Tervita Corporation Announces Pricing of an Offering of Senior Second Lien Secured Notes
November 13, 2020
CALGARY, AB, Nov. 13, 2020 /CNW/ - Tervita Corporation ("Tervita" or the "Company") (TSX: TEV) today announced that it has priced a private offering (the "Offering") of US$500.0 million aggregate principal amount of 11% senior second lien secured notes due 2025 (the "Notes"). Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2021. The Offering is expected to close on November 19, 2020, subject to customary closing conditions.
The Company intends to use the net proceeds of the Offering, if completed, together with a combination of cash on hand and available borrowings under its revolving credit facility, to repurchase or redeem any and all of its US$590 million aggregate principal amount of 7.625% senior secured notes due 2021 (the "Existing Notes") pursuant to the Company's previously announced cash tender offer for the Existing Notes. This announcement does not constitute an offer to purchase or the solicitation of an offer to sell the Existing Notes.
"This successful outcome of our Notes offering and refinancing plan positions us well to pursue the execution of our strategic plan. I am pleased with the support of our banking partners in this process that reflects our reliable and consistent performance. With our refinancing in place and strengthened financial platform, we look forward to building on our momentum and furthering our strategic initiatives as we continue to grow long-term value for our stakeholders," said John Cooper, President and CEO.
Concurrent with the commencement of the Offering and pursuant to the indenture governing the Existing Notes, Tervita also issued a conditional notice to redeem any Existing Notes outstanding on December 9, 2020 (the "Redemption Date") at a redemption price of 100.000% of the principal amount redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Redemption of the Existing Notes is conditional upon certain conditions, including the successful completion of the Offering. Nothing contained in this release constitutes a notice of redemption of the Existing Notes.
The securities mentioned herein 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. The securities mentioned herein 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 only pursuant to an exemption from the prospectus requirements of Canadian 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, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offer for the Existing Notes is made only by and pursuant to the terms of the Offer to Purchase in respect thereof.
Certain statements contained in this news release constitute forward-looking information and statements (collectively, "forward-looking statements") including, but not limited to, statements concerning the Offering, the effectiveness of the amended and restated credit facility, the conditional redemption of Existing Notes and the Company's obligations and timing relating thereto. These statements relate to future events. All statements other than statements of historical fact are forward-looking statements. The use of any of the words ''anticipate'', ''plan'', ''contemplate'', ''continue'', ''estimate'', ''expect'', ''intend'', ''propose'', ''might'', ''may'', ''will'', ''shall'', ''project'', ''should'', ''could'', ''would'', ''believe'', ''predict'', ''forecast'', ''pursue'', ''potential'' and ''capable'' and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including related to the Company's ability to consummate the Offering, the redemption of the Existing Notes and the amended and restated credit facility. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release. The Company does not undertake any obligations to publicly update or revise any forward looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to, the risks and uncertainties described in "Forward-Looking Statements" and "Risk Factors" included in the Company's Annual Information Form, dated March 8, 2020, as filed on SEDAR and available on the Tervita website at www.tervita.com.
SOURCE Tervita Corporation