CALGARY, ALBERTA (December 6, 2016) – Tervita Corporation and certain of its affiliates (“Tervita” or the “Company”) announced today that, in connection with the previously announced proposed recapitalization transaction (the “Recapitalization Transaction”) described in the Company’s management information circular dated October 28, 2016, the Company obtained a final court order from the Alberta Court of Queen’s Bench approving its plan of arrangement under the Canada Business Corporations Act (the “Plan of Arrangement”) pursuant to which the Recapitalization Transaction is being implemented. As previously announced, the Plan of Arrangement was approved by the Company’s unsecured and subordinated noteholders and the shareholders of Red Sky Acquisition Corp. at meetings held on November 30, 2016.
It is expected that the Recapitalization Transaction will be completed in December, 2016, subject to the satisfaction or waiver of all other conditions to the Plan of Arrangement.
“Today’s Court approval represents one of the final steps towards Tervita’s successful recapitalization transaction,” said Chris Synek, President and CEO. “We are in the process of completing financial arrangements which will provide the capital our Company needs to grow and prosper moving forward.”
New Credit Agreement
In connection with the Recapitalization Transaction, and in order to provide it with continued financial flexibility going forward, Tervita also announced that it is negotiating and expects to enter into a C$200,000,000 credit agreement, pursuant to which C$175,000,000 is a revolving facility provided by a syndicate of lenders led by The Toronto-Dominion Bank in its capacity as administrative agent, and C$25,000,000 is an operating facility available from The Toronto-Dominion Bank, as lender. Tervita’s cost of funds under the Credit Agreement will be based on a floating rate that is determined by applying certain tests to Tervita’s financial information. Tervita’s obligations under the credit agreement will be secured by a first priority lien over substantially all of Tervita’s assets.
Tervita’s legal advisors in connection with the Recapitalization Transaction are Osler, Hoskin & Harcourt LLP, Fasken Martineau DuMoulin LLP and Latham & Watkins LLP, and its financial advisor is Barclays Capital Inc.
The plan sponsors’ legal advisors in connection with the Recapitalization Transaction are Bennett Jones LLP and Davis Polk & Wardwell LLP, and its financial advisors are Moelis & Company LLC and Peters & Co. Limited.
Tervita has operated in Canada for almost 40 years and is a leading environmental solutions provider. Our integrated earth, water, waste and resource solutions deliver safe and efficient results through all phases of a project by minimizing impact and maximizing returns™. Our dedicated employees are trusted sustainability partners to oil and gas, construction, mining, government and communities. Safety is our highest priority: it influences our actions and shapes our culture.
Additional information about Tervita is available at www.tervita.com.
Reader Advisory Regarding Forward-Looking Statements
This news release contains certain “forward-looking statements” or “forward-looking information” (collectively referred to herein as “forward-looking statements”). Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or are events or conditions that “will”, “would”, “may”, “could” or “should” occur or be achieved. This news release contains forward-looking statements, pertaining to, among other things, the following: the actions that the Company may take in its legal proceedings, the ability of the Company to restructure or recapitalize its long-term debt, the Company’s liquidity and ability to meet payment obligations and the timing of meeting such payment obligations, including with respect to the Settlement, the Company’s intentions for the future of its business operations, prospects, long-term strategy and the Company’s commitment to its employees, suppliers and customers. Statements regarding future growth, capital expenditures and development plans are subject to all of the risks and uncertainties that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These risks include, but are not limited to, general economic conditions, inflation or lack of availability of goods and services, environmental risks, customer risks, regulatory changes, dependence on uncertain legal proceedings and certain other known and unknown risks.
Although Tervita believes that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance. Tervita’s actual results may differ materially from those expressed or implied in forward-looking statements and readers should not place undue importance or reliance on the forward-looking statements. Statements including forward-looking statements are made as of the date they are given and, except as required by applicable laws, Tervita disclaims any intention or obligation to publically update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.