Accessibility Statement Skip Navigation
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • Data Privacy
  • Français
  • my CNW 
    • Login
    • Register
  • Client Login 
    • Online Member Centre
    • Next Gen Communications Cloud
    • Cision Communications Cloud®
  • Sign Up
  • Send a Release
Return to PR Newswire homepage
  • News
  • Products
  • Contact
When typing in this field, a list of search results will appear and be automatically updated as you type.

Searching for your content...

No results found. Please change your search terms and try again.
Advanced Search
  • News in Focus
      • Browse News Releases

      • All News Releases
      • All Public Company
      • News Releases Overview

      • Multimedia Gallery

      • All Multimedia
      • All Photos
      • All Videos
      • Multimedia Gallery Overview

      • Trending Topics

      • All Trending Topics
  • Business
      • Auto & Transportation

      • All Automotive & Transportation
      • Aerospace, Defense
      • Air Freight
      • Airlines & Aviation
      • Automotive
      • Maritime & Shipbuilding
      • Railroads and Intermodal Transportation
      • Supply Chain/Logistics
      • Transportation, Trucking & Railroad
      • Travel
      • Trucking and Road Transportation
      • Auto & Transportation Overview

      • View All Auto & Transportation

      • Business Technology

      • All Business Technology
      • Blockchain
      • Broadcast Tech
      • Computer & Electronics
      • Computer Hardware
      • Computer Software
      • Data Analytics
      • Electronic Commerce
      • Electronic Components
      • Electronic Design Automation
      • Financial Technology
      • High Tech Security
      • Internet Technology
      • Nanotechnology
      • Networks
      • Peripherals
      • Semiconductors
      • Business Technology Overview

      • View All Business Technology

      • Entertain­ment & Media

      • All Entertain­ment & Media
      • Advertising
      • Art
      • Books
      • Entertainment
      • Film and Motion Picture
      • Magazines
      • Music
      • Publishing & Information Services
      • Radio & Podcast
      • Television
      • Entertain­ment & Media Overview

      • View All Entertain­ment & Media

      • Financial Services & Investing

      • All Financial Services & Investing
      • Accounting News & Issues
      • Acquisitions, Mergers and Takeovers
      • Banking & Financial Services
      • Bankruptcy
      • Bond & Stock Ratings
      • Conference Call Announcements
      • Contracts
      • Cryptocurrency
      • Dividends
      • Earnings
      • Earnings Forecasts & Projections
      • Financing Agreements
      • Insurance
      • Investments Opinions
      • Joint Ventures
      • Mutual Funds
      • Private Placement
      • Real Estate
      • Restructuring & Recapitalization
      • Sales Reports
      • Shareholder Activism
      • Shareholder Meetings
      • Stock Offering
      • Stock Split
      • Venture Capital
      • Financial Services & Investing Overview

      • View All Financial Services & Investing

      • General Business

      • All General Business
      • Awards
      • Commercial Real Estate
      • Corporate Expansion
      • Earnings
      • Environmental, Social and Governance (ESG)
      • Human Resource & Workforce Management
      • Licensing
      • New Products & Services
      • Obituaries
      • Outsourcing Businesses
      • Personnel Announcements
      • Real Estate Transactions
      • Residential Real Estate
      • Small Business Services
      • Socially Responsible Investing
      • Surveys, Polls and Research
      • Trade Show News
      • General Business Overview

      • View All General Business

  • Science & Tech
      • Consumer Technology

      • All Consumer Technology
      • Artificial Intelligence
      • Blockchain
      • Cloud Computing/Internet of Things
      • Computer Electronics
      • Computer Hardware
      • Computer Software
      • Consumer Electronics
      • Cryptocurrency
      • Data Analytics
      • Electronic Commerce
      • Electronic Gaming
      • Financial Technology
      • Mobile Entertainment
      • Multimedia & Internet
      • Peripherals
      • Social Media
      • STEM (Science, Tech, Engineering, Math)
      • Supply Chain/Logistics
      • Wireless Communications
      • Consumer Technology Overview

