On July 19, 2018, Tervita Corp. (“Tervita”) and Newalta Corp. (“Newalta”) completed a business combination 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 Corp., issued US$250 million aggregate principal amount of 7.625% 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% senior secured notes due 2021.
As part of the Arrangement, all of Newalta’s outstanding debt was refinanced. Newalta’s C$275 million senior unsecured debentures were called pursuant to the terms under the related indenture and were fully defeased. All amounts drawn on Newalta’s C$150 million credit facility were repaid. Letters of credit issued under Newalta’s credit facility were replaced with letters of credit under Tervita’s C$200 million credit facility and the C$150 million 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$610 million of 7.625% senior secured notes issued and outstanding and was fully undrawn on its C$200 million 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.
Norton Rose Fulbright Canada LLP’s Calgary office advised Tervita with a team consisting of Kirk Litvenenko, Jennifer Kennedy, Kirsty Sklar, Brett Watson, Kassy Corothers and Reid Yester (Securities), Rick Borden, Marlow Gereluk, Matthew Longstaff and Joe Mooney (Banking), Kevin Ackhurst and Brad Schneider (Competition), 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.
Burnet, Duckworth & Palmer LLP advised Newalta with a team that included Alyson Goldman, Jessica Brown and Nigel Behrens (Securities), Alicia Quesnel and Brittney LaBranche (Competition), Katherine Pybus (Banking), Bob Graham (Employment), Jeff Sharpe (Litigation) and Heather DiGregorio and Kirk Lamb (Tax).
Simpson Thacher & Bartlett LLP’s New York office advised Deutsche Bank Securities Inc., as initial purchasers in connection with the Offering, with a team consisting of Arthur Robinson, Patrick Baron, Jessica Asrat, David Baruch and Andrew Mandelbaum.
Blake, Cassels & Graydon LLP acted as Canadian securities counsel to Deutsche Bank Securities Inc., as initial purchasers in connection with the Offering, with a team consisting of Chad Schneider, Michael McIntosh, Q.C., Andrew Kolody, Dan Jankovic and Sharagim Habibi; and as counsel to The Toronto-Dominion Bank, as administrative agent under Tervita’s credit agreement, with a team consisting of Michael McIntosh, Q.C. and Andrew Kolody.
Thompson Hine LLP’s New York office advised Deutsche Bank Trust Company Americas, as escrow agent and trustee in connection with the Offering, with a team consisting of Irving Apar, Elizabeth Frayer, Yesinia Batista, and Narges Aminolsharei.