Ascendant subsidiary inVenture has acquired a majority interest in Air Care without paying any cash upfront.
The deal gives utility company Ascendant Group a major foothold in the air conditioning sales, installation and maintenance market.
In an announcement yesterday, Ascendant, which owns Belco and Bermuda Gas, said the acquisition of Air Care is being funded by debt to be re-paid by cash flow from Air Cares operations.
The company said inVenture initially purchased a majority of Air Care shares, with an agreement for the remainder of Air Care shares to be purchased at a fixed multiple of projected earnings over a three-year period.
Ascendant said Butterfield Bank was providing inVenture with a line of credit to finance the full amount of the transaction.
When asked how much Air Care was valued at and the amount of the line of credit, Ascendant SVP corporate relations, Linda Smith, told The Royal Gazette: Ascendant is not paying anything for Air Care as the funds to purchase the shares will ultimately come from that companys future operations. The actual total cost to purchase the shares is unknown as it is based upon future earnings of Air Care.
While the line of credit facility from Butterfield Bank will facilitate the share purchases, the amount borrowed will fluctuate from time to time as funds previously borrowed are repaid from Air Cares earnings.
Pressed on Ascendants valuation of Air Care, Ms Smith added: Shareholders will know as we have our AGM tomorrow. We are also confident that based on Air Cares business model, the company will continue to be successful as it is not reliant on new construction.
In a statement yesterday inVenture said: The line of credit is secured by Air Cares assets and cash flows from Air Cares operations will service the debt without any planned reliance on other Ascendant Group companies. Air Cares management team, all of whom are Air Care shareholders, have agreed to continue in their roles at minimum over the duration of the purchase period and have entered into non-compete agreements for a period subsequent to the completion of inVentures purchase of 100 percent of Air Cares issued shares.
Air Care general manager Robert Platt said the company currently employed 65 staff and our plans are to grow.
Chairman of the Ascendant Group J Michael Collier said, inVentures strategic role is to identify and develop new growth opportunities to maximise shareholder value for the Ascendant Group without leveraging Ascendants subsidiary operations balance sheets. We are very pleased with this acquisition as Air Care is an established, successful, well-managed company whose business aligns with our strategic initiatives to diversify the Ascendant business portfolio.
Air Care is primarily a service company offering HVAC, air quality monitoring, building automation and energy management, commercial plumbing, fire protection, and commercial refrigerator services.
inVentures joint venture subsidiary, iFM Limited, provides facilities management services, and has partnered with Air Care on projects for its primary clients.
inVenture is a good fit for our operations, as both companies are committed to quality infrastructure services and developing Bermudians to meet todays requirements with a view to building an infrastructure industry into the future, Mr Platt said.
The deal comes after Ascendant this month revealed it had shelved plans to install a new, more fuel-efficient power plant after Environment Minister Marc Bean ruled against the companys appeal request to raise base electricity rates.
Belco said the rate hikes would have enabled it to secure debt financing of some $70 million required to build the new power plant.