      • View All Consumer Technology

      • Energy & Natural Resources

      • All Energy
      • Alternative Energies
      • Chemical
      • Electrical Utilities
      • Gas
      • General Manufacturing
      • Mining
      • Mining & Metals
      • Oil & Energy
      • Oil and Gas Discoveries
      • Utilities
      • Water Utilities
      • Energy & Natural Resources Overview

      • View All Energy & Natural Resources

      • Environ­ment

      • All Environ­ment
      • Conservation & Recycling
      • Environmental Issues
      • Environmental Policy
      • Environmental Products & Services
      • Green Technology
      • Natural Disasters
      • Environ­ment Overview

      • View All Environ­ment

      • Heavy Industry & Manufacturing

      • All Heavy Industry & Manufacturing
      • Aerospace & Defense
      • Agriculture
      • Chemical
      • Construction & Building
      • General Manufacturing
      • HVAC (Heating, Ventilation and Air-Conditioning)
      • Machinery
      • Machine Tools, Metalworking and Metallurgy
      • Mining
      • Mining & Metals
      • Paper, Forest Products & Containers
      • Precious Metals
      • Textiles
      • Tobacco
      • Heavy Industry & Manufacturing Overview

      • View All Heavy Industry & Manufacturing

      • Telecomm­unications

      • All Telecomm­unications
      • Carriers and Services
      • Mobile Entertainment
      • Networks
      • Peripherals
      • Telecommunications Equipment
      • Telecommunications Industry
      • VoIP (Voice over Internet Protocol)
      • Wireless Communications
      • Telecomm­unications Overview

      • View All Telecomm­unications

  • Lifestyle & Health
      • Consumer Products & Retail

      • All Consumer Products & Retail
      • Animals & Pets
      • Beers, Wines and Spirits
      • Beverages
      • Bridal Services
      • Cannabis
      • Cosmetics and Personal Care
      • Fashion
      • Food & Beverages
      • Furniture and Furnishings
      • Home Improvement
      • Household, Consumer & Cosmetics
      • Household Products
      • Jewelry
      • Non-Alcoholic Beverages
      • Office Products
      • Organic Food
      • Product Recalls
      • Restaurants
      • Retail
      • Supermarkets
      • Toys
      • Consumer Products & Retail Overview

      • View All Consumer Products & Retail

      • Entertain­ment & Media

      • All Entertain­ment & Media
      • Advertising
      • Art
      • Books
      • Entertainment
      • Film and Motion Picture
      • Magazines
      • Music
      • Publishing & Information Services
      • Radio & Podcast
      • Television
      • Entertain­ment & Media Overview

      • View All Entertain­ment & Media

      • Health

      • All Health
      • Biometrics
      • Biotechnology
      • Clinical Trials & Medical Discoveries
      • Dentistry
      • FDA Approval
      • Fitness/Wellness
      • Health Care & Hospitals
      • Health Insurance
      • Infection Control
      • International Medical Approval
      • Medical Equipment
      • Medical Pharmaceuticals
      • Mental Health
      • Pharmaceuticals
      • Supplementary Medicine
      • Health Overview

      • View All Health

      • Sports

      • All Sports
      • General Sports
      • Outdoors, Camping & Hiking
      • Sporting Events
      • Sports Equipment & Accessories
      • Sports Overview

      • View All Sports

      • Travel

      • All Travel
      • Amusement Parks and Tourist Attractions
      • Gambling & Casinos
      • Hotels and Resorts
      • Leisure & Tourism
      • Outdoors, Camping & Hiking
      • Passenger Aviation
      • Travel Industry
      • Travel Overview

      • View All Travel

  • Policy & Public Interest
      • Policy & Public Interest

      • All Policy & Public Interest
      • Advocacy Group Opinion
      • Animal Welfare
      • Canadian Federal Government
      • Canadian Municipal Government
      • Canadian Provincial Government
      • Corporate Social Responsibility
      • Domestic Policy
      • Economic News, Trends, Analysis
      • Education
      • Environmental
      • European Government
      • FDA Approval
      • Federal and State Legislation
      • Federal Executive Branch & Agency
      • Foreign Policy & International Affairs
      • Homeland Security
      • Labor & Union
      • Legal Issues
      • Natural Disasters
      • Not For Profit
      • Patent Law
      • Public Safety
      • Trade Policy
      • Policy & Public Interest Overview

