Primary Energy Recycling Completes Refinancing and Rights Offering

Primary Energy Recycling Corporation (PERC) announced on November 13, 2009, the closing of a US$105-million secured term loan facility. On November 12, 2009, PERC also completed its previously announced US$50-million rights offering. A total of approximately 96 million subscription receipts were issued in connection with the rights offering and approximately 143 million subscription receipts were subscribed for by rightholders, representing an approximate 48 per cent oversubscription. Concurrently with the refinancing of the existing term loan, each subscription receipt was automatically exchanged for one common share of PERC. The proceeds of the new credit facility and the rights offering have been applied to fully retire PERC's outstanding US$131-million term loan.

Torys LLP acted for PERC on the rights offering with a team that included James Scarlett, Rima Ramchandani, Jackie Taitz and Jamie Becker (Canadian corporate and securities); Corrado Cardarelli and Richard Johnson (Canadian tax); Andrew Beck, Mark Irving and Heding Yang (US securities); Peter Keenan and Gregg Larson (US tax); and John Cameron and Tony DeMarinis (insolvency). The firm also acted for PERC on the refinancing with a team that included Jonathan Wiener and Craig Pell (debt financing and lending); Peter Keenan (tax) and Sabrina Gherbaz and Gavin Scotti (real estate).

Latham & Watkins LLP acted for Credit Suisse as arranger and the lenders under the new credit facility with a team that included Jonathan Rod, Sean Gilbride and Sarah Griffin (debt financing and lending); Svetla Dalbokova (tax) and Betsy Mukamal and Andrew Fishkoff (real property).

McCarthy Tétrault LLP acted for the standby purchasers under the rights offering with a team that included Henry Wiercinski (financial services); Andrew Parker and Leila Rafi (corporate and securities); James Morand (tax) and James Gage (bankruptcy and insolvency). Bingham McCutchen LLP also acted for the standby purchasers with a team that included Daniel Papermaster (banking and leveraged finance) and Steven Browne and Laurie Cerveny (corporate securities).