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Tervita Corporation Announces Consent Solicitation to Amend its 11.000% Senior Second Lien Secured Notes due 2025
CALGARY, AB, April 12, 2021 – Tervita Corporation (“Tervita” or the “Company”) (TSX: TEV) 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 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”), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated April 12, 2021 (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 April 9, 2021. 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 April 16, 2021 (as such date and time may be extended or earlier terminated 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$2.50 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).
Tervita is soliciting the consents to the Proposed Amendments 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. The Notes are not being arranged under the Arrangement.
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 consummation of the Arrangement (the “Arrangement Condition”). The Proposed Amendments will be effected by a supplemental indenture (the “Supplemental Indenture”) to the Indenture and an amendment to the Collateral Trust Agreement, 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 upon or promptly after the Arrangement Condition is satisfied.
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 prior to the Expiration Time, no Consent Payment will be made by Tervita. No Consent Payment will be made if, among other things, the Arrangement Condition is not satisfied or if the Requisite Consents are not received.
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., TD Securities (USA) LLC and BMO Capital Markets Corp. to act as solicitation agents 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 (800) 317-8033 (toll free) or (212) 269-5550 (bankers and brokers) or by e-mailing [email protected]
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.
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