Welcome, ladies and gentlemen, to the Bird Construction webcast. We will begin with a presentation led by Terri McKibbon, President and Chief Executive Officer and Wayne Gingrich, Chief Financial Officer, which will then be followed by a question and answer session. Analysts and institutional investors who wish to ask a question should have their webcast muted when dialing into the conference number provided. At any time during the presentation today, you may press the star and one on your telephone to be placed into the question queue. You will hear a tone acknowledging your request.
When we are ready for questions, you will be introduced into the conference in the order that you were received. As a reminder, all participants are in listen only mode and the webcast is being recorded. At this time, I would like to turn the conference over to Mr. Wayne Gingrich, CFO of Bird Construction. Please go ahead, Mr.
Gingrich.
Thank you, operator. Good morning, everyone, and thank you for joining us on this call. With me today is Terry McGivin, our President and Chief Executive Officer. Today's call is focused on the transaction we announced earlier this morning. If you have not seen the news release, you can find it on our website at bird.cainvestors.
We have prepared some presentation slides, which we'll be referencing throughout the call. Those slides are also posted on our website in the Investor Relations section. Before I turn the call over to Terry, let me remind everyone that certain statements in this presentation may be forward looking in nature with a number of risk factors and uncertainties causing actual results to differ materially from the expectations. I would refer you to a more complete disclosure contained in Bird's most recent annual information form. This includes statements involving known and unknown risks, uncertainties and other factors outside of management's control that could cause actual results to differ materially from those expressed in the forward looking statements.
Bird does not assume responsibility for the accuracy and completeness of the forward looking statements and does not undertake any obligation to publicly revise these forward looking statements to reflect subsequent events or circumstances. For additional information about possible risks, please see our annual information form dated 03/10/2020, which is available on SEDAR or our website. With that, let me turn the call over to Terry. Thank you. Thank you, Wayne, and good morning, everyone.
This is a very exciting day for us and one that is very positive for both companies and stakeholders. Let me begin by outlining today's call. If you'll turn to Slide five, we will walk you through the benefits and structure of the transaction, profile the new business, review pro form a financials, and provide some color regarding what the new business will look like and how it will operate and how it will create value for all stakeholders, including shareholders, as well as our new footprint, our cultural alignment, and value creation opportunities. We'll then open the call for your questions. Combination of our two historic businesses will create an attractive platform for growth, and we highlight the many benefits on this slide.
Combination of our businesses will greatly enhance our breadth and scale and further diversify our business across services, end markets, and geography. We will become a top five construction company in Canada, benefiting our clients with an expanded footprint across multiple service offerings. At the same time, we're expanding our backlog and strengthening our balance sheet. All of these benefits also mean very exciting opportunities for our respective employees. Our greater breadth and strength improve our positioning for infrastructure projects in the years ahead.
It will position us to create significant value for stakeholders, including cost savings and earnings accretion. This acquisition is compelling for a number of key strategic, operational and financial reasons, many of which are outlined on Slide seven. Let me highlight some of those benefits. Strategically, this transaction is transformative for us as we are gaining significant additional scope and scale. It diversifies our offering across services and across geographies, and we will better we will be better placed to self perform many of these activities.
And we expect to be busy with the combined high profile pipeline both of our companies have built. Operationally, we are gaining scale, a technology platform, and a more comprehensive service solution. We are gaining exposure to the important maintenance, repair and operations or MRO, master services agreement work. Additionally, Stuart Olson's industry leading capacity to perform construction management is a new growth area for us, which will be advanced through this acquisition. We will be able to deliver a complete range of electrical services, mostly self perform to the Commercial Systems Group.
We're acquiring a technology advanced business that we expect will enhance our operating efficiencies. Finally, the acquisition is accretive to cash flow and earnings with a combined backlog of more than $3,000,000,000 Post recovery in oil and gas will create considerable accretion for this combined entity, and we have the opportunity to realize synergies to create additional value and improve pro form a margins. For those of you less familiar with Stuart Olson's business, let's spend some time there on Slide eight. Stuart Olson has a diversified portfolio with a balanced exposure to a wide range of public, private and industrial end markets. The business has three operating segments, industrial, buildings and commercial systems.
