CALGARY, ALBERTA (December 14, 2016) – Tervita Corporation and certain of its affiliates (“Tervita” or the “Company”) announced today that the Company’s previously announced recapitalization transaction (the “Recapitalization Transaction”), described in the Company’s management information circular dated October 28, 2016 (as amended from time to time), was completed effective today upon implementation of a court-approved plan of arrangement under the Canada Business Corporations Act. The Recapitalization Transaction resulted in a reduction of Tervita’s total debt from approximately C$2.6 billion to approximately C$475 million.
In addition, Tervita announced that to date, the following persons have accepted positions on Tervita’s board of directors: Grant Billing, Allen Hagerman, Cameron Kramer, Joseph Quarin, Chris Synek and Jay Thornton.
“This is an important new day for Tervita,” said Chris Synek, President and CEO. “This infusion of capital has revitalized Tervita and will encourage us to seek profitable growth. Our stronger balance sheet and solid credit rating will allow us to be very competitive. We have a re-energized set of new owners that are dedicated to our success and an experienced, capable new board.”
“We were deliberate and thoughtful in our negotiations and we believe we struck the best possible deal available to preserve the Company, the jobs of our employees and its future. Unfortunately, this moment was not without a significant sacrifice from many longstanding equity holders.”
“I would like to thank our customers and vendors for their ongoing support and loyalty. Most of all I would like to thank our employees and contractors who are the real heroes in this story. Their unwavering dedication and hard work has made Tervita a much more efficient and focused company. A company with a great future.”
Grant Billing served as the Chairman and CEO of Superior Plus Corp. between July 2006 and November 2011 and Executive Chairman between 1998 and 2006. Mr. Billing was Chairman of the Board of Superior Plus Corp. until December 31, 2014. Mr. Billing also served as President and CEO of Norcen Energy Resources Ltd. Corp between 1994 and 1998. In addition, Mr. Billing has served as Chairman and Director of several public companies and as Director and Chairman of the Canadian Association of Petroleum Producers.
Allen Hagerman served as the Executive Vice President of Canadian Oil Sands Limited from 2007 to 2013. Prior to 2007, Mr. Hagerman served as the CFO of Canadian Oil Sands Limited. Mr. Hagerman is a Director and Chair of the Audit Committee of Precision Drilling Corporation and a Director and Chair of TransAlta Renewables Inc. Mr. Hagerman is also a member of the Financial Executives Institute and a past President of Financial Executives Institute, Calgary Chapter, as well as a past Chair of the Alberta Children's Hospital Foundation. Mr. Hagerman’s previous Board positions include lead Director of Capital Power Income L.P., Director of Syncrude Canada Ltd., Director of the Calgary Exhibition and Stampede and Governor of the University of Calgary. Mr. Hagerman is a fellow of the Institute of Chartered Accountants of Alberta.
Cameron Kramer served as the COO and Senior Vice President of Arc Resources Ltd. between January and December, 2013. Prior to joining Arc Resources Ltd, Mr. Kramer served in a number of senior roles with Canadian Natural Resources Ltd, including Senior Vice President of North America Operations, Vice President of Development Operations, Vice-President of Production Central and Vice President of Field Operations.
Joseph Quarin served in a number of senior roles with Progressive Waste Solutions (formerly IESI-BFC Ltd.) including, Vice Chairman, President, CEO and COO. Mr. Quarin currently serves as Managing Director of Fortress Canada Investment Corp. and CFO at Northcastle Trust, an open-ended unit trust managed by Fortress Canada. Mr. Quarin also served in a number of senior roles with BFI Canada Inc., including CFO and Vice President of Finance. Prior to joining BFI, Mr. Quarin was an Associate with NB Capital Partners. Mr. Quarin was recognized in 2004 as one of Canada's Top 40 Under 40.
Chris Synek is currently the President and CEO of Tervita. Prior to joining Tervita, Mr. Synek served in a number of senior roles with Republic Service Inc., including Executive Vice President of Sales and Senior Vice President of Operations. Mr. Synek has more than 25 years of experience in senior operating and commercial roles.
Jay Thornton is currently a partner of Novo Investment Group Ltd., a Calgary‐based investment management company. Mr. Thornton is also currently on the Boards of Penn West Petroleum Ltd. and North American Energy Partners Inc. Mr. Thornton has over 27 years of oil and gas experience and spent the first part of his career in various management positions with Shell. Between 2000 to 2012, Mr. Thornton held various senior positions with Suncor, including Executive Vice President of Supply, Trading and Development. Mr. Thornton has held previous Board positions with both the Canadian Association of Petroleum Producers (CAPP) and the Canadian Petroleum Products Institute (CPPI). Mr. Thornton is a past Board member of the YMCA Fort McMurray and is currently a member of the Board of North American Construction Group.
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.