coast-to-coast. Servicing all of Canada's major markets through a collaborative, safety-first approach, Bird provides a comprehensive range of construction services, self-perform capabilities, and innovative solutions to the industrial, buildings, and infrastructure markets. For over 100 years, Bird has been a people-focused company with an unwavering commitment to safety and a high level of service that provides long-term value for all stakeholders. www.bird.ca

NON-GAAP MEASURES

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Earnings and Adjusted Earnings Per Share do not have standardized meanings under IFRS and are considered non-GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other companies. Further information on these financial measures can be found in the “Terminology and Non-GAAP & Other Financial Measures” section in Bird’s most recently filed Management’s Discussion & Analysis for the period ended December 31, 2023, prepared as of March 5, 2024.

FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this news release are based on the expectations, estimates and projections of management of Bird as of the date of this news release unless otherwise stated. The use of any of the words "believe", "expect", "anticipate", "contemplate", "target", "plan", "intend", "continue", "may", "will", "should", “potential”, “projected”, “estimated”, and similar expressions are intended to identify forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking statements concerning: the completion and timing of the acquisition of Jacob Bros; financing of the acquisition; future opportunities; expectations regarding the impact to Bird’s business, anticipated financial performance of Jacob Bros and its impact to the Company’s operations and financial performance, including the anticipated accretive value to Bird; the future performance of acquired entities; the extent of operational efficiencies and expanded capacity; the Company’s ability to capitalize on opportunities; and Bird’s ability to convert pending backlog to backlog, and the timing of conversions; the potential for synergies.

The estimates and assumptions of the Company contained in this news release, which may prove to be incorrect, include, but are not limited to: that the parties will complete the acquisition in accordance with, and on the timeline contemplated by, the terms and conditions of the relevant agreements, on a basis consistent with Bird’s expectations; the accuracy of management’s assessment of the effects of the successful completion of the proposed transaction; the ability of  Jacob Bros to carry on its business consistent with past practice and convert existing backlog to revenue generating projects, consistent with management’s expectations; the effect of the acquisition of Jacob Bros and Bird’s ability to capitalize on opportunities; the successful integration of Jacob Bros’ operations; the availability of financing under the Company’s amended credit facilities; market conditions for civil infrastructure projects; and the ability of the Company and Jacob Bros to maintain their operating margins. Although Bird believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the ability of Bird and Jacob Bros to obtain all necessary regulatory and third party approvals and satisfy all other necessary conditions to closing of the Transaction on a timely basis or at all; the failure to realize the anticipated benefits and synergies of the Transaction following completion thereof due to integration or other issues; an inability to complete and draw on the amended credit facilities in accordance with management’s current expectations and the risks associated with the industries in which the Company operates in general such as: the ability to hire and retain qualified and capable personnel, maintaining safe work sites, economy and cyclicality, ability to secure work, global pandemics, performance of subcontractors, accuracy of cost to complete estimates, estimating costs and schedules/assessing contract risks, adjustments and cancellations of Backlog, work stoppages, strikes and lockouts, acquisition and integration risk, potential for non-payment, litigation/potential litigation, design risks, information systems and cyber-security risk, competitive factors, completion and performance guarantees, access to capital, quality assurance and quality control, access to surety support and other contract security, insurance risk, climate change risk, joint venture risk, ethics and reputational risk, compliance with environmental laws, internal and disclosure controls, and payment of dividends.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the parties, and the combined company are included in reports on file with applicable securities regulatory authorities, including but not limited to; Bird's Annual Information Form and Management’s Discussion and Analysis for the year ended December 31, 2023, each of which may be accessed on Bird’s SEDAR+ profile, at www.sedarplus.ca and on the Company’s website at www.bird.ca.

The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as, and to the extent required by applicable securities laws.