      • View All Policy & Public Interest

  • People & Culture
      • People & Culture

      • All People & Culture
      • Aboriginal, First Nations & Native American
      • African American
      • Asian American
      • Children
      • Diversity, Equity & Inclusion
      • Hispanic
      • Lesbian, Gay & Bisexual
      • Men's Interest
      • People with Disabilities
      • Religion
      • Senior Citizens
      • Veterans
      • Women
      • People & Culture Overview

      • View All People & Culture

  • Advanced Search
  • Overview
  • Multichannel Amplification
  • Monitoring
  • Distribution
  • Multimedia
  • Guaranteed Paid Placement
  • AI Tools
  • IR
  • Become a Client
  • Request a Demo
  • Editorial Bureaus
  • Partnerships
  • General Enquiries
  • Media
  • Worldwide Offices
  • Hamburger menu
  • Cision Canada
  • Send a Release
  • FR
    • Phone

    • 877-269-7890 from 8 AM - 10 PM ET

    • ALL CONTACT INFO
    • Contact Cision

      877-269-7890
      from 8 AM - 10 PM ET

  • Send a Release
  • Sign Up
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • GDPR
  • News in Focus
    • Browse All News
    • Multimedia Gallery
    • Trending Topics
  • Business
    • Auto & Transportation
    • Business Technology
    • Entertain­ment & Media
    • Financial Services & Investing
    • General Business
  • Science & Tech
    • Consumer Technology
    • Energy & Natural Resources
    • Environ­ment
    • Heavy Industry & Manufacturing
    • Telecomm­unications
  • Lifestyle & Health
    • Consumer Products & Retail
    • Entertain­ment & Media
    • Health
    • Sports
    • Travel
  • Policy & Public Interest
    • Policy & Public Interest
  • People & Culture
    • People & Culture
  • Send a Release
  • Sign Up
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • GDPR
  • Overview
  • Multichannel Amplification
  • Monitoring
  • Distribution
  • Multimedia
  • Guaranteed Paid Placement
  • AI Tools
  • IR
  • Send a Release
  • Sign Up
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • GDPR
  • Become a Client
  • Request a Demo
  • Editorial Bureaus
  • Partnerships
  • General Enquiries
  • Media
  • Worldwide Offices
  • Send a Release
  • Sign Up
  • Resources
  • Blog
  • Journalists
  • Webcasts
  • GDPR

Distinct Infrastructure Group Acquires Crown Utilities, Increases RBC Facility to $50M and Closes $10M Equity Financing

Distinct Infrastructure Group (CNW Group/Distinct Infrastructure Group Inc.)

News provided by

Distinct Infrastructure Group Inc.

Nov 21, 2017, 16:00 ET

Share this article

Share toX

Share this article

Share toX

TSXV:DUG │OTCQX:DSTFF

TORONTO, Nov. 21, 2017 /CNW/ - Distinct Infrastructure Group Inc. ("Distinct" or the "Company") is pleased to announce that it has acquired all of the issued and outstanding securities (the "Acquisition") of Crown Utilities Ltd. ("Crown") for an aggregate purchase price of $17 million (the "Purchase Price"); refinanced its existing credit facility with Royal Bank of Canada ("RBC") for a total of $50M; and closed a $10M brokered private placement offering of common shares (the "Private Placement").

Crown Acquisition

Crown specializes in the installation of utility services in Winnipeg and across Manitoba, and provides situational and complete turn-key services for commercial, industrial, and residential projects. Crown currently attributes a significant percentage of revenue from the province's largest utility provider. Crown is a provincial leader in the installation of shallow utilities: directional drilling, hydrovac excavation, ploughing, transmission lines/regulator stations, engineering and design/build.