The industrial group provides electrical mechanical, instrumentation, high voltage testing, insulation, cladding and scaffolding services to clients in energy, petrochemicals, and mining along with general contracting. The industrial groups represent about 30% of Stuart Olsen's revenue and 34 of EBITDA. The buildings group provides general contracting services including new construction renovations, retrofits to public and private sector clients from BC to Ontario. Buildings generates 45% of the company's revenue and 41% of EBITDA. Commercial Systems Group provides electrical and related system services.
This includes design and installation of complex electrical distribution infrastructure, structured cabling, data communications, security and life cycle services to both public and private sector clients. This group generates 25% of top line revenue and 26% of EBITDA. Slide nine provides a historical overview of Bird's business. Our dynamic business model allows us to take advantage of opportunities as they arise through the cycle. The acquisition of Stuart Olson will further strengthen much of what we do.
We will see greater diversification of revenue with the acquisition as seen in the two bars on the right. They compare Bird's 2019 actuals with a combined entity. Stuart Olson's commercial systems business would represent a little more than 10% of revenues of the combined entity with buildings, now roughly 54%, and industrial heavy civil industrial and heavy civil, 36%. That greater diversification extends to end markets and geographies as well. Together, we have a combined backlog of greater than $3,000,000,000 plus more than $1,000,000,000 of pending backlog.
Slide 10 illustrates the performance of the two companies individually. Both are projected with a look at historical revenue and adjusted EBITDA along with forward looking analyst estimates. I spoke about the geographical diversification resulting from this transaction and that is illustrated on slide 11. We expect to be in a position to combine a number of offices to facilitate collaboration and teamwork while also contributing to the synergies this deal offers, which we will discuss in more detail shortly. If you turn to slide 12, I wanna spend some time discussing our line culture and values.
Our organization boasts two strong and experienced workforces that will efficiently combine to form a company of approximately 5,000 people, including salaried and hourly employees. While there's minimal overlap between our operations, our organization share a number of similarities. We're both deeply rooted in Canada, each with over a hundred years of history. We have a shared strategic focus on growth and diversification and corporate cultures founded on the values of safety, teamwork, people, integrity, and stewardship. This cultural alignment will help pave the way for a smooth integration of our two companies.
Stuart Olson is a very progressive company, has been consistently recognized as an employer of choice with its people programs. This fits well with Byrd's build the team strategic initiative and we expect to leverage much of what Stuart O'Shannon has accomplished. I'll now turn the call over to Wayne to walk through some of the highlights of the pro form a company.
Thanks, Terry. I'm beginning on Slide 13. The first chart on the left looks at the revenue of the pro form a entity incorporating consensus estimates. This year, that puts the range between 2,100,000,000.0 and $2,200,000,000 with it increasing to between $2,400,000,000 and $2,600,000,000 next year. The EBITDA of the pro form a entity shows a consensus of between $56,000,000 and $76,000,000 this year, increasing to between 87,000,000 and $112,000,000 next year.
These illustrate our significantly larger footprint, in part owing to the diverse and geographically balanced backlog of services. The combined entity creates a platform to generate strong sustainable EBITDA. The combined entity also offers strong pro form a cash flow generation as illustrated on Slide 14. This is an accretive acquisition at low leverage with strong cash flows to support dividend payments. Sometimes transformative transactions can strain the balance sheet, but we were very careful to avoid that scenario when structuring this acquisition.
As we show on Slide 15, our pro form a leverage is expected to remain one of the lowest in the industry. This will provide us with flexibility to successfully integrate and grow the combined businesses. Now I'll turn things back to Terry.
So we've referenced expected synergies throughout the presentation. Let me spend a moment illustrating the specific opportunities we see from an operating segment perspective on Slide 16. Combined, our industrial groups will provide us scale and broader service expertise, something of considerable importance for those clients looking to consolidate their vendor list. It will also open the door to significant cross selling opportunities as we will be better placed to offer complimentary services across the group. The combined commercial and institutional segment will have an enhanced geographical diversification truly from coast to coast, And for Bird, we will be gaining strong relationships with new clients.
