Morneau Shepell Completes Acquisition of LifeWorks Corporation Ltd. and Concurrent Offering
Goodmans LLP represented LifeWorks Corporation Ltd. (LifeWorks) in Canada in connection with Morneau Shepell Inc.'s (TSX: MSI) (Morneau Shepell or the Company) acquisition of all of the outstanding shares of LifeWorks for a total purchase price of approximately $426 million, payable in cash and Morneau Shepell shares.
In conjunction with the acquisition, Goodmans also represented Morneau Shepell in its debt financing and bought deal offering. Morneau Shepell completed a bought deal offering of 8,701,000 common shares of the Company ("Common Shares"), which included the exercise in full of the over-allotment option of 791,000 Common Shares, for total gross proceeds of $231,011,550, which proceeds were used to fund a portion of the purchase price payable in the acquisition. The Common Shares have been issued in lieu of subscription receipts as a result of the closing of the acquisition occurring contemporaneously with the closing of the offering.
The offering was underwritten by a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. Pursuant to the acquisition, the Company also issued 1,194,847 Common Shares to LifeWorks executives. The balance of the acquisition was financed pursuant to an amended and restated credit facility (the "Amended and Restated Credit Facility") arranged by National Bank Financial Inc. and underwritten by National Bank of Canada. The Amended and Restated Credit Facility amends and restates the Company's pre-existing $300 million four-year credit facility and provides a $500 million five-year revolving credit facility.
Morneau Shepell is a leading provider of employee and family assistance programs, the largest administrator of retirement and benefits plans and the largest provider of integrated absence management solutions in Canada. With more than 4,000 employees in offices across North America, Morneau Shepell provides services to organizations across Canada, in the United States and around the globe.
LifeWorks is an employee well-being business which combines employee assistance, wellness, recognition and incentive programs in the United States, Canada, Australia and the United Kingdom. Formed in 2016 as a result of a joint venture between Work Angel Technology Limited and Ceridian HCM Holding Inc., LifeWorks serves over 4,200 employers across 57 industries. LifeWorks employs a workforce of more than 500 people, and has access to a worldwide network of 24,000 qualified counsellors, certified coaches and specialized professionals across a variety of disciplines.
Featured Work
-
Private Equity and Venture Capital
OMERS sells majority interest in CEDA to Hillcore Group
Goodmans LLP advised OMERS Private Equity Inc., a subsidiary of OMERS, in connection with the sale of its majority interest in CEDA to Hillcore Group… -
REITS and Income Securities
InterRent REIT to be acquired by consortium that includes CLV Group in partnership with GIC in $4 billion all-cash transaction
Goodmans LLP is acting for a consortium that includes CLV Group Inc. in partnership with GIC in connection with the acquisition of InterRent REIT, whereby pursuant to a plan of arrangement a newly… -
Technology
WonderFi Technologies Inc. to be acquired by Robinhood Markets, Inc.
Goodmans LLP is advising the Special Committee of independent directors of the board of directors of WonderFi Technologies Inc. in connection with its agreement to be acquired by a wholly owned… -
Mergers and Acquisitions
Onex to sell WestJet stakes to Delta and Korean Air
Goodmans LLP is advising WestJet Airlines Ltd. and its controlling shareholder, Onex Corporation, in connection with the sale of Onex’s minority stakes in WestJet to Delta Air Lines and Korean Air… -
Private Equity and Venture Capital
Apex Group Technologies Inc. to acquire a controlling stake in MapsPeople
Goodmans LLP is advising Apex Group Technologies Inc., a company backed by Round13 Capital, in connection with its agreement to acquire at least 51% and up to approximately 64% of the shares of… -
REITS and Income Securities
BSR REIT completes strategic asset sale with Avalon Bay Communities Inc.
Goodmans LLP advised BSR REIT in connection with the sale of an aggregate of nine properties, consisting of 2,701 apartment units, to AvalonBay Communities, Inc. for gross consideration valued at…