Newalta and Tervita Agree to Merge to Create the Leading Energy-Focused Environmental Solutions Provider in Canada
Merger Creates Canada’s Largest Energy-Focused Waste and Environmental Services Company
Ability to Accelerate Growth with Combined Cash Flow
Combination Expected to Generate $40–$45 Million in Annual Synergies
Significant Potential Value Creation for Shareholders
CALGARY, March 1, 2018 /CNW/ – Newalta Corporation (“Newalta“) (TSX:NAL) and Tervita Corporation (“Tervita“), a private Alberta-based energy-focused waste and environmental services company, are pleased to announce that they have entered into an arrangement agreement (the “Arrangement Agreement“) to combine their businesses and create a leading publicly traded 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 transaction, which will result in the merger of Newalta and Tervita under the name Tervita Corporation (“New Tervita“), is expected to provide significant scale, resources and future growth opportunities.
The combination will be completed by way of a plan of arrangement (the “Arrangement“) under the Business Corporations Act (Alberta) whereby Newalta shareholders will be entitled to receive: (i) 0.1467 of one common share of New Tervita (“New Tervita Shares“) for each common share of Newalta (“Newalta Shares“); and (ii) 0.0307 of one warrant to purchase one New Tervita Share (“New Tervita Warrants“) for each Newalta Share. Each New Tervita Warrant will be exercisable for a period of two years from the closing of the Arrangement at a price of $2.75 per equivalent Newalta Share.
Holders of Tervita common shares (“Tervita Common Shares“) and Tervita preferred shares (“Tervita Preferred Shares” and together with the Tervita Common Shares, “Tervita Shares“) will receive one New Tervita Share for each Tervita Share held. Upon completion of the Arrangement, Newalta shareholders will own approximately 11% of the New Tervita Shares to be outstanding (or approximately 13% of the New Tervita Shares if all of the New Tervita Warrants are exercised). The Arrangement is intended to be tax-deferred for Canadian tax purposes for shareholders of both entities and to qualify as a tax-free (or tax-deferred) reorganization for U.S. shareholders.
John Barkhouse, President and Chief Executive Officer of Newalta, stated, “We are pleased to announce this milestone transaction, which offers our shareholders a meaningful ownership position in a significantly larger entity that is the premier Canadian energy environmental solutions provider. Newalta shareholders will have the opportunity to participate and benefit in the success and growth of the combined businesses. Additionally, this transaction significantly improves our balance sheet, and the synergies and growth opportunities provide significant potential value creation for Newalta shareholders. We strongly believe that this combination is the most attractive path forward for Newalta, and we are committed to making the merger and ensuing integration a success.”
“Each of our companies are industry leaders with a robust portfolio of attractive growth projects.” said John Cooper, Tervita’s Chief Executive Officer. “We are excited to combine with Newalta’s high-quality assets and talented personnel, and we will continue to set the standard for service quality benefiting customers, employees and stakeholders. This combination also represents an excellent opportunity for Tervita to become a publicly traded company, and we look forward to building value for shareholders in a measured and disciplined manner in the years to come.”
New Tervita will be led by the existing senior executive team of Tervita comprised of John Cooper as President and Chief Executive Officer, Brad Dlouhy as Chief Operating Officer and Rob Dawson as Chief Financial Officer.
The New Tervita board of directors will be comprised of the following ten members: the current six independent directors of Tervita, Grant Billing (Chairman), Allen Hagerman, Jay Thornton, Cameron Kramer, Doug Ramsay, Kevin Walbridge; John Cooper (the CEO of New Tervita); two current independent directors of Newalta, Gordon Pridham and Susan Riddell Rose; and Michael Colodner from Solus Alternative Asset Management LP (Tervita’s largest shareholder).
Key Investment Highlights of New Tervita
- Operational and market leadership – New Tervita is expected to have pro forma 2017 revenue of approximately $2.6 billion (based on the midpoint of Newalta’s previously announced guidance range and Tervita internal estimates), over 115 operating locations, approximately 2,000 employees and approximately 1,000 customers. New Tervita’s size, scale and footprint will effectively meet its customers’ needs.
