EX-4.9


  Exhibit 4.9
  
 

FIRSTSERVICE CORPORATION
  

MATERIAL CHANGE REPORT
 (Form 51-102F3)

 

		1.	Name and Address of Company

 

 
 FirstService Corporation
(“FirstService”)
 1140 Bay Street, Suite 4000

Toronto, Ontario M5S 2B4
  

		2.	Date of Material Change

  

May 23, 2019
  

		3.	News Release

 

 
 A news release was disseminated on May 23, 2019
through GlobeNewswire.
  

		4.	Summary of Material Change

  

On May 23, 2019, FirstService announced that it had entered into a definitive agreement to acquire Global Restoration Holdings, LLC (“Global
Restoration” or the “Company”), 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.
  

		5.	Full Description of Material Change

 

 
 The news release annexed hereto as Schedule
“A” provides a full description of the material change.
  

  


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2
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		6.	Reliance on Subsection 7.1(2) of National Instrument 51-102

  

This report is not being filed on a confidential basis.

 

		7.	Omitted Information

 

 
 No significant facts remain
confidential in, and no information has been omitted from, this report.
  

		8.	Executive Officer

  

If further information is required, please contact Jeremy Rakusin, Chief Financial Officer, at 416-960-9500.

 

		9.	Date of Report

 

 
 DATED at Toronto, Ontario this
27th day of May, 2019.
  

 
  

 
  

 
  

 
 

  





  
 SCHEDULE
“A”
  
 

	 	 

	 	COMPANY CONTACTS:
	 	 
	 	D. Scott Patterson
 
	 	President & CEO
	 	FirstService Corporation
	 	(416) 960-9500
	 	 
	 	Jeremy Rakusin
	 	CFO
	 	FirstService Corporation
	 	(416) 960-9500

 
 


 
  


 


 


 FOR IMMEDIATE RELEASE

 
 FIRSTSERVICE TO ACQUIRE GLOBAL RESTORATION HOLDINGS

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

TORONTO, Ontario, May 23, 2019 - FirstService Corporation (TSX and NASDAQ: FSV) (“FirstService”) announced today that it has entered into a definitive
agreement to acquire Global Restoration Holdings, LLC (“Global Restoration” or the “Company”), 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.
  


  


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2
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 “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.
  

About FirstService Corporation

 
 FirstService Corporation is a North American leader in
the essential outsourced 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 $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 the NASDAQ and the Toronto Stock Exchange under the symbol “FSV”. 
  

For the latest news from FirstService Corporation, visit www.firstservice.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 www.deloscap.com.

 

  


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3
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 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.
  

 
 

 


  
 





  FIRSTSERVICE CORPORATION
  

MATERIAL CHANGE REPORT
 (Form 51-102F3)

 
 

		1.	Name and Address of Company

 
  

FirstService Corporation (“FirstService”)
 1140 Bay Street,
Suite 4000
 Toronto, Ontario M5S 2B4
  

		2.	Date of Material Change

  

June 21, 2019
  

		3.	News Release

  
 A news release was disseminated
on June 21, 2019 through GlobeNewswire.
  

		4.	Summary of Material Change

  
 On June 21, 2019,
FirstService announced that it had completed its previously announced acquisition of approximately 95% of Global Restoration Holdings, LLC (“Global Restoration”), the second largest commercial and large loss property restoration
firm in North America, for a purchase price of approximately $505 million. Global Restoration’s senior management team, including Jeff Johnson, Stacy Mazur and Dave Demos, continue to lead Global Restoration’s day-to-day operations and
have retained the balance of the equity.
  
 In connection with the completion of the
acquisition, FirstService entered into an $890 million amended and restated credit facility (the “New Credit Agreement”), consisting of its existing $450 million revolving credit facility and a new $440 million term loan. The
maturity date of the revolving credit facility under the New Credit Agreement remains January 2023, and the maturity date of the term loan under the New Credit Agreement is June 2024. Repayment of the term loan is to be made in installments of 5%
per annum, paid quarterly, commencing in September 2020, with the balance payable at maturity. The Global Restoration acquisition was funded through a combination of the new term loan, additional funds drawn under the revolving credit facility and
available cash on hand. The revolving credit facility under the New Credit Agreement will continue to be utilized for working capital and general corporate purposes and to fund FirstService’s tuck-under acquisition program.

