Tervita Corporation Announces Tender Offer Results

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Tervita Corporation Announces Tender Offer Results

by ahnationtalk on November 20, 202015 Views

CALGARY, AB, Nov. 19, 2020  – Tervita Corporation (“Tervita” or the “Company”) (TSX: TEV) today announced the results of the previously announced 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 expired at 11:59 p.m., Toronto and New York City time, on November 18, 2020 (the “Expiration Time”). The Company has been advised that US$497,908,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn as of the Expiration Time. The Company today announced that the conditions to the Offer, as set forth in the Offering Documents, have been satisfied.

The table below summarizes certain payment terms of the Offer.

Description of Notes

CUSIP Nos.

ISIN Nos.

Outstanding
Principal Amount of Notes

Tender Offer
Consideration(1)

7.625% Senior Secured
Notes due 2021

88158UAA6 /
C8844KAA3

US88158UAA60 /
USC8844KAA37

US$590,000,000

US$1,002.50

(1)

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.

The Company has accepted for payment all Notes validly tendered and not validly withdrawn prior to the Expiration Time. In accordance with the terms of the Offer Documents, the Company has paid or will pay all holders whose Notes are purchased in the Offer the Tender Offer Consideration as set forth in the table above and in the Offer Documents today, November 19, 2020 (the “Payment Date”). In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Payment Date. Notes purchased pursuant to the Offer will be cancelled.

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. The Company today announced that the conditions to the redemption, as set forth in the notice of redemption, have been satisfied. 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
Email: [email protected]

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 was 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.

About Tervita

Tervita is one of the largest waste and environmentally-focused service providers in Canada, providing a broad and integrated array of services and environmental management solutions for customers in the energy, industrial, and natural resource sectors, predominantly in Western Canada.

For over 40 years, Tervita has been focused on delivering safe and efficient solutions through all phases of a project while minimizing impact, maximizing returns™. Our dedicated and experienced employees are trusted sustainability partners to our clients. Safety is our top priority: it influences our actions and shapes our culture. Tervita trades on the TSX as TEV. For more information, visit www.tervita.com.

NT4

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