- Substantial operating results – Estimated pro forma 2017 adjusted EBITDA of approximately $201 million (based on the midpoint of Newalta’s previously announced guidance range and Tervita internal estimates) has increased significantly year over year (2016 – pro forma $121 million) and is expected to provide a strong ongoing platform for future growth.
- Considerable synergies – New Tervita expects approximately $40–$45 million in annual synergies within two years, creating value and efficiency for customers and other stakeholders. It is anticipated there will be one-time costs of $15–$20 million in order to achieve the ongoing annual synergies.
- Attractive portfolio of growth opportunities – Management of Newalta and Tervita believe New Tervita will have several years of attractive, organic and identified strategic growth opportunities that it expects to have the flexibility to finance from internally generated cash flow or from various sources of available capital, which will provide a foundation for measured ongoing growth in operating results.
- Unparalleled asset base – New Tervita’s operating assets were assembled, constructed and optimized over a period spanning more than 30 years, which management believes could not be replicated without an investment significantly exceeding the original cost and over a substantial time period.
- Strong customer relationships – Newalta and Tervita have a history of long-standing and valued relationships with their customers, with whom they take a collaborative approach to meet their respective customers’ needs, which has resulted in decades-long service relationships. The combined customer base includes the largest exploration and production companies operating in all key oil and natural gas plays in western Canada.
- Financial flexibility – New Tervita is expected to have the financial flexibility to execute its growth plan and reduce leverage levels using internally generated cash, and expects to have access to various sources of other capital to further fund any attractive projects or opportunities.
- Significant capital markets presence – New Tervita is expected to have a market capitalization that ranks it among Canada’s largest publicly traded energy services and environmental companies.
- Experienced and dedicated employees – Newalta and Tervita have highly skilled, committed and long-standing employees that are critical to the success of the businesses and will be instrumental in integrating the combined entity.
- Experienced leadership and strong governance – New Tervita will be led by a seasoned executive leadership and management team and governed by a top group of independent directors with a complementary mix of skills and experience.
Key Benefits for Newalta Shareholders
- Provides size and scale – Creates the largest energy-focused waste and environmental services company in Canadaserving energy and industrial customers, with increased efficiencies and a considerable capital markets presence.
- Significant potential value creation – The significant synergies expected from the combination with Tervita, reduced leverage and improved ability to fund growth opportunities are expected to create near- and long-term value for Newalta shareholders.
- Improved balance sheet and access to capital – Materially reduces Newalta’s leverage levels and strengthens access to capital to accelerate high-returning growth projects. New Tervita is estimated to have pro forma leverage of ~3.6x Adjusted EBITDA relative to Newalta on a stand-alone basis of ~7.9x Adjusted EBITDA (estimated on a pro forma basis for the twelve months ended December 31, 2017 based on midpoint of Newalta’s previously announced guidance range and Tervita internal estimates, excluding expected annual synergies to be achieved within two years beginning upon closing).
- Eliminates stand-alone refinancing requirement – Provides liquidity to refinance Newalta’s existing credit facility and outstanding senior unsecured debentures maturing November 2019 and April 2021.
Support for the Combination
Gordon Pridham, Chairman of Newalta, stated that, “Having very carefully considered all of the potential ways that Newalta might create additional value for its shareholders, the board of Newalta came to the unanimous conclusion that a combination with Tervita was the best available alternative.”
The board of directors of Newalta (the “Newalta Board“) has determined that the Arrangement is fair to holders of Newalta Shares and the Arrangement and the entry into the Arrangement Agreement is in the best interests of Newalta and its shareholders and unanimously recommends that Newalta securityholders vote in favour of the special resolution approving the Arrangement. CIBC Capital Markets is acting as financial advisor to Newalta in respect of the Arrangement and has provided the Newalta Board with its verbal opinion that, subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by Newalta shareholders pursuant to the terms of the Arrangement is fair, from a financial point of view, to the holders of Newalta Shares.
