Tervita Corporation

Tervita Corporation

November 22, 2016 16:13 ET

Tervita Announces Settlement With a Significant Portion of Its Secured Noteholders

CALGARY, ALBERTA--(Marketwired - Nov. 22, 2016) - Tervita Corporation and certain of its affiliates ("Tervita" or the "Company") announced today that Tervita has reached a settlement (the "Settlement") with certain holders (the "Settling Secured Noteholders") of the 8.00% and 9.00% senior secured notes issued by Tervita due 2018 (collectively, the "Secured Notes," and the holders of such Secured Notes, the "Secured Noteholders") of the dispute (the "Prepayment Dispute") as to whether an early call premium or similar payment is payable to the Secured Noteholders under Tervita's Plan of Arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"). Secured Noteholders holding approximately 85% of the Secured Notes have agreed to the Settlement.

Pursuant to the Settlement, each Secured Noteholder will receive its pro rata share of the settlement amount of approximately US$8.6 million, in the case of the 8.00% senior secured notes, and approximately $3.0 million, in the case of the 9.00% senior secured notes (the "Settled Prepayment Amount"), in full and final satisfaction, compromise, settlement, release, and discharge of the Prepayment Dispute. The Settled Prepayment Amount will be distributed on the effective date of Tervita's previously announced Recapitalization (the "Recapitalization") as follows:

  • in respect of certain Secured Notes held as of September 14, 2016 by sponsors of the Plan of Arrangement, in the form of a demand note that will be convertible into new preferred shares of Tervita at the option of the holder; and
  • otherwise in the form of either cash or, at the Secured Noteholder's election, new preferred shares of Tervita.

Pursuant to the Settlement, the Settling Secured Noteholders have also agreed to support the Plan of Arrangement. The Settlement will not prejudice the rights of Secured Noteholders that are neither sponsors of the Plan of Arrangement nor Settling Secured Noteholders to pursue any claims relating to the Prepayment Dispute. Pursuant to the Plan of Arrangement, Secured Noteholders will also be repaid all principal and accrued interest to the effective date under the Plan of Arrangement.

On November 22, 2016, Tervita also announced that it received an Order from the Alberta Court of Queen's Bench approving the Settlement.

Tervita also announced that it has filed an Information Supplement to the Management Information Circular with respect to the Plan of Arrangement and the Recapitalization (the "Information Supplement"). The Information Supplement is available on Tervita's noteholder IntraLinks website and through Kingsdale Shareholder Services by calling at 1-866-851-2484 (toll-free within Canada or the United States) or 1-416-867-2272 (for calls outside of Canada and the United States) or by email at contactus@kingsdaleshareholder.com.

About Tervita

Tervita has operated in Canada for almost 40 years and is a leading environmental solutions provider. Our integrated earth, water, waste and resource solutions are designed to deliver safe and efficient results through all phases of a project by minimizing environmental impacts. 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.

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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 reach an agreement with its lenders 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.

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