Big news broke this past weekend from First National Financial Corporation — the parent company of First National Financial LP, an originator, underwriter, and servicer of residential and commercial mortgages. Off the top: the firm has announced that they have “agreed to be acquired by Birch Hill Equity Partners and Brookfield, with existing shareholders Stephen Smith and Moray Tawse maintaining minority ownership.”
A press release from First National from Sunday further specifies that the arrangement is “definitive” and that the acquisition will be controlled by a new entity known as Regal Bidco Inc. It adds that Regal will “acquire all of the outstanding common shares of the Company, other than the Rollover Shares, for $48.00 per Share in cash.”
At present, Smith and Tawse hold approximately 37.4% and 34% of the shares of the company respectively, and will unload around two-thirds of those “for cash consideration.” As for the minority ownership piece, it appears that the remaining one-third of those shares will be retained as equity in the newly structured company
“As a result, on closing of the Transaction, Messrs. Smith and Tawse are each expected to maintain an indirect approximate 19% interest in First National, with Birch Hill and Brookfield holding the remaining approximate 62% interest,” the release says. “The Transaction is not subject to any financing condition and is expected to close in the fourth quarter of 2025, subject to obtaining the required shareholder, court and regulatory approvals and the satisfaction of other customary closing conditions.”
In addition, the release says, the purchase price “implies an aggregate total equity value of approximately $2.9 billion, inclusive of the Rollover Shares, and values the Company at a 16.5x price-to-earnings multiple based on the Company’s reported trailing twelve months net income attributable to common shareholders as of March 31, 2025.”
CEO of First National, Jason Ellis, states in the release that, “Birch Hill and Brookfield bring significant expertise in the Canadian financial services industry, and we are excited to partner with them to grow our platform, drive innovation, and deliver for our customers, employees and institutional partners."
Other details of the acquisition include that the Transaction has come as part of a “robust strategic review process led by the Company’s financial advisor, RBC Capital Markets, which included outreach to a broad pool of potential buyers and resulted in multiple acquisition proposals, of which the proposal submitted by the Purchaser offered the highest value to Shareholders.” It also says the all-cash price was around 15.2% and 22.8% to the 30 and 90-trading day volume weighted average trading price, respectively — as of this past July.
STOREYS reached out to a representative of First National Financial Corporation for comment on the deal, but did not receive comment by the time of publication.