Merger Creates a Leading Canadian
Energy-Focused Waste and Environmental Services Company
Tervita Common Shares and Warrants to Trade on
TSX Within Two to Three Business Days
CALGARY, July 19, 2018 /CNW/ - Tervita Corporation
("Tervita"), a private Alberta-based energy-focused waste and
environmental services company, and Newalta Corporation
("Newalta") (TSX:NAL), are pleased to announce that they
have today closed their previously announced business combination,
which was completed by way of a plan of arrangement (the
"Arrangement"). The completion of the Arrangement
creates a leading energy-focused environmental solutions provider
in Canada providing waste
processing, treating, recycling and disposal services to customers
in the oil and gas, mining and industrial sectors. The newly merged
company will operate under the name Tervita Corporation.
John Cooper, President and Chief
Executive Officer of Tervita Corporation, stated, "We are pleased
to have now closed this important transaction and look forward to
focusing on executing the robust business plan in front of
us. We intend to deliver further value to our customers
through our combined operations, and will focus on building
shareholder value through continuing to grow Tervita Corporation,
maximizing our operating results, and achieving the clearly
identified and significant synergies that we expect from the
merger."
John Barkhouse, President and
Chief Executive Officer of Newalta, stated, "We are delighted to
complete the merger with Tervita, and wish to thank all of our
shareholders, employees and stakeholders for their support."
It is expected that the common shares and common share purchase
warrants ("Warrants") of Tervita Corporation will each
commence trading on the Toronto Stock Exchange ("TSX") under
the trading symbols "TEV" and "TEV.WT", respectively, within two to
three business days following the date of this press release and
the issuance of a bulletin by the TSX regarding completion of the
Arrangement.
After giving effect to the Arrangement, pursuant to which each
former shareholder of Newalta (whose common shares closed at
$1.21 per share on the TSX on
July 18, 2018) received 0.1467 of one
common share of Tervita Corporation for each Newalta common share
held and 0.0307 of one Warrant, Tervita Corporation has
approximately 117.6 million common shares outstanding and 2.7
million Warrants. Each Warrant is exercisable for one Tervita
Corporation common share at an exercise price of $18.75 per share until 4:30 pm (Calgary
time) on July 19, 2020.
Although the waiting period under the Competition Act
(Canada) has expired, the
Commissioner of Competition has not, at this time, issued a
clearance in the form of an advance ruling certificate or no-action
letter, in respect of the Arrangement. The Competition
Act (Canada) permits the
Commissioner of Competition to make an application to the
Competition Tribunal in respect of a transaction for a period of
one year after its implementation.
Additionally, pursuant to the Arrangement, Tervita 2018 Escrow
Corporation was wound-up into Tervita. In connection with such
winding up, the US$250 million
aggregate principal amount of 7.625% senior secured notes due 2021
(the "Notes") that were issued by Tervita 2018 Escrow
Corporation on June 1, 2018, as previously announced, were
automatically exchanged today for a like principal amount of
additional notes issued by Tervita Corporation under the indenture
governing Tervita Corporation's existing 7.625% Senior Secured
Notes due 2021 (the "Secured Notes"), under which Tervita
previously issued US$360.0 million
aggregate principal amount of Secured Notes. The Notes have
been deemed cancelled.
As part of the Arrangement, all of Newalta's outstanding debt
has been refinanced. Newalta's $275
million senior unsecured debentures have been called
pursuant to the terms under the related Indenture and are fully
defeased. All amounts drawn on Newalta's $150 million credit facility have been
repaid. Letters of credit ("LCs") issued under the
Newalta credit facility have been replaced with LCs issued under
Tervita Corporation's $200 million
credit facility and the $150 million
credit facility has been cancelled. These refinancings were
funded from the proceeds of the US$250
million Secured Notes received from 2018 Tervita Escrow
Corporation and cash on hand.
After giving effect to these financing activities, Tervita
Corporation has US$610 million of
7.625% Secured Notes and remains fully undrawn on its $200 million secured credit facility due
December 2019.
Tervita Corporation expects to release Tervita's and Newalta's
individual Q2 results on August 9,
2018 and Tervita Corporation further anticipates providing
an updated investor presentation during Q3 2018, which will be
posted to its website. The first reporting period of the
combined operating and financial results of Tervita and Newalta
will be for the quarter ended September 30,
2018, which results are expected to be released in
November 2018.
Tervita will hold a conference call today at 2:00 pm Mountain Time (4:00 pm Eastern Time). To participate in the
teleconference, please call 647-427-7450 or toll free 888-231-8191.
To access the simultaneous webcast, please visit
https://event.on24.com/wcc/r/1799718/253CC0D83D1C4EC703E0F08BD02599E8.
For more detailed information in respect of Tervita Corporation,
please see the joint information circular of Tervita and Newalta
dated March 23, 2018, which was
prepared in connection with the Arrangement and is available for
viewing electronically on SEDAR at www.sedar.com.
Forward-Looking Information
Certain statements contained in this news release constitute
"forward-looking information" as defined under applicable
securities laws. When used in this document, the words "may",
"would", "could", "will", "intend", "plan", "anticipate",
"believe", "estimate", "expect", "potential", "strategy", "target"
and similar expressions, as they relate to Tervita Corporation or
its management, are intended to identify forward-looking
information. In particular, forward-looking information included in
this news release includes information with respect to the expected
trading date of the Tervita Corporation common shares and Warrants
on the TSX, the expectation that Tervita Corporation is a leading
energy-focused environmental solutions provider in Canada, the expectation of the delivery of
further value to the customers of Tervita Corporation.
Such forward-looking information reflects the current views
of Tervita Corporation with respect to future events and are based
on certain key expectations and assumptions made by Tervita
Corporation. Although Tervita Corporation believes that the
expectations and assumptions on which such forward-looking
information is based are reasonable, undue reliance should not be
placed on the forward-looking information as Tervita Corporation
cannot give any assurance that they will prove to be correct. Since
forward-looking information addresses future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from
those currently anticipated due to a number of factors and risks.
These include, but are not limited to: the failure to realize
anticipated benefits and other synergies of the Arrangement; risks
regarding the integration of Newalta and Tervita; and the incorrect
assessment of the value of Tervita and/or Newalta. In addition,
general factors and risks include, but are not limited to: the
strength of the oil and gas industry; general market conditions;
fluctuations in commodity prices for oil and the prices Tervita
Corporation receives for its recovered oil; fluctuations in
interest rates and exchange rates; financial covenants in debt
agreements; the effectiveness of Tervita Corporation's cash flow
management activities and cost rationalization initiatives; Tervita
Corporation's ability to secure alternative financing, if needed,
at all or on terms acceptable to Tervita Corporation, and
consistent with its capital structure objectives; the competitive
environment of Tervita Corporation's industry in Canada and the
United States; timing and term of contracts for Tervita
Corporation's services; risk of pending and future legal
proceedings; and such other risks or factors described from time to
time in reports Tervita Corporation files with securities
regulatory authorities. Additional information on factors
that could affect Tervita Corporation's operations or financial
results are included in reports on file with applicable securities
regulatory authorities and may be accessed through the SEDAR
website (www.sedar.com). Furthermore, the forward-looking
information contained in this news release is made as of the date
of this document and, in each case, is expressly qualified by this
cautionary statement. Unless otherwise required by law, Tervita
Corporation does not intend, or assume any obligation, to update
any such forward-looking information.
View original
content:http://www.prnewswire.com/news-releases/tervita-and-newalta-announce-completion-of-merger-300683655.html
SOURCE Tervita Corporation