CALGARY, ALBERTA–(Marketwired – Dec. 2, 2016) – Tervita Corporation (“Tervita”) announced today that Tervita Escrow Corporation (the “Escrow Issuer”) has commenced an offering of US$ senior secured notes due 2021 (the “Notes”) in an aggregate principal amount to yield C$ 475 million. The Escrow Issuer is a wholly owned subsidiary of Tervita. Proceeds from the offering of the Notes are expected to be used to finance the previously announced recapitalization transaction (the “Recapitalization Transaction”). The Recapitalization Transaction is expected to close in December 2016.
The net proceeds of the Notes will be held in escrow until the satisfaction of various conditions precedent. After the net proceeds are released from escrow, the Recapitalization Transaction will be consummated, Tervita will assume the obligations of the Escrow Issuer under the Notes and become the sole obligor of the Notes, and the Notes will be guaranteed by one of Tervita’s subsidiaries.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. In addition, the Notes have not been and will not be qualified for distribution by prospectus under Canadian securities laws and are being offered and sold in the United States, Canada and other countries pursuant to an exemption from the prospectus requirements of Canadian securities laws and only to “accredited investors” as defined in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators or, if in Ontario, Section 73.3(1) of the Securities Act (Ontario).
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.
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.