The Purchase Price was satisfied through the payment of $13 million in cash and the issuance of an aggregate of 2,962,963 common shares ("Consideration Shares") in the capital of the Company at a deemed value of $1.35 per Consideration Share, half of which will be subject to the statutory four month hold period and the balance will be restricted from trading until December 31, 2018. The Consideration Shares are subject to a statutory four-month hold period, expiring on March 22, 2018. The Acquisition is subject to customary post-closing working capital adjustments and Crown was acquired on a debt-free basis. The Company also paid a finder's fee in the aggregate amount of $135,000 to an arm's length third party.

New Insider and Appointment of Director

As a result of the Private Placement, SeaFort Capital Inc. ("SeaFort Capital") became an insider of the Company.  SeaFort Capital  subscribed  for 6,800,000 shares, at a total subscription price of $9,180,000. Immediately after the Private Placement, SeaFort Capital owns 6,800,000 shares representing approximately 15.8% of the outstanding shares. SeaFort Capital is a Canadian investment firm based in Halifax, Nova Scotia, with a strong management team and board of directors. SeaFort Capital is mandated to invest in well-positioned businesses throughout Canada that exhibit strong reputations in their respective industries. SeaFort Capital purchased the shares for investment purposes.

Key Highlights of the Crown Acquisition

  • The Acquisition is expected to provide immediate accretion to Distinct's Adjusted EBITDA and Adjusted EPS;
  • Crown represents a continuation of Distinct's acquisition strategy with a strong foothold in Manitoba, and a clear pathway to accelerated growth;
  • Crown's customers include major provincial hydro and telecom players, providing Distinct with a stronger, larger and more diversified platform of blue chip customers and business opportunities;
  • Looking forward, Crown's experienced management will join the Company, allowing Distinct to further execute its growth strategy;
  • Management expects to leverage its operational expertise in integrating Crown operations to drive synergies, cross sell across platforms and drive efficiencies due to greater scale; and
  • Crown adds an aggregate of 700 plus vehicles and 500 plus employees

Note: Adjusted EBITDA and Adjusted EPS are non-GAAP/IFRS figures. "Adjusted EBITDA" represents EBITDA plus share-based compensation and one-time costs. "Adjusted EPS" represents Adjusted Net Income divided by the average number of common shares outstanding for each period and Adjusted Net Income divided by the weighted average number of diluted common shares outstanding.

Non-GAAP financial measures do not have standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Specific items may only be relevant in certain periods. For reconciliation of non-GAAP financial measures please refer to the Company's Management Discussion and Analysis for the period ended June 30, 2017.

"We are pleased to announce the acquisition of Crown in addition to a new debt facility and concurrent equity financing," said Joe Lanni, Co-Chief Executive Officer of the Company. "Distinct continues to deliver on its acquisition strategy and we view Crown as a robust business that will deliver immediate benefits to the Company, its shareholders and our clients. Crown represents a continuation of the Company's plan to expand its operations and presence in Western Canada and to become a national Canadian firm. Crown's hydro and telecom construction business is complimentary to that of Distinct and will allow us to diversify our customer base and expand into new markets and services."

$50 Million Debt Facility

The Company is also pleased to announce that it has finalized an amended and expanded senior secured credit facility with its existing lender, the RBC. The Facility is in the form of a $30 million revolving line of credit and a $20 million term loan, with an aggregate amount of $50 million. Commercial terms on the Facility are not materially different then the Company's existing debt agreement with RBC. The Facility will be used to pay a portion of the cash component of the Purchase Price. The balance of the Facility will be used for the general working capital purposes and to finance the continued growth of the Company's business

$10 Million Private Placement

The Company also announces that it has completed a brokered Private Placement of 7,614,000 common shares at a price of $1.35 per share for aggregate gross proceeds of $10,278,900. A portion of the net proceeds was used to finance the cash component of the Purchase Price, with the balance being used for general corporate and working capital purposes. AltaCorp Capital Inc. ("AltaCorp") acted as exclusive financial advisor on the Acquisition, and as lead agent and sole bookrunner in connection with the Private Placement. For their services in connection with the Private Placement, AltaCorp received a cash commission equal to 4% of the gross proceeds from the Private Placement. The shares issued pursuant to the Private Placement are subject to a statutory four month hold period expiring on March 22, 2018. As a result of the Private Placement, SeaFort Capital became an insider of the Company and were granted a board seat on the board of directors of the Company. SeaFort Capital is a Canadian investment firm based in Halifax, Nova Scotia and boasts a strong management team and board of directors. SeaFort Capital is mandated to build lasting relationships with businesses throughout Canada that exhibit strong reputations in the industries that they operate in.