We believe that the combined entity will also better position us in the emerging smart buildings market. When we look at what our heavy civil and Stuart Olsen's commercial systems, we're largely looking at complementary offerings. This means we're able to offer a much broader suite of services for Stuart Olsen, and it means a full national platform allowing for new growth opportunities. Slide seven quantifies what those synergies and value creation opportunities look like. We foresee reducing expenses expenditures through a number of areas.
One is redundant board fees, executive comp, and public company related fees. Another is optimizing our leased facilities and direct cost savings associated with greater purchasing economies of scale. This is expected to total approximately $10,000,000 annualized at the end of twenty twenty one, the first full year of operating as a combined entity. This amount does not include expected financial synergies. These stem from Stuart Olsen's high leverage and the subsequent elimination of interest payments.
Additional financial synergies may come from the write down of intangible assets upon closing of the transaction, and this too would result in an increase in EPS. We expect income before taxes and synergies of $25,000,000 in total. Let me spend a couple of moments recapping the transaction itself. If you turn to slide 18, you will see that the aggregate consideration is 96,500,000.0, consisting of 30,000,000 in cash and 66,500,000.0 in Bird shares based on the five day VWAP average trading price ending July 17 of $6 and 32% $6.32 per share. Slide 19 details how the 96,500,000.0 is to be allocated amongst Stuart Olson's secured creditors, unsecured convertible debenture holder, which is Cancel Investment Counsel, and Stuart Olson's shareholders.
$70,000,000 will be paid to the lenders under the secured credit facilities. Cancel will acquire $40,000,000 worth of Bird shares and that amount combined with Bird's cash investment of 30,000,000 constitutes the 70,000,000 paid to the secured creditors. In addition to its purchase of Bird shares, Cancell will receive $22,500,000 worth of Bird shares. Stuart Olson shareholders will receive approximately $4,000,000 worth of Bird shares. On closing, Cancell will own approximately 10,000,000 Bird shares, representing approximately 18.8% of the issued and outstanding shares of the pro form a entity.
Our path to closing is shown on Slide 20. We are targeting a close in October. Stuart Olson shareholders do need to approve the transaction and we expect they will be receiving a meeting notification and circular in August with a meeting following in mid September. The transaction also remains subject to approval of the Competition Act. Burritt and Stuart Olson will continue to operate independently of each other until such time as the approval has been received and the transaction closes.
Let me conclude with a high level recap of the benefits we expect from this combination. When you put it all together, it's clear to see why we're so excited about the future as a result of this transaction. We will immediately increase our size and scope and offer shareholders of both companies long term value creation. It will diversify risk across services, end markets, and geographies. Our size and scope will enhance opportunities for our respective employees.
It enhances our full service offerings to clients, which in turn can strengthen our relationships with them. It will also broaden our customer base. We see opportunities to generate cost savings and operating synergies. It should mean a company with broader markets appeal and ideally enhanced trading liquidity and more analyst coverage. The move constitutes to support a dividend, continues to support a dividend and enhances our long term diversified growth prospects.
By bringing these two historic entities together and the 5,000 people who work for both, we are creating premium mid cap construction company in Canada. With that, I welcome your questions and turn the call back to the operator.
We will now begin the question and answer session. You. The first question is from Yuri Lynk with Canaccord Genuity. Just
digging in a little bit on putting a fixed price contractor and and a mostly cost reimbursable one together. In the past, that hasn't gone extremely well. This is obviously a bit of a different situation. But how do you plan on on running the those two portions of of your, call it, your general contracting business? Will they be under one management team?
Will the sales staff be offering both fixed price and and and reimbursable? Or or or just how do you plan on on merging those two different very different capabilities?
So, you know, you're it's a good it's a very good question. So let me just kinda outline how this will evolve. So not dissimilar on the industrial side. The two businesses really don't overlap, rarely compete against each other. But when you when you sit on both sides of and see, and we spent the last two months, around the clock, you know, working through a process to, understand this business, and we understand it very well.
