Tervita Corporation Commences Cash Tender Offer for Outstanding Notes due 2021
November 9, 2020
CALGARY, AB, Nov. 9, 2020 /CNW/ - Tervita Corporation ("Tervita" or the "Company") (TSX: TEV) today announced that it has commenced a cash tender offer (the "Offer") for any and all of its outstanding 7.625% Senior Secured Notes due 2021 (the "Notes") upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 9, 2020 (the "Statement") and related Notice of Guaranteed Delivery (collectively, the "Offer Documents").
The Offer will expire at 11:59 p.m., Toronto and New York City time, on November 18, 2020 (such time and date, as it may be extended, the "Expiration Time"), unless earlier terminated by the Company, in its sole discretion. Notes tendered may be withdrawn at any time at or before the Expiration Time but not thereafter, except as required by law.
The table below summarizes certain payment terms of the Offer.
Description of Notes
Principal Amount of Notes
7.625% Senior Secured Notes due 2021
88158UAA6 / C8844KAA3
US88158UAA60 / USC8844KAA37
Per U.S. $1,000 principal amount of the Notes and excluding accrued and unpaid interest. Holders will receive in cash an amount equal to accrued and unpaid interest in addition to the Tender Offer Consideration.
Holders validly tendering Notes at or before the Expiration Time will be eligible to receive the Tender Offer Consideration. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the payment date for the Notes.
Subject to the terms and conditions of the Offer being satisfied or waived, the Company will, promptly after the Expiration Time, accept for purchase all Notes validly tendered at or before the Expiration Time (and not validly withdrawn). The Company will pay the Tender Offer Consideration for Notes accepted for purchase promptly following the acceptance of such Notes for purchase.
The Company's obligation to consummate the Offer is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement. In particular, the Offer is subject to each of: (i) the consummation of the Company's issuance of new indebtedness (the "Note Offering") on terms satisfactory to the Company; and (ii) the execution of an amended and restated credit agreement on terms satisfactory to the Company and resulting in an increase in availability for revolving loans and an extension of term.
Concurrent with the commencement of the Offer and pursuant to the indenture governing the Notes, the Company issued a conditional notice to redeem any Notes not purchased by the Company in the Offer 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 Notes is conditional upon certain conditions, including the successful completion of the Note Offering. Nothing contained in this release constitutes a notice of redemption of Existing Notes.
The Company has engaged D.F. King & Co., Inc. ("DF King") to serve as the tender agent and information agent for the Tender Offer. Copies of the Offer Documents are available via the Offer website at http://www.dfking.com/tervita or by contacting DF King in New York as indicated below:
D.F. King & Co., Inc.
Toll-Free: (877) 478-5040
Banks and Brokers Call Collect: (212) 269-5550
Questions regarding the terms of the Offer may be directed to Deutsche Bank Securities Inc., the dealer manager for the tender offer (the "Dealer Manager"), at (855) 287-1922 (toll-free) and (212) 250-7527 (collect).
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offer is being made only pursuant to the Offer Documents. Noteholders should read carefully the Offer Documents because they contains important information, including the various terms of and conditions of the Offer. None of the Company, the dealer manager, the tender agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offer.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Tervita is a leading waste management and environmental solutions provider offering waste processing, treating, recycling, and disposal services to customers in the oil and gas, mining, and industrial sectors. Tervita serves its customers onsite and through a network of facilities in Canada and the United States.
For 40 years, Tervita has been focused on delivering safe and efficient solutions through all phases of a project while minimizing impact, maximizing returns™. Its dedicated and experienced employees are trusted sustainability partners to its clients. Safety is Tervita's top priority: it influences Tervita's actions and shapes Tervita's culture. Tervita trades on the TSX as TEV. For more information, visit www.tervita.com.
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 Offer for the Notes and the Company's obligations and timing relating thereto and the conditional redemption notice in respect of the Notes and the Company's obligations and timing related 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. 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. For additional information regarding these risks and uncertainties, and the assumptions underlying the forward–looking statements, please refer to the Statement. 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 13, 2019, as filed on SEDAR and available on the Tervita website at www.tervita.com. The Company does not undertake any obligations to publicly update or revise any forward looking statements except as required by securities law.
SOURCE Tervita Corporation