CALGARY, ALBERTA–(Marketwired – Dec. 6, 2016) – Tervita Corporation and certain of its affiliates (“Tervita” or the “Company”) announced today that, in connection with the previously announced proposed recapitalization transaction (the “Recapitalization Transaction”) described in the Company’s management information circular dated October 28, 2016, the Company obtained a final court order from the Alberta Court of Queen’s Bench approving its plan of arrangement under the Canada Business Corporations Act (the “Plan of Arrangement”) pursuant to which the Recapitalization Transaction is being implemented. As previously announced, the Plan of Arrangement was approved by the Company’s unsecured and subordinated noteholders and the shareholders of Red Sky Acquisition Corp. at meetings held on November 30, 2016.
It is expected that the Recapitalization Transaction will be completed in December, 2016, subject to the satisfaction or waiver of all other conditions to the Plan of Arrangement.
“Today’s Court approval represents one of the final steps towards Tervita’s successful recapitalization transaction,” said Chris Synek, President and CEO. “We are in the process of completing financial arrangements which will provide the capital our Company needs to grow and prosper moving forward.”
New Credit Agreement
In connection with the Recapitalization Transaction, and in order to provide it with continued financial flexibility going forward, Tervita also announced that it is negotiating and expects to enter into a C$200,000,000 credit agreement, pursuant to which C$175,000,000 is a revolving facility provided by a syndicate of lenders led by The Toronto-Dominion Bank in its capacity as administrative agent, and C$25,000,000 is an operating facility available from The Toronto-Dominion Bank, as lender. Tervita’s cost of funds under the Credit Agreement will be based on a floating rate that is determined by applying certain tests to Tervita’s financial information. Tervita’s obligations under the credit agreement will be secured by a first priority lien over substantially all of Tervita’s assets.
Tervita’s legal advisors in connection with the Recapitalization Transaction are Osler, Hoskin & Harcourt LLP, Fasken Martineau DuMoulin LLP and Latham & Watkins LLP, and its financial advisor is Barclays Capital Inc.
The plan sponsors’ legal advisors in connection with the Recapitalization Transaction are Bennett Jones LLP and Davis Polk & Wardwell LLP, and its financial advisors are Moelis & Company LLC and Peters & Co. Limited.
Tervita has operated in Canada for almost 40 years and is a leading environmental solutions provider. Our integrated earth, water, waste and resource solutions deliver safe and efficient results through all phases of a project by minimizing impact and maximizing returns™. 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.