PE-Backed Tervita Closes $850M Refinancing


Tervita Corp. has closed refinancing deals totaling approximately C$850 million. One of the transactions involved a US$650 million offering of senior secured notes, and the other a C$200 million offering in senior secured notes (both due in 2018). The Calgary-based environmental and energy services company announced in January that it intended to refinance existing senior credit facilities due to mature in 2014. Tervita was taken private for C$3.5 billion in 2007 by CAI Private Equity, Goldman Sachs Capital Partners, Kelso & Co., Vestar Capital Partners, OSS Capital Management and other investors.

PRESS RELEASE

TERVITA CORPORATION ANNOUNCES THE CLOSING OF ITS REFINANCING TRANSACTIONS

CALGARY, ALBERTA (February 14, 2013) – Tervita Corporation announced today the closing of a US$650 million offering of Senior Secured Notes due 2018 and CDN$200 million in Senior Secured Notes due 2018 (collectively, the “Senior Secured Notes”) in a private placement.

“These refinancings are the culmination of a process that began more than a year ago,” said John Gibson, Tervita president and CEO. “We have now refinanced or extended the maturity of a significant majority of all of our debt to 2018-2019, which we believe will support the long-term growth of our business.”

The Senior Secured Notes were issued pursuant to an indenture dated as of February 14, 2013, by and among Tervita Corporation, the guarantors named therein and Wells Fargo, National Association, as U.S. trustee and Equity Financial Trust Company, as Canadian Trustee.

Concurrently with the closing of the Senior Secured Notes offering, Tervita amended and restated its existing senior secured term loan agreement and entered into a new senior secured revolving credit facility. Tervita has also negotiated certain amendments to its existing senior subordinated notes, including an extension of the maturity of these notes to November 15, 2018 in conjunction with this financing.
The Senior Secured Notes were offered and sold only to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to persons other than U.S. persons in reliance on the “accredited investor” prospectus exemption in Canada and Regulation S under the Securities Act. The offer and sale of the Senior Secured Notes have not been and will not be registered under the Securities Act and the Senior Secured Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state 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. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements. The forward-looking statements contained herein include statements about our expectations for the proposed debt financing and our ability to successfully effect the foregoing. These statements are subject to the general risks inherent in our business and in the credit markets and reflect our current expectations regarding these matters. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. The forward-looking statements are only as of the date made, and Tervita Corporation does not undertake any obligation to
(and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.

For more information, or to speak to a Tervita representative, please contact:
Richard Brimble
VP, Finance & Treasurer
[email protected]
T: (403) 234-2097
M: (403) 828-9534
Mandy Dinning
[email protected]
T: (403) 718-1221

About Tervita
Tervita is a leading North American environmental and energy services company. More than 4,000 dedicated employees partner with natural resource and industrial companies who share our values, and work with them to create a sustainable future. Safety is our highest priority: it influences our actions, guides our decisions and shapes our culture. We maintain a strategically located network of more than 95 state-of-the-art waste management facilities and a fleet of specialized equipment and assets to help customers address production and operational waste challenges. Our highly effective, convenient and environmentally sound solutions help minimize environmental impact and maximize returns. www.tervita.com.

Photo courtesy of Shutterstock.

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