Tervita Corporation



Tervita Corporation

February 14, 2013 12:48 ET

Tervita Corporation Announces the Closing of Its Refinancing Transactions

CALGARY, ALBERTA--(Marketwire - Feb. 14, 2013) - Tervita Corporation announced today the closing of a US$650 million offering of Senior Secured Notes due 2018 and CDN$200 million in Senior Secured Notes due 2018 (collectively, the "Senior Secured Notes") in a private placement.

"These refinancings are the culmination of a process that began more than a year ago," said John Gibson, Tervita president and CEO. "We have now refinanced or extended the maturity of a significant majority of our debt to 2018-2019, which we believe will support the long-term growth of our business."

The Senior Secured Notes were issued pursuant to an indenture dated as of February 14, 2013, by and among Tervita Corporation, the guarantors named therein and Wells Fargo, National Association, as U.S. trustee and Equity Financial Trust Company, as Canadian Trustee.

Concurrently with the closing of the Senior Secured Notes offering, Tervita amended and restated its existing senior secured term loan agreement and entered into a new senior secured revolving credit facility. Tervita has also negotiated certain amendments to its existing senior subordinated notes, including an extension of the maturity of these notes to November 15, 2018 in conjunction with this financing.

The Senior Secured Notes were offered and sold only to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act") and 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 Senior Secured Notes have not been and will not be registered under the Securities Act and the Senior Secured 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.

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements. The forward-looking statements contained herein 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 Corporation 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.

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