Fairfax Financial Holdings Ltd. is preparing to acquire Carillion Canada's core businesses, separating a portion of the company from collapsing U.K. construction giant Carillion PLC.
Under the deal, Fairfax will take control of the Canadian construction support and facilities management businesses, which provide service to clients such as airports, commercial and retail properties, defence facilities, some hospitals and natural resource companies.
Carillion Canada recently filed for bankruptcy protection in Ontario, casting uncertainty over the prospects of the company's 7,500 employees and threatening to stall projects at dozens of hospitals, hotels and airports from coast to coast. Simon Buttery, CEO of Carillion Canada, said in a statement that more than 4,500 members of his team will now be joining Fairfax.
The Toronto-based insurance and investments company is set to step in at a moment when Carillion Canada is grappling with how to extricate itself from the debt burdens of its U.K. parent company. Carillion, which employs 43,000 people globally, filed for liquidation in London on Jan. 15 after failing to reach a refinancing package to support £1.2-billion ($2.1-billion) in debts owed to lenders. The company operates in Britain, the Middle East and Canada, and it held more than 400 government contracts in Britain.
Carillion Canada, which accounts for about 11 per cent – about $1-billion – of global revenues, at first publicly stated that its operations would be able to continue normally amid the crisis. But within a few days, it became clear that the liquidity crunch would reach across the sea, and the business was forced to seek bankruptcy protection in order to stabilize in late January.
"This transaction will provide certainty and stability for the clients we work for and the customers we serve, and a strong platform for the continued growth of the business," Mr. Buttery said in the statement.
Fairfax has a reputation in Canada for investing in beleaguered businesses and has stepped in to rescue operations from creditor protection on previous occasions. In 2016, Fairfax and CI Financial Corp. bought Golf Town, Canada's largest golf retailer, and its struggling U.S. parent company filed for bankruptcy protection. Last year, it teamed up with Power Corp.'s private equity fund Sagard Holdings Inc. to buy hockey equipment maker Performance Sports Group Ltd. for about US $575-million, after a lengthy restructuring process in bankruptcy protection failed to attract other bidders.
Carillion Canada was also forced into a tough corner in recent weeks. Court documents show it owes around $750-million to various creditors, with cash flows that wouldn't support operations beyond Feb. 17. The company said in court filings that it would seek new financing and could sell some assets.
Not all of Carillion Canada will be scooped up by Fairfax. Among the assets left behind are road-maintenance services such as snow removal for approximately 40,000 kilometres of highways across Ontario and Alberta.
"The services business of Carillion Canada has an excellent long-term track record, and we look forward to working with this team in growing their business over the long-term," said Prem Watsa, CEO of Fairfax, in a statement.
The deal still requires approval by the Ontario Superior Court of Justice as well as other regulatory approvals and due diligence work by Fairfax, the company said. The deal is expected to close in the first quarter of 2018.
Carillion Canada has experience operating across the country's diverse climate, including building in the Northwest Territories and redeveloping Toronto's Union Station transit hub. Carillion is not only a manager of infrastructure – including project finance, design, engineering and construction – but also provides a variety of services, such as camp management and catering for natural resource companies.
For Fairfax, the deal may align with its plans to buy and rebuild the deep water port and rail line leading to Churchill, Man., along with partners.
Right now, the assets are largely unusable as a result of flood damage, and the current owner, Denver-based Omnitrax, has yet to settle with the government over the cost of repairs. Fairfax was drawn to the prospect that Churchill could be an instrumental port if the Northwest Passage becomes a crucial trade pathway as climate change continues.
Fairfax says negotiations have been slow due to the number of stakeholders and parties involved. The company wants to take over the assets and repair the track before next winter, but has previously stressed that the deal must be economic and make business sense.
With files from Paul Waldie