And when you when you're able to do that and look at where they're you know, where they operate and how they operate and then you combine it with, you know, our business, first of all, there's a tremendous number of synergies in terms of systems, in terms of, you know, employee programs, and and they've they've done a really nice job on engagement. And they you know, you start to to look at facilities. You start to look at facilities in a post, you know, COVID environment with reduced space. We're all, you know, obviously adapting to working from home. And then you essentially have two, you know, general contracting groups that service different clients because of the profile of the different contracts.
So we don't see, you know, we don't see the the in the sense, putting those groups, you know, into the same focus because they have different they have different focal points. And it's no different than, as you know, in my previous life, we had different types of businesses that did the same thing but for different clients. In some cases, you can have, you know, groups in your in the same facility sharing the same technology, the same programs, the same space, the same efforts, the same even the same Salesforce. It's just your salesman now have a number of different tools in their tool belt. And when you're looking at, you know, the the combination of the groups, yeah, it's a different type of culture because you're, you know, you're you're looking at the front end in a in a, you know, in a commercial or or in a construction management role.
You're spending a tremendous amount of time with the client on the front end. In in our case, we predominantly respond to clients that have projects that are fully baked unless we're doing a design builds and things like that. But we're typically responding to large initiatives that are fully developed, and that's been Bird's history. And so I see the two fitting together from the time I've spent on this, which has been significant, extremely well.
Okay. Maybe one for Wayne. Just I I missed the the breakdown of of the cost synergies, particularly interested in the number that I think you might have given around D and A. Can you just run through that that breakdown of the 25,000,000?
Certainly, Yuri. So we're talking about $25,000,000 in total cost synergies. That's broken down with $10,000,000 of EBITDA synergies, which is primarily driven just by public company costs and in facilities and such. And then there's about $10,000,000 worth of interest cost savings there as well and about $5,000,000 of net depreciation and amortization savings just with the changes to intangible assets and things like that. So a total of $25,000,000 from an EPS perspective.
The next question comes from Maxim Sytchev with National Bank Financial. Please go ahead.
Hi, good morning, gentlemen.
Good morning, Max.
Hi, Max.
Terry, I guess maybe the first question is in relation to the buildings practice that Stuart Olson had. I I think that's kind of where, you know, some of the legacy issues resided, especially kind of on the back of secret transaction. So I'm wondering if you can maybe discuss and disclose kind of the level of due diligence that you've been able to kind of undertake, especially, you know, now, just to make sure that, you know, whatever you're buying, on a run rate basis actually is, you know, is is gonna be within twelve months. So do you mind maybe talking about also, you know, the backlog composition and things like that? Yeah.
So we've had, in you know, there's not many benefits in the in the in the world today or in the economy with COVID. But, obviously, as you're working through COVID as an executive team, you know, we've been extremely focused on this working from home, working very hard around the clock seven days a week. And we've we've had full access to 4,400 documents that summarize their business, the history of their business. And our teams have been working through that, you know, for over two months as we evolve through the process and and and reached the various gates. So from that perspective, there's definitely you're you're correct.
I think, well, from from our high level overview of things, you know, the through the history of that business, there was acquisitions that were done. There was significant premiums paid to those. They they they were challenged with those. There was contracts that were part of that, that were were obviously were were quite difficult and and didn't turn out, you know, well. The new business is a is a business that's is actually very, similar to ours.
The types of contracts that they've contracted have a very similar profile to the projects that we have. This the the alignment between the two groups, and and we've had our challenges as well, and we've learned some things, and we made some mistakes, and we've worked through those. So the alignment of these two groups and the profile of the backlog is very, very similar. And, you know, it's quite interesting. So we're very comfortable with the with the backlog of that business as it moves forward.
Very impressive team. The the thing you learn sometimes in these things, you know, when you get into projects of high risk, as you know, we've we've had some some projects that we've we've struggled, with the delivery. Sometimes the delivery models that are being used by by agencies are not necessarily appropriate because of the nature of the project and the scale and the changes and the things that are required. Experienced a bit of that as did we. But I think the two entities in a similar timeframe have evolved through that and now you know, have a backlog that we're we're very, very pleased with in terms of, you know, what that what that looks like and the scale of it and the opportunities as well is really exciting.
I'm really impressed with that as well as this business goes forward.