 

	5.	Full Description of Material Change

 
  

The news release annexed hereto as Schedule “A” provides a full description of the material change.

 

		6.	Reliance on Subsection 7.1(2) of National Instrument 51-102

  

This report is not being filed on a confidential basis.
  



  


 


  

		7.	Omitted Information

  
 No
significant facts remain confidential in, and no information has been omitted from, this report.
  

		8.	Executive Officer

  
 If further information is
required, please contact Jeremy Rakusin, Chief Financial Officer, at 416-960-9500.
  

		9.	Date of Report

 
  

DATED at Toronto, Ontario this 21st day of June, 2019.
  

 
  
 

 
  
 

  


 


 
  
 SCHEDULE
“A”
  
 

	 	 	

	 	 	 
	 	 	COMPANY CONTACTS:
  
 D. Scott Patterson

President & CEO
 FirstService Corporation
 (416) 960-9500

 
 Jeremy Rakusin
 CFO
 FirstService
Corporation
 (416) 960-9500


 

 
  
 


 
 FOR IMMEDIATE
RELEASE
  
 FIRSTSERVICE COMPLETES ACQUISITION OF GLOBAL RESTORATION HOLDINGS 

 
 Leading Commercial and Large Loss Firm to Accelerate Growth of Property Restoration
Platform 
  
 TORONTO, Ontario, June 21, 2019 - FirstService Corporation (TSX and NASDAQ: FSV)
(“FirstService”) announced today that it has completed its previously announced acquisition of approximately 95% of Global Restoration Holdings, LLC (“Global Restoration”), the second largest commercial and large loss property
restoration firm in North America, for a purchase price of approximately $505 million. Global Restoration’s senior management team, including Jeff Johnson, Stacy Mazur and Dave Demos, continue to lead Global Restoration’s day-to-day
operations and have retained the balance of the equity.
  
 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. Global Restoration 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 earnings of $40 million.
  

In connection with the completion of the acquisition, FirstService has entered into an $890 million amended and restated credit facility (the “New Credit Agreement”),
consisting of its existing $450 million revolving credit facility and a new $440 million term loan. The maturity date of the revolving credit facility under the New Credit Agreement remains January 2023, and the maturity date of the term loan under
the New Credit Agreement is June 2024. Repayment of the term loan is to be made in installments of 5% per annum, paid quarterly, commencing in September 2020, with the balance payable at maturity. The new term loan commitments under the New Credit
Agreement were substantially oversubscribed by a syndicate of 12 banks, led by The Toronto-Dominion Bank and including Bank of Montreal, Canadian Imperial Bank of Commerce, HSBC Bank, The Bank of Nova Scotia, JP Morgan Chase Bank, U.S. Bank, Bank of
America, MUFG Union Bank, National Bank, Raymond James Bank and Wells Fargo Bank.
  
 

  


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 The Global Restoration acquisition was funded through a combination of the new term loan,
additional funds drawn under the revolving credit facility and available cash on hand. The revolving credit facility under the New Credit Agreement will continue to be utilized for working capital and general corporate purposes and to fund
FirstService’s tuck-under acquisition program.
  
 “We appreciate the strong endorsement and
confidence of our bank group in providing us with the necessary financing to complete this significant acquisition,” said Jeremy Rakusin, Chief Financial Officer. “At the same time, we will continue to ensure we maintain financial
flexibility to drive all growth initiatives across FirstService’s business lines,” he added.
  

“With the successful closing of the transaction, I am delighted to formally welcome the entire Global Restoration team into the FirstService family,” said Scott Patterson,
Chief Executive Officer. “We are excited about the complementary fit between Global Restoration and our Paul Davis franchise system and look forward to working closely with both teams to accelerate growth in the property restoration
industry,” he concluded.
  
 About FirstService
Corporation
  
 FirstService Corporation is a North American leader in the essential outsourced
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 more than $2 billion in annual revenues and has approximately 22,000 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 the NASDAQ and the Toronto Stock Exchange under the symbol “FSV”.

 
 For the latest news from FirstService Corporation, visit www.firstservice.com.

 
  
 

  


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3
-


  
 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 continuation of Global Restoration’s senior management team and the impact of the acquisition on FirstService’s business, growth and future financial and
operating results. 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: FirstService is unable to promptly and effectively integrate Global Restoration’s
businesses; management’s time and attention is diverted on integration-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.