Tervita Corporation



Tervita Corporation

December 03, 2013 11:34 ET

Tervita Corporation Closes Its Senior Notes Offering for US$335 Million

Announces Initial Results of Cash Tender Offer and Consent Solicitation for 11% Senior Notes Due 2015 and Issues Redemption Notice for Remaining 2015 Notes

CALGARY, ALBERTA--(Marketwired - Dec. 3, 2013) - Tervita Corporation announced today the closing of its offering of US$335 million of 10.875 per cent senior notes due 2018. The notes were issued in a private placement pursuant to an indenture dated December 3, 2013, by and among Tervita Corporation, the guarantors named therein and Wells Fargo, National Association, as trustee.

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

As of 5:00 p.m., Eastern Time on December 2, 2013, as reported by the depositary, an aggregate principal amount of $291,365,000 (or 93.39 per cent) of the company's outstanding 2015 notes had been validly tendered and not withdrawn in the tender offer along with the related consents to the proposed amendments to the indenture governing the 2015 notes. All such 2015 notes were tendered prior to the consent deadline, 5:00 p.m., Eastern Time, December 2, 2013.

"With the closing of this bond refinancing and the recent $50 million expansion of our revolving credit facility, Tervita has completed the extension of its entire debt structure for five years while providing ample liquidity to manage the business going forward," said Tervita president and chief executive officer John Gibson.

Last month Tervita reported its Q3 2013 results, with reported revenue of $1.541 billion, up 16 per cent from $1.328 billion for Q3 2012. Excluding its energy marketing division, Tervita generated $377.2 million in revenue for the quarter from its business operations, an increase of 10.1 per cent compared to the same period in 2012. Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) for Q3 2013 was $100.2 million, up $14.5 million from $85.7 million in Q3 2012.

In connection with the closing of 2018 notes offering and the satisfaction of the conditions to consummation of the tender offer, Tervita elected to settle initially in respect of 2015 notes tendered prior to the consent deadline. Holders of the 2015 notes who validly tendered prior to the consent deadline received $1,006.25 per $1,000 principal amount of the 2015 notes, which includes, in each case:

  • $976.25 per $1,000 principal amount of the 2015 notes tendered and accepted by Tervita; and,
  • a consent payment equal to $30.00 per $1,000 principal amount of the 2015 notes tendered and accepted by Tervita.

In addition to the consideration described above, tendering noteholders received accrued and unpaid interest from the last interest payment date on the 2015 notes up to, but not including, the initial settlement date for the 2015 notes. Based on the receipt of the requisite consents, the supplemental indenture effecting the proposed amendments to the indenture governing the 2015 notes was executed by Tervita and the trustee and has become effective.

Concurrently with the closing of the senior notes offering, Tervita irrevocably called for full redemption on January 2, 2014 all of the 2015 notes that were not previously tendered pursuant to the tender offer and remain outstanding after the consent deadline, at the redemption price of $1,000 for every $1,000 principal amount of 2015 notes redeemed plus accrued and unpaid interest to, but not including, the date of redemption. In addition, concurrently with the closing of the senior notes offering, Tervita satisfied and discharged the indenture governing the 2015 notes by depositing the redemption price with the trustee for the 2015 notes. Following the redemption, no principal amount of the 2015 notes will remain outstanding.

The tender offer is scheduled to expire at 11:59 p.m., Eastern Time, on December 16, 2013, unless the offer is extended. Payment for notes validly tendered after the consent deadline and accepted for payment will be made promptly following the expiration of the tender offer. Holders of such notes will receive $976.25 per $1,000 principal amount of the 2015 notes tendered and accepted by Tervita, but not the consent payment, 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.

INFORMATION:

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 2018 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 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 2018 notes was not 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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