EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

Form 51-102F3

 

Material Change Report

 

Item 1Name and Address of Company

 

North American Construction Group Ltd. (“NACG”)

26550 Acheson Road

Acheson, Alberta, T7X 6B2

 

Item 2Date of Material Change

 

October 3, 2018

 

Item 3News Release

 

Press releases were disseminated through Globe Newswire on October 3, 2018 and September 20, 2018 with respect to the material change.

 

Item 4Summary of Material Change

 

On October 3, 2018, NACG entered into a definitive purchase and sale agreement (the “Asset Transaction”) to acquire the heavy construction equipment fleet and related assets of Aecon Group Inc. for $199.1 million in cash (the “Purchase Price”). A $10 million deposit was paid upon signing, which will be credited towards the Purchase Price on closing. The balance of the Purchase Price will be paid in four instalments with the first installment of $153.6 million due at the closing and the following three equal instalments of $11.8 million to be paid six, twelve and eighteen months following closing. The Asset Transaction will be fully financed at closing through an upsized and extended credit facility with NACG’s existing lenders, led by National Bank Financial Inc.

 

The strong addition of free cash flow from the Asset Transaction, in combination with NACG’s previously announced agreement to acquire a 49% ownership interest in Nuna Logistics Ltd. for $42.5 million in cash (the “Share Transaction”), is expected to enable NACG to use its enhanced operational cash flow to de-lever its balance sheet by around $150 million over the next three years, while still having sufficient cash flow to apply to other growth initiatives.

 

Item 5Full Description of Material Change

 

Please see attached Schedule “A” for the full text of the press releases dated October 3, 2018 and September 20, 2018.

 

Item 6Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7Omitted Information

 

None.

 

Item 8Executive Officer

 

The following executive officer is knowledgeable about the material change and may be contacted about this report.

 

Jordan Slator, General Counsel

 

(780) 969-5594

 

 

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Item 9Date of Report

 

October 10, 2018

 

Forward Looking Information

 

This material change report contains forward-looking information that is based on expectations and estimates as of the date of this release. Forward-looking information is information that is subject to known and unknown risks and other factors that may cause future actions, conditions or events to differ materially from the anticipated actions, conditions or events expressed or implied by such forward-looking information. The forward looking information in this release include statements with respect to the expected accretion to free cash flow and earnings and the expected de-levering our balance sheet by approximately $150 million over the next three years. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The risks and uncertainties that may affect forward-looking statements include, among others: impact of the global economy; project delays due to weather related conditions; the possibility that equipment is of a quality that we expect; our inability to close the Asset Transaction and/or the Share Transaction, or delays in closing, resulting from failure or delays in relation to satisfying conditions of closing or other unanticipated factors; and other risks detailed from time to time in NACG’s filings with securities regulatory authorities. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and other than as required by applicable securities laws, NACG does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

 

 

 

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Schedule “A”

 

(attached)

 

 

 

 

 

 

 

 

 

 

NEWS RELEASE

 

NORTH AMERICAN CONSTRUCTION GROUP TAKES A MAJOR REVENUE DIVERSIFICATION STEP WITH THE ACQUISITION OF OWNERSHIP INTEREST IN NUNA LOGSITICS

 

Acheson, Alberta, September 20th, 2018 – North American Construction Group Ltd. (“NACG” or “the Company”) (TSX:NOA/NYSE:NOA) today announced that it has entered into a definitive agreement to acquire a 49% ownership interest in Nuna Logistics Limited and related companies (collectively, “Nuna”), a civil construction and contract mining company based in Edmonton, Alberta, for $42.5 million in cash (the “Purchase Price”) from a group of private selling shareholders (the “Transaction”). The majority 51% ownership interest in Nuna is held by the Kitikmeot Corporation, a wholly owned business arm of the Kitikmeot Inuit Association.

 

“This Transaction represents a compelling opportunity for us to continue to execute on our strategy of customer and revenue diversification, while also reducing the overall capital intensity of our business and extending our reach into what we consider to be a very attractive market,” said Martin Ferron, Chairman and CEO of NACG. “Nuna’s revenue is entirely non-oil-sands related and they are recognized as a leading civil construction and mine services contractor in northern Canada, providing a clear strategic fit.”

 

The Transaction is aligned with NACG’s strategic goals, as Nuna expands end user coverage into other commodity areas (e.g. base metals, precious metals, and diamonds) and infrastructure-related projects that involve major earthworks. Nuna is an established incumbent contractor in Nunavut and the Northwest Territories, but has also successfully completed major projects in Ontario, Saskatchewan and British Columbia. NACG believes that this acquisition will provide mutual benefit to both NACG and Nuna through access to broader equipment fleets, experienced field personnel and expanded services such as NACG’s growing external maintenance offering. This access to shared resources is expected to provide opportunity for improved utilization and efficiency, especially in a tightening marketplace.

