Our Calgary office advised Tervita Corporation (“Tervita”) on its business combination with Newalta Corporation (“Newalta”) by way of plan of arrangement (the “Arrangement”), pursuant to which Tervita acquired all of Newalta’s issued and outstanding common shares.
Additionally, pursuant to the Arrangement, a wholly-owned subsidiary of Tervita, Tervita 2018 Escrow Corporation, issued US$250m aggregate principal amount of 7.625 per cent senior secured notes due 2021 (the “Offering”), which, upon completion of the Arrangement, were automatically exchanged for a like principal amount of additional notes of Tervita under the indenture governing Tervita’s existing 7.625 per cent senior secured notes due 2021.
As part of the Arrangement, all of Newalta’s outstanding debt was refinanced. Newalta’s C$275m senior unsecured debentures were called pursuant to the terms under the related indenture and were fully defeased. All amounts drawn on Newalta’s C$150m credit facility were repaid. Letters of credit issued under Newalta’s credit facility were replaced with letters of credit under Tervita’s C$200m credit facility and the C$150m credit facility was cancelled. These refinancings were funded from the proceeds of the Offering and cash on hand. After giving effect to these financing activities, Tervita had US$610m of 7.625 per cent senior secured notes issued and outstanding and was fully undrawn on its C$200m secured credit facility due December 2019.
Tervita is an 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 team included Kirk Litvenenko, Jennifer Kennedy, Kirsty Sklar, Kassy Corothers and Reid Yester (Securities), Rick Borden, Marlow Gereluk, Matthew Longstaff and Joe Mooney (Banking), Kevin Ackhurst, Bernie Ho and Correna Jones (Employment), Steven Leitl (Litigation) and Dion Legge (Tax). Cross-border securities support was provided by Peter Wiazowski and Viviane Albuquerque.