CPE News (6/4/2020) – Birch Hill Equity Partners Management Inc. is selling stakes in GDI Integrated Facility Services Inc. (TSX: GDI), being an aggregate of 6,115,111 multiple voting shares (MVS) and 312,496 subordinate voting shares (SVS), held by Birch Hill Equity Partners IV, LP, Birch Hill Equity Partners (US) IV, LP and Birch Hill Equity Partners (Entrepreneurs) IV, LP, to Birch Hill Equity Partners V, LP, Birch Hill Equity Partners (US) V, LP and Birch Hill Equity Partners (Entrepreneurs) V, LP, for a total purchase price of $208,961,503.57, or $32.51 per purchased share.
The shares represent 67.26% of the issued and outstanding MVS and 2.50% of the SVS. Birch Hill Equity Partners continues to be the registered owner of such shares.
The transaction is for investment purposes.
Birch Hill Equity Partners IV and its family of funds are 2009-vintage funds. The purchase was made by V funds, 2015-vintage funds, not VI funds, the most recently closed 2019-vintage funds.
LaSalle, Québec based GDI Integrated Facility Services is a leading integrated commercial facility services provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types including office buildings, educational facilities, industrial facilities, healthcare establishments, stadiums and event venues, hotels, shopping centers, distribution facilities, airports and other transportation facilities.
photo credit: GDI
News Release
Birch Hill Equity Partners Extends Investment in GDI Integrated Facility Services Inc.
TORONTO, June 4, 2020 /CNW/ – Birch Hill Equity Partners Management Inc. (“BHEPMI”), as general partner of each of Birch Hill Equity Partners V, LP, Birch Hill Equity Partners (US) V, LP and Birch Hill Equity Partners (Entrepreneurs) V, LP (collectively, the “Fund V Limited Partnerships”), announced today that it entered into a purchase agreement (the “Purchase Agreement”) dated June 3, 2020 together with Birch Hill Equity Partners IV, LP, Birch Hill Equity Partners (US) IV, LP and Birch Hill Equity Partners (Entrepreneurs) IV, LP (collectively, the “Fund IV Limited Partnerships”) and the Fund V Limited Partnerships pursuant to which, among other things, the Fund V Limited Partnerships agreed to purchase, and the Fund IV Limited Partnerships agreed to sell, all of the multiple voting shares (“MVS”) and subordinate voting shares (“SVS”) beneficially owned by the Fund IV Limited Partnerships in the capital of GDI Integrated Facility Services Inc. (“GDI”), being an aggregate of 6,115,111 MVS and 312,496 SVS (collectively, the “Purchased Shares”), for a total purchase price of $208,961,503.57, or $32.51 per Purchased Share.
The Purchased Shares represent 67.26% of the issued and outstanding MVS and 2.50% of the SVS. Prior to (and following) the completion of the transaction, BHEMPI was (and remains) the registered owner of such Purchased Shares. The beneficial ownership of such Purchased Shares among the Fund V Limited Partnerships following the completion of the transaction is as follows:
| Beneficial Owner | Multiple Voting Shares | Subordinate Voting Shares |
| Birch Hill Equity Partners V, LP | 1,969,146 | 100,628 |
| Birch Hill Equity Partners (Entrepreneurs) V, LP | 259,345 | 13,253 |
| Birch Hill Equity Partners (US) V, LP | 3,886,620 | 198,615 |
| TOTAL | 6,115,111 | 312,496 |
The transaction was carried out for investment purposes. BHEPMI and its affiliated funds have a long-term view of the investment and may acquire additional securities, including on the open market or through private acquisitions, or sell securities, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Birch Hill is relying on the private agreement exemption, as set out in section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids. The facts supporting such reliance are as follows: (a) the purchase of the Purchased Shares is being made from not more than five persons in the aggregate, including persons located outside of the local jurisdiction; (b) the bid is not being made generally to holders of the SVS of GDI and there are more than five holders of SVS of GDI; and (c) the value of the consideration paid for the Purchased Shares, including brokerage fees and commissions, is not greater than 115% of the market price of the Purchased Shares as at the date of the bid.
An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where GDI is reporting and will be available on SEDAR at www.sedar.com.
SOURCE Birch Hill Equity Partners Management Inc.
For further information: For further information or to obtain a copy of the early warning report, please contact Pierre Schuurmans at (416) 775-3830. Birch Hill Equity Partners Management Inc., 100 Wellington Street West, Suite 2300, TD West Tower, P.O. Box 22, Toronto, ON M5K 1A1