Industry: Utilities & energy
SECURE $2.3-billion acquisition of Tervita
Closing Date: July 2, 2021
On July 2, 2021, SECURE Energy Services Inc. ("SECURE") completed its $2.3-billion acquisition of Tervita Corporation ("Tervita") to create a stronger midstream infrastructure and environmental solutions business. The all-stock transaction was accomplished through a court-sanctioned plan of arrangement under the Business Corporations Act (Alberta) and was approved by both SECURE shareholders and Tervita securityholders.
Pursuant to the arrangement, SECURE acquired all of the issued and outstanding common shares of Tervita in accordance with the terms and conditions of an arrangement agreement between SECURE and Tervita. Holders of Tervita common shares received 1.2757 SECURE common shares for each Tervita common share held, following which Tervita amalgamated with SECURE. The combined company continues as SECURE Energy Services Inc. and remains listed on the TSX as TSX:SES.
In connection with the closing of the transaction, SECURE entered into an $800 million three-year credit facility with nine financial institutions and Chartered Banks and a $30 million unsecured letter of credit facility guaranteed by Export Development Canada.
The merger of SECURE and Tervita involved several complex elements including transactional strategy, the plan of arrangement, securities and regulatory compliance, the negotiation of securityholder standstill and support agreements, sophisticated financing considerations, court, shareholder and Toronto Stock Exchange approvals and competition reviews, applications and hearings. The successful completion of the arrangement and associated financing transactions, and the effective integration of SECURE and Tervita required experience in multifaceted and intersecting legal fields delivered by lawyers focusing capital markets and M&A, banking, competition and tax law.
SECURE was represented by an in-house legal team led by
Michael Callihoo, general counsel and corporate secretary.
Bennett Jones LLP’s Calgary office acted as lead external counsel to SECURE with a team led by
Colin Perry (capital markets and M&A),
Denise Bright (banking),
Greg Johnson (tax),
and which included