Tervita Corporation, a portfolio company of distress fund manager, Solus Alternative Asset Management LP, and Newalta Corporation (TSX: NAL) has completed closed their previously announced business combination, creating 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 merger resulted in reverse take-over (RTO) of Newalta by Tervita.
New Tervita will have 117,557,112 shares outstanding with Solus as the largest shareholder controlling 47,360,270 shares (40.29%). AllianceBernstein L.P. (NYSE: AB), through various investment funds, controls 19,922,858 shares (16.95%).
The resulting issuer will continue to operate under the name Tervita Corporation and will be led by Tervita’s current executive management team comprised of John Cooper as President & Chief Executive Officer (CEO), Brad Dlouhy as Chief Operating Officer and Robert Dawson as Chief Financial Officer.
Tervita’s common shares and common share purchase warrants are expected to commence trading on the Toronto Stock Exchange (TSX) under the trading symbols “TEV” and “TEV.WT”, respectively, within two to three business days.
Tervita’s new board will be comprised of 10 members including current six independent directors of Tervita, Grant Billing (Chairman), Allen Hagerman, Jay Thornton, Cameron Kramer, Douglas Ramsay and Kevin Walbridge; John Cooper, CEO of Tervita; two current independent directors of Newalta, Gordon Pridham and Susan Riddell Rose; and Michael Colodner from Solus.
Tervita filed for Solus and AllianceBernstein led recapitalization pursuant to a Canada Business Corporations Act (CBCA) arrangement in September 2016 and it filed for Chapter 15 bankruptcy in the US in October 2016 to facilitate its recapitalization.
Solus Alternative Asset Management LP is a New York based asset management firm providing solutions to clients across three strategies: event driven distressed, single opportunity, and long-only.
photo credit: Tervita
Tervita and Newalta Announce Completion of Merger
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, Alberta – July 19, 2018 – 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.
President & Chief Executive Officer
Chief Financial Officer