Tervita solicits consents to amend 11% second-lien notes due 2025

Chicago, April 12 – Tervita Corp. commenced a consent solicitation relating to its $500 million outstanding 11% senior second-lien notes due 2025 (Cusips: 88159EAA1, C8843TAG2) and the related collateral trust agreement, according to a statement.

The consent solicitation relates to the all-share acquisition arrangement agreement between Tervita and Secure Energy Services Inc. where Secures will acquire all of the shares of Tervita.

The proposed amendments would modify the definition of “change of control,” amend the collateral trust agreement to modify the definition of “first priority debt cap” to an amount of the greater of C$800 million or 25% of the total assets of the company and its restricted subsidiaries and amend the section to modify the permitted debt associated with credit facilities to be an amount equal to the greater of C$800 million and 22.5% of total assets of the company and its restricted subsidiaries.

The consent solicitation expires at 5 p.m. ET on April 16.

Tervita is seeking consents from a majority of noteholders for the proposed amendments.

If sufficient consents are received, the company will pay a consent payment of $2.50 per $1,000 note to noteholders who validly delivered, and did not revoke, consents by the expiration time.

The consent payment will be paid after the arrangement condition has been satisfied, expected in the third quarter of 2021.

Solus Alternative Asset Management LP has agreed to consent to the proposed amendments. Solus, as supporting noteholder, holds 6% of the outstanding notes.

The lead solicitation agent is Deutsche Bank Securities (855 287-1922, 212 250-7527).

Co-solicitation agents are BMO Capital Markets (833 418-0762, 212 702-1840, LiabilityManagement@bmo.com) and TD Securities (855 495-9846, LM@tdsecurities.com).

D.F. King & Co., Inc. is the information and tabulation agent (212 269-5550, 800 317-8033, tervita@dfking.com).

Tervita is a Calgary, Alta.-based environmental management company for the oil and gas industry.

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