 

The Transaction is expected to provide NACG with approximately 20% of incremental and diversified revenue, based on the consensus of research analysts’ estimates for 2019. Nuna’s asset light business model will result in accretive EBITDA, free cash flow and earnings, even before meaningful synergies. NACG will play an active role in the leadership of Nuna and so anticipates the synergies to be fully realized well within two years from closing of the transaction, which is likely to occur early in the upcoming fourth quarter. The Purchase Price implies a transaction multiple of 1.0 x tangible book value and will be fully financed using NACG’s existing credit facility. The purchase price is subject to customary closing adjustments based on shareholders’ equity.

 

Advisors and Counsel

 

National Bank Financial Inc. is acting as financial advisor to NACG and Raymond James is acting in the same capacity for the vendors. Borden Ladner Gervais LLP is acting as legal counsel to NACG.

 

1 

 

Conference Call and Webcast

 

Management will hold a conference call and webcast to discuss the transaction on September 21st, 2018 at 9:00 am Eastern time (7:00 am Mountain time).

 

The call can be accessed by dialing:

 

Toll free: 1-866-521-4909

International: 1-647-427-2311

 

The slide deck summarizing the transaction can be accessed at:

 

http://nacg.ca/presentations/

 

A replay will be available through October 21st, 2018, by dialing:

 

Toll Free: 1-800-585-8367

International: 1-416-621-4642

Conference ID: 7581509

 

The live and archived webcast can be accessed at:

http://event.on24.com/r.htm?e=1839761&s=1&k=C601B5F5DA735D7035F458D01820000B

 

Forward-Looking Information

 

This release contains forward-looking information that is based on expectations and estimates as of the date of this release. Forward-looking information is information that is subject to known and unknown risks and other factors that may cause future actions, conditions or events to differ materially from the anticipated actions, conditions or events expressed or implied by such forward-looking information. The forward-looking information in this release include statements with respect to the expected mutual benefit to both NACG and Nuna through access to broader equipment fleets, experienced field personnel, and expanded services; the expected opportunity for improved utilization and efficiency, the amount of incremental and diversified revenue; the accretion to EBITDA, free cash flow and earnings; the timing of realization of synergies; and the timing of the closing. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The risks and uncertainties that may affect forward-looking statements include, among others: impact of the global economy; the performance of the market sectors that Nuna and NACG serve; project delays due to weather related conditions; the possibility that this acquisition is not integrated as quickly or effectively as planned or expected and, as a result, anticipated benefits, enhancements and synergies are not realized; the possibility that Nuna’s business does not perform as expected; NACG’s inability to close the acquisition, or delays in closing it, resulting from failure or delays in relation to satisfying conditions of closing or other unanticipated factors; and other risks detailed from time to time in NACG’s filings with securities regulatory authorities. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and other than as required by applicable securities laws, NACG does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

 

2 

Non-GAAP Financial Measures

 

A non-GAAP financial measure is generally defined by the Canadian regulatory authorities as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be adjusted in the most comparable GAAP measures. EBITDA is a non-GAAP financial measure. This term does not have any standardized meanings prescribed within GAAP and therefore may not be comparable to similar measures presented by other companies. This measure should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. EBITDA is defined as is defined as net income (loss) before interest expense, income taxes, depreciation and amortization. NACG believes that EBITDA is a meaningful measure of business performance. For a further discussion of EBITDA and a reconciliation to net income (loss), please refer to NACG’s most recent Management’s Discussion & Analysis filed with securities regulatory authorities. Free Cash Flow is defined as cash from operations less cash used in investing activities (excluding cash used for growth capital expenditures and cash used for/provided by acquisitions). NACG believes that Free Cash Flow is a relevant measure of cash available to service NACG’s Total Debt repayment commitments, pay dividends, fund share purchases and fund both growth capital expenditures and potential strategic initiatives.

 

About Nuna

 

Nuna Logistics Limited (www.nunalogistics.com) has been in business for 25 years and is a civil construction and contract mining company based in Edmonton, Alberta, Canada. The Nuna Group of Companies comprises almost 40 entities, ventures, and partnerships, which provide a wide range of construction related services with over 500 pieces of equipment and a peak workforce of around 600 people.

 

About NACG

 

North American Construction Group Ltd. (www.nacg.ca) is the premier provider of heavy construction and mining services in Canada. For more than 60 years, NACG has provided services to large oil, natural gas and resource companies. The Company maintains one of the largest equipment fleets in the region.

 

For further information contact:

 

David Brunetta, CPA, CMA

Director; Investor Relations

North American Construction Group Ltd.

(780) 969-5574

dbrunetta@nacg.ca

 

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NEWS RELEASE

 

NORTH AMERICAN CONSTRUCTION GROUP ANNOUNCES EXPANSION OF HEAVY CONSTRUCTION FLEET VIA AN ATTRACTIVE ACQUISITION

 

Acheson, Alberta, October 3, 2018 - North American Construction Group Ltd. (“NACG” or “the Company”) (TSX:NOA.TO/NYSE:NOA) today announced that it has entered into a definitive purchase and sale agreement to acquire the heavy construction equipment fleet and related assets of Aecon Group Inc. for $199.1 million in cash (the “Transaction”), subject to customary closing adjustments. A $10 million deposit was paid upon signing the agreement, which will be credited towards the purchase price on closing. The balance of the price will be paid in four instalments with the first instalment of $153.6 million due at closing and the following three instalments of $11.8 million each being paid six, twelve and eighteen months following closing. In NACG’s determination, the purchase price is consistent with the book value of comparable property and equipment already owned by the Company.

