Elevate Service to acquire Think Green for $5.15M

Executive Summary

• Elevate Service Group Inc. is acquiring Think Green Solutions Inc. and its affiliated entities to establish a national lighting platform, accelerating its strategy of building a vertically integrated national facilities services platform.
• The transaction is valued at $5.15 million, comprising cash, deferred payments, common shares, and a promissory note, and is expected to be immediately accretive to earnings.
• The acquisition adds a high-margin lighting vertical with historical EBITDA margins of 22-24%, expanding Elevate's ability to deliver integrated electrical, lighting, and facilities maintenance services to national multisite customers.

Key Details

• Transaction Value: Aggregate purchase price of $5.15 million.
• Consideration Structure:
  • $1.35 million in cash.
  • $600,000 in deferred payments.
  • $1.45 million in common shares (approximately 909,100 Elevate common shares, subject to a two-year lock-up).
  • $1.75 million promissory note with a three-year term, accruing interest at 2%, 3%, and 4% in respective years.
• Target Financials: Average revenues for 2024 and 2025 were approximately $6.3 million, with average EBITDA margins in the 22% to 24% range.
• Strategic Rationale:
  • Establishes a high-margin national lighting vertical with historical EBITDA margins exceeding 20%.
  • Expands cross-selling opportunities across national accounts (retailers, grocers, property owners, industrial operators).
  • Accelerates electrical internalization by integrating Think Green’s subcontracted electrical work into Elevate’s internal teams to improve margins.
  • Strengthens vertical integration by combining product sourcing, distribution, installation, and maintenance capabilities.
• Closing Conditions: Subject to customary conditions, including finalizing definitive documentation and TSX Venture Exchange approval. Expected completion in March 2026.
• Management Changes: Founders and owners of Think Green are entering new employment agreements with Elevate to oversee operations and sales.
• Additional Operational Hire: Luke Einwechter hired as vice-president of operations and integration.
  • Grant of 30,000 stock options with a $1.50 exercise price and five-year term.
  • Vesting schedule: 50% after the third year and 50% after the fourth year.

Notable Quotes

• Paul Bissett, CEO: "Think Green represents a strategically aligned, margin-enhancing addition to our platform. The business brings a high-quality national client base, strong historical EBITDA margins, and meaningful internalization opportunities that support both revenue growth and operating leverage as we continue scaling Elevate's integrated service model."
• Romeo Di Battista Jr., Chairman: "Think Green is an ideal fit within our long-term strategy of building a dominant, vertically integrated national service provider. Now powered by Elevate, Think Green's specialized product capabilities and national account relationships will benefit from our expansive infrastructure, creating a more robust and scalable growth engine for the entire group."