Okay. No. That's that's good. Thank you for that. The other question I had was in relation to Can Am.
I mean, obviously, it's a leading electrical contractor, but, correct me if I'm wrong because they do work for other, you know, GCs. There is a bit of a Chinese wall around that business. What was trying to understand sort of the going forward plans for for this and and how you think about, you know, growing that that part of the business.
Yeah. So it it you know, it's you're you're exactly right. It it it is is a business that works for, you know, the industry. It's it's it's certainly if not the top in Western Canada. We view it as a top performer, you know, Western Canada in that sense.
We we've got considerable work, I think, $30,000,000 of backlog on of of Canem. You know, backlog is on our books. And if you talk to our team in Western Canada, they would say these guys are very, very strong in what they do and we work with them extensively, have for years and years. So we have no intention of changing that profile. The business will run exactly the same way.
It will be it's a commercial systems group is what it's referred to and same idea, Chinese Wall. They work for everyone and ultimately they perform very well and that's allowed that entity to be as successful as it has. Today, there are considerable opportunities and challenges with the industry moving to smart buildings and smart technology. And yes, there's a really exciting opportunity for that business to grow the Commercial Systems Group across a wide platform of evolution when you think about some of the creative ways that engineers and architects are creating new buildings with you know, that are healthy buildings that have their own, you know, their own monitoring systems, having own security systems. You know, there's a lot going on now with in that space, and and we've lived through it.
And some of our challenges, to be honest with you, in our company has been that that aspect of the building. If you're doing a complex delivery of a health care facility, some of those can be very, very challenging at times. So ultimately, to have that expertise as part of the group overall, and I think that'll provide a, certainly, support if you know, as we move our business forward. But we're gonna operate it exactly the way the same way that David was operating at Sturtles.
Right. Right. No. I mean, it's an excellent asset for sure. And in terms of maybe lastly, do you mind maybe kind of outlining the the synergies in in relation to, you know, business development and so forth on the MRO and bird heavy civil side kind of in Western Canada?
Where do you guys think, you can you can drive that business on a combined basis?
Yeah. So if you think about, we we've not in I don't know. Our our EVP of industrial was telling me yesterday that he can't ever remember competing, but he's always had a healthy respect, for these guys. And we've been, we've been looking at how we could possibly emerge in MRO because it's a as you know, it's a recurring business, so you like to have that recurring revenue because you sign these long term MSA agreements. But as we did due diligence on that business, we were just blown away by the technology and the way they approach a client and the interface they have with these very large clients and they've grown to into a broad array of clients like TransAlta where they're doing mechanical MRO for them and they've got some work with Imperial Oil and ExxonMobil with their platform and large, large performance at Suncor.
So they're in the blue chip client space. And we see them all the time, we still overlap. And so when you think about that space, whether it's the Stewart Olson industrial side or the Bird industrial construction side, now you can cross sell. So for example, if we're got a large portfolio at Kinmet, there's the ability now off that large base to expand into a much broader program with the same client. And as you know, and we've shown, we've we've in the last twenty four months, I've shown a track record of just moving from one, you know, sector on on on you know, in Kitimat to the next.
And and this just adds a whole suite of new pieces that can be added to that evolution. And that's just one big large program. You know, I'm Gold here in Ontario was was announced last week. That's a very large opportunity.
They have a large industrial construction base in Sudbury. So you think about that. Our industrial group is certainly interested. So there's a cross selling opportunity where we have a long term historic industrial business that's been in Sudbury for the guys that run that business are top shelf leaders, and they've been in the business for fifty years, some of these guys. And so that just enables it.
Our bird heavy civil business would focus on the mining side, and, you know, they were telling me this morning as they became aware of this transaction that this this group is a very impressive group to interface with this industrial construction side. And then you just look at where we are with our platform in Quebec and in Newfoundland and Labrador and in New Brunswick and Nova Scotia. It just gives you that platform now to cross sell and expand these other businesses into that space. So we we're really excited about this, Max.
Yeah. For sure. And then may maybe lastly, just do you mind maybe commenting then? I I realize that you guys are gonna be reporting, you know, so much. But in relation to how you think in relation to Western Canadian, you know, infrastructure spending and then certainly Alberta is trying to spend a bit more, just maybe, you know, preliminary thoughts on on on the outlook there.