 

“During the recent severe cyclical downturn in the oil industry we worked extremely hard to be part of the solution to help lower the operating costs of our customers on oil-sands mines,” said Martin Ferron, Chairman and CEO of NACG. “We achieved this by maximizing the uptime and operability of our equipment fleet through innovative maintenance practices and work methodologies. We are therefore now pleased to better serve our customers by applying the same innovations to an expanded fleet, at a time when they are striving to maximize production and efficiency on each mine.”

 

“The transaction is expected to provide NACG with over $220 million of additional annual revenue capability which we anticipate will soon be underpinned by term contracts with multiple customers,” added Mr. Ferron. “Largely because we already have much of the indirect cost structure in place to support the incremental activity, we expect the transaction to be accretive to EBITDA, free cash flow and earnings. In particular, we anticipate 2019 basic earnings per share could exceed $1.60, subject to the transaction closing by the end of 2018.”

 

The Transaction involves the purchase of Aecon’s fleet of heavy earth-moving assets, together with lighter construction assets, support equipment and maintenance facilities. Additionally, existing contractual commitments will be assigned to NACG, subject to customer and partner consents.

 

The Transaction will be fully financed at closing through an upsized and extended credit facility with NACG’s existing lenders, led by National Bank Financial Inc. Given the strong addition to free cash flow from this Transaction, as well as the Company’s previously announced acquisition of an ownership interest in Nuna Logistics Limited, NACG intends to use operational cash flow to de-lever its balance sheet by around $150 million over the next three years, while still having sufficient cash flow to apply to other growth initiatives.

 

 

 

Since 1953 • Heavy Construction & Mining

 

 

 

26550 Acheson Road Acheson, Alberta T7X 6B2 Canada Phone 780.960.7171 Fax 780.969.5599

www.nacg.ca 

 

Forward Looking Information

 

This release contains forward-looking information that is based on expectations and estimates as of the date of this release. Forward-looking information is information that is subject to known and unknown risks and other factors that may cause future actions, conditions or events to differ materially from the anticipated actions, conditions or events expressed or implied by such forward-looking information. The forward looking information in this release include statements with respect to the expected level of additional annual revenue capability provided by the equipment acquisition; the expected term contracts with multiple customers that could be entered into based on this additional equipment capability; the expected accretion to EBITDA, free cash flow and earnings, and the anticipated 2019 basic earnings per share possibly exceeding $1.60; the timing of the closing; and the expected de-levering our balance sheet by approximately $150 million over the next three years. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The risks and uncertainties that may affect forward-looking statements include, among others: impact of the global economy; project delays due to weather related conditions; the possibility that equipment is of a quality that we expect; our inability to close the acquisition, or delays in closing it, resulting from failure or delays in relation to satisfying conditions of closing or other unanticipated factors; and other risks detailed from time to time in NACG’s filings with securities regulatory authorities. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and other than as required by applicable securities laws, NACG does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

 

Non-GAAP Financial Measures

 

A non-GAAP financial measure is generally defined by the Canadian regulatory authorities as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be adjusted in the most comparable GAAP measures. EBITDA is a non-GAAP financial measure. This term does not have any standardized meanings prescribed within GAAP and therefore may not be comparable to similar measures presented by other companies. This measure should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. EBITDA is defined as is defined as net income (loss) before interest expense, income taxes, depreciation and amortization. We believe that EBITDA is a meaningful measure of business performance. For a further discussion of EBITDA and a reconciliation to net income (loss), please refer to our most recent Management’s Discussion & Analysis filed with securities regulatory authorities. Free Cash Flow (“FCF”) is defined as cash from operations less cash used in investing activities (excluding cash used for growth capital expenditures and cash used for/provided by acquisitions). FCF is a relevant measure of cash available to service NACG’s Total Debt repayment commitments, pay dividends and fund working capital needs and share purchases. In addition, FCF is available to fund both growth capital expenditures and potential strategic initiatives.

 

 

 

NEWS RELEASE

 

 

About the Company

 

North American Construction Group Ltd. (www.nacg.ca) is a premier provider of heavy construction and mining services in Canada. For more than 60 years, NACG has provided services to large oil, natural gas and resource companies.

 

For further information, please contact:

 

David Brunetta, CPA, CMA
Director, Investor Relations

North American Construction Group Ltd.
Phone: (780) 969-5574
Email: dbrunetta@nacg.ca

 

 

 

 

Since 1953 • Heavy Construction & Mining

 

 

 

26550 Acheson Road Acheson, Alberta T7X 6B2 Canada Phone 780.960.7171 Fax 780.969.5599

www.nacg.ca