FirstService to Acquire Global Restoration Holdings

Addition of Leading Commercial and Large Loss Firm Accelerates Growth of Property Restoration Platform

Toronto, ON (May 23, 2019) – FirstService Corporation has entered into a definitive agreement to acquire Global Restoration Holdings, LLC, the second largest commercial and large loss property restoration firm in North America. The acquisition will expand FirstService’s scale and capabilities in the property restoration sector and complement its existing Paul Davis Restoration franchised and company-owned operations, which collectively are already a leading player in the residential segment of the industry. The transaction is subject to customary closing conditions, including regulatory approvals, and expected closing is mid-year.

Headquartered in Denver, Colorado and founded in 1998, Global Restoration provides integrated end-to-end solutions encompassing mitigation, restoration and reconstruction services on behalf of blue chip, national clients which include large, multi-location commercial customers, property owners and insurance companies. The Company operates under two highly recognized brands, Interstate Restoration in the U.S. and FirstOnSite Restoration in Canada, and employs approximately 1,400 staff operating out of 58 regional offices throughout North America. For the fiscal year ended December 31, 2018, Global Restoration generated revenues of $436 million and operating income of $40 million.

Under the terms of the transaction, FirstService will acquire 95% of the Company for a purchase price of $505 million. Global Restoration’s senior management team, including Jeff Johnson, Stacy Mazur and Dave Demos, will continue to lead day-to-day operations and will retain the balance of the equity. The purchase price will be funded through a combination of cash on hand and fully committed debt financing.

“We are delighted to be partnering with FirstService,” said Jeff Johnson, Executive Chairman of Global Restoration. “The cultural fit, attractiveness of the FirstService partnership model, and opportunity to continue building our company over the long-term were differentiating factors for us. With the backing and credibility of a highly-regarded, large public company, we are now well-positioned to accelerate our growth for many years to come.”

“Global Restoration has delivered an exceptional track record of growth over the past 20 years,” said Stacy Mazur, CEO of the Company. “We look forward to further building upon the operational expertise we have established within the large loss and commercial restoration services segment and capitalizing on future growth opportunities with FirstService.”

FirstOnSite Chief Executive Officer, Dave Demos, cited that FirstService will be an ideal partner in the Company’s next chapter. “We share values and vision, taking us one step closer to our goal of global leadership in our industry.”

“Global Restoration is a significant transaction for FirstService, providing an excellent strategic fit and strong cultural alignment,” said Scott Patterson, CEO of FirstService. “With its scale, leading market position and operational excellence, the Company offers a unique opportunity to accelerate our growth in the massive property restoration industry. Global Restoration’s expertise is highly complementary to our Paul Davis franchise system, enhancing our ability to deliver seamless, full-service capabilities to every customer segment in the industry. On behalf of our entire organization, I would like to welcome Jeff, Stacy, Dave and the rest of their strong team into the FirstService family,” he concluded.

Global Restoration is being sold by Delos Capital, a lower middle market private equity firm. Houlihan Lokey is acting as financial advisor and Goodwin Proctor as legal counsel to Global Restoration. Fogler, Rubinoff LLP and Ferrante & Associates acted as legal counsel to FirstService.

Press release from FirstOnSite Restoration:

FirstOnSite Restoration and Interstate Restoration announce definitive agreement to be acquired by FirstService Corporation

Mississauga, ON (May 23, 2019) – Global Restoration Holdings LLC, the parent company to Interstate Restoration and FirstOnSite Restoration, has announced the signing of a definitive agreement to be acquired by the property services firm FirstService Corporation.

“FirstService understands our business and customers well; their business lines are focused on managing properties, as well as providing services to properties and property owners,” said Dave Demos, Chief Executive Officer, FirstOnSite Restoration. “We speak the same language and we’re both focused on delivering results for our customers.”

FirstOnSite / Interstate will together become an independent company-owned brand under the FirstService umbrella, and will operate separately from other FirstService brands.

“FirstService has been looking to expand in the disaster restoration industry, and we admire the success of both FirstOnSite Restoration and Interstate Restoration,” said Scott Patterson, President and CEO of FirstService. “We now want to help accelerate that growth.”

FirstOnSite and Interstate have had a vision to be a global leader in the disaster restoration industry since they joined forces in 2016. They have both grown significantly over the last several years and have been searching for a strategic financial partner to help continue and accelerate that growth.

“This transaction represents another important milestone for our company,” said Stacy Mazur, Chief Executive Officer of Interstate Restoration. “We chose FirstService because they share our vision for strategic growth and our desire to continue to provide an exceptional experience for our clients.”