Yeah. So we see a lot of a lot of and and as you know, in these types of environments, the governments are always very forward leaning with stimulus, we're seeing that now, you know, hit the ground, and we're seeing opportunities evolve. And, we're pretty excited about the prospects of the combined group now moving forward. We've got a couple of months to get this business integrated, so that will be our focus and it has to be business as usual for the two groups until that we get over the finish line and we get approvals get through. But, yes, the programs that are evolving, whether it's health care here in Ontario with long term health care facilities, whether it's, the large educational platform that you typically will see out of program like that.
We're seeing that now in Alberta. We're seeing it in other areas. So, yeah, it's a there's some there's a there's a lot of things evolving here. It feels like, you know, there's a bit of a turn. And and you see a project like IAMGOLD getting green light, that's that's a good sign.
Yeah. For sure. Okay. No. That's it for me.
Thank you so much.
Thanks, Rex.
The next question comes from Frederic Bastien with Raymond James. Please go ahead.
Hi, good morning everyone.
Hi, Frederic.
You you painted a nice picture of the sort of the opportunities between the both industrial businesses, you being very early cycle and Steward also being more late cycle sort of MRO type. I'd like to appreciate or understand better the opportunities that you're seeing in in Ontario for both businesses because I think the last couple of years for Stu Wilson was a there was a big push to sort of gain market presence in the province. It was met with mixed successes, but I just wanted to to see if you had any comments on that.
Yeah. So we as you know, we've we've as we came through the backlog with our oil and gas focus, you know, in sort of '16, '17, We we moved, you know, sort of back half of '17 into '18 in some, you know, very focused growth in opportunities like nuclear. So we're on the majority of sites today, with with with nuclear focus, nuclear activity. So there's an example, you know, of, the ability to, grow in in the sense of, you know, electrical mechanical self perform. We're not currently doing that in Ontario, but George Olson's got considerable scale for that.
And then, you know, as you look at, you know, whether it's petrochemical product projects, we've got projects underway in in, you know, in in Sarnia currently. So there's cross sell opportunities. They have new business evolving, not just in their commercial or in their industrial mechanical electrode, but also their commercial systems group has new business now that's underway and a new office here in Ontario. So we see it, you know, in in many fronts with different, with different areas that, you know, the cross sell opportunities. But but the industrial side here in Ontario, a lot of activity.
We're busy, whether it's across the the the platform of nuclear sites or whether it's across the, you know, petrochemical sites, mining sites. Stuart Olson is in the MRO side with with hydroelectric. And, so, yeah, it's a nice fit. You know, obviously, I've spent a lot of time with my career in this in this area, on the industrial side, in, industrial construction. So I see this coming together very nicely with the team we have at Bird, and, and we're very, very impressed with the team we've met at Stuart Olsen.
So it's a really nice fit. It starts with a very similar culture. So Alright. We feel they'll be successful.
And that I mean, that you've provided some good examples on the industrial side, but that obviously extends to the buildings and the commercial side.
Yes. Yeah. And, again, it's it depends on the opportunity, but, you know, obviously, we we our commercial systems group will work for the large blue chip clients in the country, and that's how they operate. And but it doesn't mean that they won't be able to work for the bird entities here in Ontario as they grow their business. And you know, we certainly you know, when you have the platform and you have the, you know, the knowledge of the landscape and you have the relationships with the unions and you have, you know, you you have that whole stakeholder interface, very easy to to grow a business that's already got the, you know, the technical capabilities.
So for us, that's, you know, that's just a logical launch. And that doesn't that can go right to the, you know, coast to coast.
Great. Now it looks promising, and the timing seems to be right. So good luck with everything.
Yeah. It's certainly the timing. You know, it's, this is very opportunistic, for us. This for for me, to be honest with you, Frederic, is like a, you know, you don't you don't see this type of opportunity come along in a lifetime very often. I've not seen the ability to put these two groups two companies together that fit so well in my career.
This is this is pretty special. So
Thank you.
