CALGARY, AB, April 19, 2021 /CNW/ - Tervita Corporation ("Tervita" or the "Company") (TSX: TEV) today announced that, in connection with its previously announced consent solicitation (the "Solicitation") with respect to proposed amendments (the "Proposed Amendments") to the indenture (the "Indenture") governing its 11.000% Senior Second Lien Secured Notes due 2025 (the "Notes") and to the Amended and Restated Collateral Trust Agreement dated as of November 19, 2020 (the "Collateral Trust Agreement"), Tervita had received, as of 5:00 p.m., New York City time, on April 16, 2021, consents from the holders of more than 50% of the aggregate principal amount of the then outstanding Notes (other than Notes held by Tervita or any of its affiliates). Tervita, the subsidiary guarantors party thereto, and the trustees party to the Indenture entered into a supplemental indenture (the "Supplemental Indenture") to the Indenture on April 16, 2021 to give effect to the Proposed Amendments relating to the Indenture.
The purpose of the Proposed Amendments is to facilitate the previously announced arrangement with SECURE Energy Services Inc. ("SECURE"), pursuant to which Tervita and SECURE will combine their businesses in an all-share transaction pursuant to which SECURE will acquire all of the issued and outstanding common shares of Tervita ("Tervita Shares") on the basis of 1.2757 common shares of SECURE for each outstanding Tervita Share (the "Arrangement") by way of a plan of arrangement under the Business Corporations Act (Alberta). The closing of the Arrangement is subject to customary closing conditions, which require, among others, the approval under the Competition Act (Canada), approval of the Toronto Stock Exchange, the receipt of a final order of the Court of Queen's Bench of Alberta approving the Arrangement and the effectiveness of a new credit facility negotiated by SECURE for the combined entity.
Subject to the terms and conditions set forth in the Consent Solicitation Statement dated April 12, 2021 (the "Statement"), including consummation of the Arrangement, Tervita will pay to the paying agent for the benefit of eligible holders of Notes who validly delivered and did not validly revoke their consents on or prior to the Expiration Time, a cash payment equal to US$2.50 per US$1,000 in aggregate principal amount of the Notes consented (the "Consent Payment"). The Proposed Amendments will not become operative unless the Arrangement is consummated and the Consent Payment is made. The Consent Payment will only be paid upon the completion of the Arrangement, and Tervita expects to make the Consent Payment on or promptly after the date of the closing of the Arrangement.
Deutsche Bank Securities Inc., BMO Capital Markets Corp. and TD Securities (USA) LLC were the Solicitation Agents for the Solicitation and D.F. King & Co., Inc. was Information and Tabulation Agent for the Solicitation.
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.
Tervita is a leading environmentally-focused waste service provider in Canada, providing a broad and integrated array of services and environmental management solutions for customers in the energy, industrial, and natural resource sectors, predominantly in Western Canada.
For over 40 years, Tervita has been focused on delivering safe and efficient solutions through all phases of a project while minimizing impact, maximizing returns™. Our dedicated and experienced employees are trusted sustainability partners to our clients. Safety is our top priority: it influences our actions and shapes our culture. Tervita trades on the TSX as TEV. For more information, visit www.tervita.com.
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, the completion of the Arrangement, the proposed timing for 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, there can be no assurance that such expectations will prove correct. 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.
SOURCE Tervita Corporation
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