FirstOnSite/Interstate proactively chose the best partner to support its vision of strategic growth. The investment by FirstService gives the restoration organization the strongest financial platform in the industry to leverage growth, enhance buying power and to ultimately service its customers.

The agreement was signed by FirstService Corporation and Global Restoration Holdings, LLC, the holding company for Interstate Restoration and FirstOnSite Restoration.

Global Restoration is being sold by Delos Capital, a lower middle market private equity firm. Houlihan Lokey is acting as financial advisor and Goodwin Proctor as legal counsel to Global Restoration. Fogler, Rubinoff LLP and Ferrante & Associates acted as legal counsel to FirstService.

The closing of the transaction remains subject to obtaining regulatory approvals in the US and Canada. The transaction is expected to be finalized in the next four to six weeks. FirstOnSite and Interstate Restoration will continue to provide clients with exceptional service as a leading disaster recovery provider in North America.

About FirstOnSite Restoration

FirstOnSite Restoration Limited is the leading independent Canadian disaster restoration services provider, providing remediation, restoration and reconstruction services nationwide, and for the U.S. large loss and commercial market. With more than 35 locations, 24/7 emergency service and a commitment to customer service, FirstOnSite proudly serves the residential, commercial and industrial sectors. In May 2016, FirstOnSite joined forces with U.S.-based Interstate Restoration, expanding its resource base, and extending its customer service offering and collectively becoming the second largest restoration service provider in North America. For more information, visit www.firstonsite.ca.

About FirstService Corporation

FirstService Corporation is a North American leader in the property services sector, serving its customers through two industry-leading service platforms: FirstService Residential, North America’s largest manager of residential communities; and FirstService Brands, one of North America’s largest providers of essential property services delivered through individually branded franchise systems and company-owned operations. FirstService generates approximately US$2 billion in annual revenues and has more than 20,000 employees across North America. With significant insider ownership and an experienced management team, FirstService has a long-term track record of creating value and superior returns for shareholders. The common shares of FirstService trade on NASDAQ and the Toronto Stock Exchange under the symbol “FSV”. For more information, visit www.firstservice.com.

About Interstate Restoration

Founded in 1998, Interstate Restoration, LLC, based in Ft. Worth, Texas, is one of the largest emergency restoration and reconstruction service providers for commercial enterprises in North America. In 2016, Interstate acquired FirstOnSite Restoration, the leading independent Canadian disaster restoration services provider. Together, the two companies are the second-largest independent North American restoration and reconstruction services provider. With approximately 1,400 employees, Interstate Restoration and FirstOnSite assist property owners and businesses in recovering from fire, flood, natural and human-caused disasters. For more information, visit www.interstaterestoration.com.

About Delos Capital

Delos Capital, founded in 2013, is a lower middle market private equity firm specializing in management buyouts, recapitalizations, and growth investments. For more information, visit deloscap.com.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of applicable securities legislation, including, but not limited to, the expected closing of the proposed transaction, the impact of the proposed transaction on FirstService’s business and future financial and operating results and the scope of the expected financing for the proposed transaction. Much of this information can be identified by words such as “expect to,” “expected,” “will,” “estimated” or similar expressions suggesting future outcomes or events. FirstService believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.

Forward-looking statements are based on current information and expectations that involve a number of risks and uncertainties, which could cause actual results or events to differ materially from those anticipated. These risks include, but are not limited to, risks that: a condition to the closing of the proposed acquisition may not be satisfied; a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated; FirstService is unable to promptly and effectively integrate Global Restoration’s businesses; management’s time and attention is diverted on transaction-related issues; FirstService or Global Restoration is unable to retain key personnel; and other risks related to FirstService’s business, including those identified in FirstService’s annual information form for the year ended December 31, 2018 under the heading “Risk factors” (a copy of which may be obtained at www.sedar.com) and Annual Report on Form 40-F filed with the United States Securities and Exchange Commission (a copy of which may be obtained at www.sec.gov), and subsequent filings. Forward-looking statements contained in this press release are made as of the date hereof and are subject to change. All forward-looking statements in this press release are qualified by these cautionary statements. Unless otherwise required by applicable securities laws, we do not intend, nor do we undertake any obligation, to update or revise any forward-looking statements contained in this press release to reflect subsequent information, events, results or circumstances or otherwise.

Source: FirstOnSite Restoration Ltd. and FirstService Corporation