Tervita Corporation (“Tervita”) today announced that, in connection with its previously announced consent solicitation (the “Solicitation”) with respect to proposed amendments (the “Proposed Amendments”) to the indenture (the “Indenture”) governing its 7.625% Senior Secured Notes due 2021 (the “Notes”), Tervita had received, as of 12:00 p.m., New York City time, on May 21, 2018, consents from the holders of more than 50% of the aggregate principal amount of the then outstanding Notes (other than Notes held by Tervita or any of its affiliates). Tervita, the subsidiary guarantors party thereto, and the trustees party to the Indenture have today entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture to give effect to the Proposed Amendments. The purpose of the Proposed Amendments is to amend specified provisions of the Indenture to permit Tervita to incur additional second-lien indebtedness on a one-time basis to facilitate Tervita’s acquisition of Newalta Corporation (“Newalta”) upon the closing of the Arrangement (as defined below) and the retirement of the indebtedness of Newalta pursuant to the plan of arrangement (the “Newalta Plan of Arrangement”) under the Business Corporations Act (Alberta) (the “Arrangement”).
Subject to the terms and conditions set forth in the Consent Solicitation Statement dated May 15, 2018 (the “Statement”), including consummation of the Arrangement, Tervita will pay to the paying agent for the benefit of eligible holders of Notes who validly delivered and did not validly revoke their consents on or prior to the Expiration Time, a cash payment equal to US$5.00 per US$1,000 in aggregate principal amount of the Notes consented (the “Consent Payment”). The Proposed Amendments will not become operative unless the Arrangement is consummated and the Consent Payment is made. The Consent Payment will only be paid upon the completion of the Arrangement, and Tervita expects to make the Consent Payment on or promptly after the date of the closing of the Arrangement.
Deutsche Bank Securities Inc. was Solicitation Agent for the Solicitation and D.F. King & Co., Inc. was Information and Tabulation Agent for the Solicitation.
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.
Reader Advisory Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements” or “forward-looking information” under applicable securities legislation (collectively referred to herein as “forward-looking statements”). Such forward-looking statements include, without limitation, future plans and expectations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Tervita. 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 press release contains forward-looking statements, pertaining to, among other things, our plans with respect to financing the Arrangement, the proposed timing for payment of the Consent Payment, and our ability to successfully effect the foregoing. These statements 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, commodity price volatility, currency fluctuations, changes in legislation, risks associated with the completion of the Arrangement 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. Actual results may differ materially from what was expressed or implied in the 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 press release are expressly qualified by this cautionary statement.