The next question comes from Chris Murray with ATB Capital Markets. Please go ahead.
Hi. Good morning, guys.
Hey, Chris. Good morning, Chris.
Just a couple of things on the mechanics. So you've already talked about the fact that Tess Gerdrolsen's gonna have to have a shareholder meeting and and move to a vote. Are there any other approvals? I know you did mention you may have to go for a competition review. But are there
any other of the scale. The the scale of the transaction, it it it immediately has a competition bureau review, which will be underway. We'll be filing shortly.
Okay. Are there any other requirements to either get notification or permission from certain customers? You know, I'm thinking more of, like, larger MSA contracts that are multiyear in scope. Anything like that that we may need to pay attention to?
No. Okay.
I guess next question I've got is just, you know, you you kind of alluded to a little bit about the social issues around around what's going to happen. Can you just talk a little bit about the integration plan and your thoughts around how do you, really get to those synergies that you're talking about and what the process, at least in your mind, looks like, and how do you deal with the fact that you are putting together two separate companies, that have their own management teams and all that kind of stuff?
So we've been work we've had a team of of specialists working on this for six, seven weeks as this was evolving, and we put the time into that front end, you know, with the idea that and we you know, that we would if we were able to, you know, to be selected, that we would be very well organized to hit the ground running. And we were hitting the ground this afternoon with our first kickoff meeting of our teams. Our team is fully populated. It's it's all the executives of both companies. In every in every aspect of it, it's it's it's it's a Byrd representative and a Stuart Olsen representative.
We've got, you know, certainly some specialists that have worked on very large integrations. We've got a co lead of of the the integration one of the largest integrations in Canadian history that's on our team supporting us. So, yeah, we're we're very well organized for this, and we'll but again, it's it's only planning. It's all you can you know, we're we're planning the integration. So this will be very well planned and very well thought out.
So we launch, you know, on on financial close. We'll be moving from there. But it's the intention of this transaction. It's a 100% people. It's it's a it's we're going to build a business by taking the the synergies of both groups and creating something very dynamic.
And, you know, I've seen this throughout my career. I've done tremendous number of large JVs with international contracts around the world. And you sit with these guys, spend a lot of time with them, you learn a lot. And I'll tell you over the last two months, we've learned a lot from the team that's been assembled at Surtles. And it's just unfortunate they've had an inappropriate capital structure to weather some of the economic impacts that they've had to weather.
Okay. Fair enough. And then going to capital structure, I mean, part of this is that you end up with a fairly large shareholder with Canso. Yes. You know, that maybe this comes out in the circular when we see it, but any what are they gonna be subject to any sort of lockup or restriction on on their ownership of you?
And do they end up with any sort of board representation out of this transaction?
So I'll say no board representation. The circular will detail the, you know, the the how that's structured for Canso. Wayne and I have spent considerable time with the Canso executive leads on their accounts and very impressed. And we had some very good dialogue. They're a very impressive firm.
They're interested in the long term being a investor, long term support. We did our homework as well on them, from individuals that we could, and speak to, and we had just glowing, glowing feedback you know, on the group. So we're we're quite pleased to have to have them as part of our stakeholder group.
Great. Then my last question, maybe, Wayne, you wanna take this one. When I look at your synergy numbers and you kinda start playing with them, it does look like your tax rate stays kinda normalized. Are there any tax pools or anything that you're able to to grab as part of this transaction?
Yeah. I think for the purposes of our modeling, we've assumed the tax rates are gonna be remain very similar. There's still work to be done on that front, Chris. It's a little bit little bit early to to to answer that one, I think. But in in terms of what we presented here, we've we just assume it's it's constant around the 27%.
K. But there's no there's no expectation that there'll be loss carry forwards or anything like that you can grab?
We we haven't modeled that in. No.
All right. Thanks, folks. That's all my questions.
Thanks, Chris.
There are no further questions at this time. I will now hand the call back over to Mr. McGibbon for closing remarks.
So thank you, everyone, for taking the time to attend our call. It's a very exciting day for our companies, and we certainly look forward to the future with these two very special groups. Thank you very much.
This concludes today's presentation. You may disconnect your lines.