CALGARY, ALBERTA–(Marketwired – Nov. 30, 2016) – Tervita Corporation and certain of its affiliates (“Tervita” or the “Company”) are pleased to announce that, at the previously announced: (i) meeting of holders of the 9.75% senior unsecured notes issued by Tervita due November 2019 and holders of the 10.875% senior unsecured notes issued by Tervita due February 2018 (collectively, the “Unsecured Notes”, and the holders of such Unsecured Notes, the “Unsecured Noteholders”); (ii) meeting of holders of the 11.875% senior subordinated notes issued by Tervita due November 2018 (the “Subordinated Notes”, and the holders of such Subordinated Notes, the “Subordinated Noteholders”); and (iii) meeting of holders of Red Sky Acquisition Corp.’s common shares (the “RSAC Shares”, and the holders of such RSAC Shares, the “RSAC Shareholders”) (collectively, the “Meetings”), the Unsecured Noteholders, the Subordinated Noteholders and the RSAC Shareholders, respectively, voted overwhelmingly in support of the Company’s proposed recapitalization transaction (the “Recapitalization Transaction”) to be implemented by way of a corporate plan of arrangement under the Canada Business Corporations Act (the “Plan of Arrangement”).
Approval of the Plan of Arrangement
At the Meetings, (i) 100% of the votes cast by Unsecured Noteholders (representing approximately 90% of the outstanding Unsecured Notes); (ii) 100% of the votes cast by the Subordinated Noteholders (representing approximately 92.5% of the outstanding Subordinated Notes); and (iii) 100% of the votes cast by RSAC Shareholders, were voted, in person or by proxy, in favour of the Plan of Arrangement.
“This represents a new beginning for Tervita,” said Chris Synek, President and CEO. “Although there are a few steps left in the process, we are optimistic that we can complete the recapitalization prior to year-end, emerging as a much stronger company with a bright future. With this transaction we will have reduced our debt substantially and have the requisite capital to pursue profitable growth opportunities in 2017 and beyond.”
“Our track record, our expertise and a much stronger balance sheet will underpin Tervita’s position as one of Canada’s most trusted, leading environmental solutions providers. Over the past 18 months we have significantly enhanced our competitive position, selling non-core assets, as well as improving our focus, our cost structure and our business practices. I would like to thank our employees, our vendors and our clients for their ongoing support.”
Court Approval and Implementation
The Company will attend a hearing before the Alberta Court of Queen’s Bench (the “Court”) currently scheduled for December 6, 2016 to seek a final order of the Court approving the Plan of Arrangement. If the approval of the Court is obtained, and the other conditions to completion of the Recapitalization Transaction are satisfied or waived, it is expected that the Recapitalization Transaction will be completed in December 2016.
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.