Tervita Corporation

Tervita Corporation

November 18, 2013 07:00 ET

Tervita Corporation Announces Intention to Issue Senior Notes and Commencement of Cash Tender Offer and Consent Solicitation for 11% Senior Notes Due 2015

CALGARY, ALBERTA--(Marketwired - Nov. 18, 2013) - Tervita Corporation announced today that it intends to offer up to US$325 million in aggregate principal amount of U.S.-dollar denominated senior notes due 2018. Tervita intends to use the net proceeds from the sale of the notes to fund the offer and solicitation, plus payment of related transaction fees and expenses, and the redemption of any notes not purchased pursuant to the tender offer. Tervita will use the remaining proceeds, if any, for general corporate purposes.

Tervita also announced today that it has commenced a tender offer to purchase for cash any and all of its outstanding 11.000 per cent senior notes due 2015 and a solicitation of consents for the adoption of certain amendments to the indenture governing the 2015 notes.

Under the terms of the offer, holders of the 2015 notes who validly tender (and do not validly withdraw) their 2015 notes and thereby validly deliver (and do not revoke) their consents to the proposed amendments prior to the consent deadline of 5:00 p.m., Eastern Time, on December 2, 2013, unless extended by Tervita, will receive $1,006.25 per $1,000 principal amount of the 2015 senior notes, which includes, in each case:

  • $976.25 per $1,000 principal amount of the 2015 notes tendered and accepted by Tervita; and,

  • an amount in cash equal to $30.00 per $1,000 principal amount of the 2015 notes tendered and accepted by Tervita for purchase in the offer.

In addition to the consideration described above, tendering noteholders will receive accrued and unpaid interest from the last interest payment date on the 2015 notes up to, but not including, the applicable settlement date for the 2015 notes.

The offer is scheduled to expire at 11:59 p.m., Eastern Time, on December 16, 2013, unless the offer is extended.

Tervita intends issue a notice of redemption with respect to any of the 2015 notes that it does not purchase pursuant to the tender offer and to satisfy and discharge the indenture governing the 2015 notes.


Tendered 2015 notes and consents may be withdrawn at any time on or prior to 5:00 p.m., Eastern Time, on December 2, 2013, unless such time is extended by the Tervita. Tenders of the 2015 notes may not be withdrawn after the withdrawal deadline except to the extent required by applicable law. Payment for the 2015 notes validly tendered and not validly withdrawn prior to the consent expiration and accepted for payment will be made promptly following the consent expiration. Payment for notes validly tendered after the consent expiration and accepted for payment will be made promptly following the expiration date. Holders of 2015 notes that are validly tendered after the consent expiration but prior to the expiration date, and accepted for payment, will receive only the tender offer consideration, but not the consent payment, even if the proposed amendments become operative.

Completion of the offer is conditioned upon completion of a debt offering on terms satisfactory to the company and in an amount sufficient to fund the purchase of the 2015 notes and the payment of the cash consideration offered in the offer. The offer is also subject to the satisfaction or waiver of certain other conditions as set forth in the offer to purchase and consent solicitation statement, dated as of the date hereof referred to below.

The complete terms and conditions of the offer are set forth in an offer to purchase that is being sent to holders of the 2015 notes. Holders are urged to read the offer to purchase carefully before making any decision with respect to the offer.

Holders may obtain copies of the offer to purchase from the tender agent and information agent for the offer and solicitation, D.F. King & Co., Inc., at (212) 269-5550 (collect) and (800) 628-8536 (toll free).

RBC Capital Markets, LLC is serving as the dealer manager and solicitation agent for the offer and solicitation. Questions regarding the offer may be directed to RBC Capital Markets, LLC, Liability Management Group at (212) 618-7822 (collect) or (877) 381-2099 (toll free).

Neither the company, the dealer manager, the solicitation agent, the tender agent, the information agent nor any other person makes any recommendation as to whether holders of the 2015 notes should tender their 2015 notes, and no one has been authorized to make such a recommendation.

The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended outside the United States to persons other than U.S. persons in reliance on the "accredited investor" prospectus exemption in Canada and Regulation S under the Securities Act. The offer and sale of the notes have not been and will not be registered under the Securities Act and the notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The offer and solicitation is being made only pursuant to the terms of the offer to purchase.

Cautionary Statement on Forward-Looking Statements:

This press release contains forward-looking statements, which include statements about our expectations for the proposed debt financing and our ability to successfully effect the foregoing. These statements are subject to the general risks inherent in our business and in the credit markets and reflect our current expectations regarding these matters. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. The forward-looking statements are only as of the date made, and Tervita does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.

About Tervita

Tervita is a leading North American environmental and energy services company. More than 4,000 dedicated employees partner with natural resource and industrial companies who share our values, and work with them to create a sustainable future. Safety is our highest priority: it influences our actions, guides our decisions and shapes our culture. We maintain a strategically located network of more than 95 state-of-the-art waste management facilities and a fleet of specialized equipment and assets to help customers address production and operational waste challenges. Our highly effective, convenient and environmentally sound solutions help minimize environmental impact and maximize returns. www.tervita.com

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