Goeasy’s CAD$320 Million Acquisition of LendCare Holdings Inc.

Aird & Berlis acted as legal counsel to management of LendCare .

LendCare, a leading Canadian point-of-sale finance and technology company, announced they have entered into a definitive agreement to be acquired by goeasy Ltd. (TSX: GSY).

Under the terms of the agreement, goeasy will pay $320 million in a combination of cash and $10 million in common shares elected to be received by LendCare’s founders as part of their consideration. The Acquisition is expected to close in the second quarter of 2021, subject to customary closing conditions and regulatory approvals. 

In conjunction with the Acquisition, the Company has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets to issue, on a bought deal basis, 1,060,000 subscription receipts, at a price of $122.85 per Subscription Receipt, for gross proceeds of approximately $130 million, to finance a portion of the purchase price for the Acquisition. 

In connection with the Acquisition, BMO Capital Markets has provided the Company with fully committed debt financing. The Company intends to issue new senior unsecured notes prior to closing of the Acquisition. Immediately following the Acquisition, the Company expects to have net debt to net capitalization of below 70% and net debt to tangible net worth2 of approximately 4.0x. Given the strong free cash flow generation of the business, the Company intends to de-lever to approximately 3.0x by the end of fiscal 2023. The Company maintains a strong liquidity profile and, based on the expected borrowing capacity under the Company’s credit facilities and cash on hand, estimates it will have approximately $600 million in total funding capacity immediately after closing of the Acquisition.

goeasy Ltd., a Canadian company, headquartered in Mississauga, Ontario, provides non-prime leasing and lending services through its easyhome and easyfinancial divisions. 

Aird & Berlis acted as legal counsel to management of LendCare in the selling with a team that included Don West (Picture), Brent Winston (Corporate/M&A), Jill Fraser (Financial Services), David Malach and Barbara Worndl (Tax).

Involved fees earner: Jill Fraser – Aird & Berlis LLP; David Malach – Aird & Berlis LLP; Donald West – Aird & Berlis LLP; Brent Winston – Aird & Berlis LLP; Barbara Worndl – Aird & Berlis LLP;

Law Firms: Aird & Berlis LLP;

Clients: LendCare Holdings Inc.;

Author: Martina Bellini

Goeasy’s CAD$320 Million Acquisition of LendCare Holdings Inc.

Aird & Berlis acted as legal counsel to management of LendCare .

LendCare, a leading Canadian point-of-sale finance and technology company, announced they have entered into a definitive agreement to be acquired by goeasy Ltd. (TSX: GSY).

Under the terms of the agreement, goeasy will pay $320 million in a combination of cash and $10 million in common shares elected to be received by LendCare’s founders as part of their consideration. The Acquisition is expected to close in the second quarter of 2021, subject to customary closing conditions and regulatory approvals. 

In conjunction with the Acquisition, the Company has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets to issue, on a bought deal basis, 1,060,000 subscription receipts, at a price of $122.85 per Subscription Receipt, for gross proceeds of approximately $130 million, to finance a portion of the purchase price for the Acquisition. 

In connection with the Acquisition, BMO Capital Markets has provided the Company with fully committed debt financing. The Company intends to issue new senior unsecured notes prior to closing of the Acquisition. Immediately following the Acquisition, the Company expects to have net debt to net capitalization of below 70% and net debt to tangible net worth2 of approximately 4.0x. Given the strong free cash flow generation of the business, the Company intends to de-lever to approximately 3.0x by the end of fiscal 2023. The Company maintains a strong liquidity profile and, based on the expected borrowing capacity under the Company’s credit facilities and cash on hand, estimates it will have approximately $600 million in total funding capacity immediately after closing of the Acquisition.

goeasy Ltd., a Canadian company, headquartered in Mississauga, Ontario, provides non-prime leasing and lending services through its easyhome and easyfinancial divisions. 

Aird & Berlis acted as legal counsel to management of LendCare in the selling with a team that included Don West (Picture), Brent Winston (Corporate/M&A), Jill Fraser (Financial Services), David Malach and Barbara Worndl (Tax).

Involved fees earner: Jill Fraser – Aird & Berlis LLP; David Malach – Aird & Berlis LLP; Donald West – Aird & Berlis LLP; Brent Winston – Aird & Berlis LLP; Barbara Worndl – Aird & Berlis LLP;

Law Firms: Aird & Berlis LLP;

Clients: LendCare Holdings Inc.;

Author: Martina Bellini