"We are excited to have SeaFort Capital as a partner and valued long term investor," said Alex Agius, "SeaFort has a proven track record of identifying successful companies that are leaders in their respective industries. With its experienced management team and board of directors that include some of Canada's most successful and respected business leaders, the Company will be well positioned to achieve its goals."

Rob Normandeau commented "SeaFort is pleased to have made a significant investment in Distinct, and we are excited to support the Company as it executes its expansion strategy. We have been impressed by the energy, expertise and vision demonstrated by Alex and Joe, and we are excited by the Company's growth potential."

About Distinct Infrastructure Group:

Distinct Infrastructure Group Inc. is a turnkey solutions firm providing design, engineering, construction and maintenance services to telecommunication firms, utilities and government bodies. Distinct's full service suite of offerings includes underground construction, aerial construction, inventory management, and technical services including fibre to the building and home. The Company's head offices are located in Toronto, Ontario, with additional offices in Edmonton, Alberta.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

Certain statements contained herein constitute forward-looking statements within the meaning of applicable Canadian securities laws, including statements concerning the anticipated use of proceeds of the Private Placement;  and the anticipated synergies and benefits of the Acquisition of Crown. Distinct believes the expectations reflected in those forward-looking statements are reasonable but there can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking statements. As a result, such forward-looking statements included herein should not be unduly relied upon. These forward-looking statements are based on information currently available to Distinct and on assumptions Distinct believes are reasonable. A description of assumptions used to develop such forward-looking statements and a description of additional risk factors that may cause actual results to differ materially from such forward-looking statements can be found in the Corporation's disclosure documents on the SEDAR website at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

SOURCE Distinct Infrastructure Group Inc.

Manny Bettencourt, Chief Financial Officer, Distinct Infrastructure Group Inc., Email: [email protected], [email protected], 416.675.5332

Modal title

Organization Profile

Distinct Infrastructure Group Inc.

Distinct Infrastructure Group Inc.

Contact Cision

  • 866-245-2317
    from 8 AM - 10 PM ET
  • Become a Client
  • Request a Demo
  • Editorial Bureaus
  • Partnerships
  • General Enquiries
  • Media

Products

  • Cision Communications Cloud®
  • Media Monitoring
  • Content Distribution
  • Multimedia Distribution
  • Measurement & Analytics
  • Investor Relations

About

  • About Cision Canada
  • About Cision
  • Media Partners
  • Careers
  • Accessibility Statement
  • APAC
  • APAC - Simplified Chinese
  • APAC - Traditional Chinese
  • Brazil
  • Canada
  • Czech
  • Denmark
  • Finland
  • France
  • Germany
  • India
  • Indonesia
  • Israel
  • Japan
  • Korea
  • Mexico
  • Middle East
  • Middle East - Arabic
  • Netherlands
  • Norway
  • Poland
  • Portugal
  • Russia
  • Slovakia
  • Spain
  • Sweden
  • United States
  • Vietnam

My Services

  • All News Releases
  • Online Member Centre
  • Next Gen Communications Cloud
  • Cision Communications Cloud®
  • my CNW

Do not sell or share my personal information:

  • Submit via [email protected] 
  • Call Privacy toll-free: 877-297-8921

Contact Cision

Products

About

My Services
  • All News Releases
  • Online Member Centre
  • Next Gen Communications Cloud
  • Cision Communications Cloud
  • my CNW
877-269-7890
from 8 AM - 10 PM ET
  • Terms of Use
  • Information Security Policy
  • Site Map
  • Cookie Settings
  • Accessibility Statement
Copyright © 2025 CNW Group Ltd. All Rights Reserved. A Cision company.