CALGARY, ALBERTA (May 15, 2018) – Tervita Corporation (“Tervita”) announced today that it has commenced a consent solicitation (the “Solicitation”) with respect to proposed amendments (the “Proposed Amendments”) to the indenture (the “Indenture”) governing its 7.625% Senior Secured Notes due 2021 (the “Notes”), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated May 15, 2018 (the “Statement”) and related consent letter (“Consent Letter”). Tervita is soliciting consents from holders of record of the Notes as at 5:00 p.m., New York City time, on May 14, 2018. Subject to the terms and conditions set forth in the Statement and the related Consent Letter, Tervita will pay eligible holders who validly deliver their consents on or prior to 5:00 p.m., New York City time, on May 21, 2018 (as such date and time may be extended by Tervita in its sole discretion in accordance with the Statement, the “Expiration Time”), and do not validly revoke such consents on or prior to the earlier of the Effective Time (as defined below) and the Expiration Time, a cash payment equal to US$5.00 per US$1,000 in aggregate principal amount of the Notes consented (the “Consent Payment”). The Consent Payment will only be payable upon and subject to the occurrence of, among other things, the receipt of the Requisite Consents (as defined below) and the satisfaction of the Arrangement Condition (as defined below).
The purpose of the Proposed Amendments is to amend specified provisions of the Indenture to permit Tervita to incur additional second-lien indebtedness on a one-time basis to facilitate Tervita’s acquisition of Newalta Corporation (“Newalta”) upon the closing of the Arrangement (as defined below) and the retirement of the indebtedness of Newalta pursuant to the plan of arrangement (the “Newalta Plan of Arrangement”) under the Business Corporations Act (Alberta) (the “Arrangement”). The consummation of the Arrangement is not conditioned upon receipt of the Requisite Consents to the Proposed Amendments.
The Solicitation is subject to certain conditions, including, among other things, the receipt of valid and unrevoked consents in respect of more than a 50% in aggregate principal amount outstanding of the Notes (other than Notes held by Tervita or any of its affiliates) (the “Requisite Consents”) at or prior to the Expiration Time and the completion of the Arrangement pursuant to the Newalta Plan of Arrangement (the “Arrangement Condition”). The Proposed Amendments will be effected by a supplemental indenture (the “Supplemental Indenture”) to the Indenture, which will be executed after the receipt of the Requisite Consents, as described in more detail in the Statement. However, the Proposed Amendments will not become operative unless the Arrangement is consummated and the Consent Payment is made. Tervita expects to make the Consent Payment on or promptly after the date of the closing of the Arrangement.
Delivered consents may be validly revoked prior to the earlier of the Expiration Time and the time and date on which the Supplemental Indenture is executed and delivered (the “Effective Time”). Holders should note that the Effective Time may fall prior to the Expiration Time and holders will not be given prior notice of such Effective Time. Holders will not be able to revoke their consents after the earlier of the Effective Time and the Expiration Time.
In the event that Tervita does not receive the Requisite Consents with respect to the Notes prior to the Expiration Time and the Arrangement is consummated without the Proposed Amendments otherwise being effected, no Consent Payment will be made by Tervita.
The Solicitation is being made solely on the terms and subject to the conditions set forth in the Statement and the Consent Letter. Tervita may, in its sole discretion, terminate, abandon, extend or amend the Solicitation as described in the Statement.
Tervita has retained Deutsche Bank Securities Inc. to act as solicitation agent in connection with the Solicitation. Questions may be directed to Deutsche Bank Securities Inc. at (855) 287-1922 (toll free) or (212) 250-7527 (collect). Tervita has retained D.F. King & Co., Inc. to act as Information and Tabulation Agent in connection with the Solicitation. Questions and requests for additional documents may be directed to D.F. King & Co., Inc. at (877) 361-7965 (toll free) or (212) 269-5550 (bankers and brokers).
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of a consent or an offer to buy or sell any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Reader Advisory Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements” or “forward-looking information” under applicable securities legislation (collectively referred to herein as “forward-looking statements”). Such forward-looking statements include, without limitation, future plans and expectations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Tervita. 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 press release contains forward-looking statements, pertaining to, among other things, our plans to complete the Solicitation and effect the Proposed Amendments to the Indenture to facilitate the completion of the Arrangement involving Newalta, the proposed timing for completion of the Solicitation and payment of the Consent Payment, and our ability to successfully effect the foregoing. These statements 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, commodity price volatility, currency fluctuations, changes in legislation, risks associated with the completion of the Arrangement 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. Actual results may differ materially from what was expressed or implied in the 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 publicly 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 press release are expressly qualified by this cautionary statement.
Tervita has close to 40 years of operational experience in Canada as 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, 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. For more information visit Tervita.com.