“Tervita is very pleased that Newalta has determined that a transaction with Tervita is its most attractive option for their shareholders,” said Grant Billing, the Chairman of Tervita. “We are looking forward to the opportunity to create further value for all stakeholders through this strategic combination.”
The board of directors of Tervita have determined that the Arrangement is fair to holders of Tervita Shares and the Arrangement and the entry into the Arrangement Agreement is in the best interests of Tervita and its shareholders and unanimously recommends that Tervita shareholders vote in favour of the special resolution approving the Arrangement.
Key shareholders of each of Newalta and Tervita have agreed to support and vote in favour of the Arrangement.
Select Pro Forma Financial Information
|
2016 |
2017 Estimates (1) |
||||
|
Revenue ($MM) (2) |
$2,208 |
$2,574 |
|||
|
Net Revenue ($MM) (3) |
$662 |
$751 |
|||
|
Adjusted EBITDA Before Synergies ($MM) (4) |
$121 |
$201 |
|||
|
Adjusted EBITDA After Synergies ($MM) |
$163 |
$243 |
|||
|
Capital Expenditures ($MM) (5) |
$62 |
$90 |
|||
|
Amount of Capex Directed to Growth (%) |
~50% |
||||
|
Notes: |
|
|
(1) |
Newalta revenue, net revenue and adjusted EBITDA are estimated to be at the midpoint of management’s previously announced guidance ranges. |
|
(2) |
2016 revenue is comprised of $205 MM and $2,003 MM from Newalta and Tervita, respectively. 2017 estimated revenue is comprised of $245 MM and $2,329 MM from Newalta and Tervita, respectively. |
|
(3) |
Net revenue excludes energy marketing revenues. 2016 net revenue is comprised of $205 MM and $457 MM from Newalta and Tervita, respectively. 2017 estimated net revenue is comprised of $245 MM and $506 MM from Newalta and Tervita, respectively. |
|
(4) |
Adjusted EBITDA is defined as net earnings (loss) before depreciation and amortization, finance charges, income tax, stock-based compensation, impairment, restructuring and other expense, and gains or losses on embedded derivatives. 2016 adjusted EBITDA is comprised of $22 MM and $99 MM from Newalta and Tervita, respectively. 2017 estimated adjusted EBITDA is comprised of $45 MM and $156 MM from Newalta and Tervita, respectively. Adjusted EBITDA for Tervita includes add backs for one-time items such as severance for eliminated positions. |
|
(5) |
2016 capital expenditures are comprised of $15 MM and $47 MM from Newalta and Tervita, respectively. 2017 estimated capital expenditures are comprised of $15 MM and $75 MM from Newalta and Tervita, respectively. |
|
Estimated As At |
Newalta |
Tervita |
Pro Forma |
||||||
|
New Tervita Shares Outstanding (MM) |
Closing Date |
13 |
(1) |
105 |
(2) |
118 |
(3) |
||
|
Net Debt ($MM) (4) |
12/31/17 |
$350 |
$353 |
$726 |
(5) |
||||
|
Net PP&E ($MM) |
12/31/17 |
$625 |
$615 |
$1,240 |
|||||
|
Notes: |
|
|
(1) |
Based on basic Newalta Shares outstanding of 88 MM and the exchange ratio of 0.1467x. Newalta performance share units, restricted share units and deferred share units will be redeemed for cash pursuant to the Arrangement. |
|
(2) |
Basic Tervita Shares outstanding. Tervita’s incentive securities are comprised of 1.1 MM options with a strike price of $10.00 and 0.6 MM restricted share units. |
|
(3) |
Basic New Tervita Shares outstanding. Pro Forma incentive securities are comprised of existing Tervita incentive securities plus 2.7 MM New Tervita Warrants with a strike price of $18.75 per New Tervita Share issued to former Newalta shareholders pursuant to the Arrangement. |
|
(4) |
Newalta net debt is comprised of $125 MM of 7.75% series 2 senior unsecured debentures due 2019, $150 MM of 5.875% series 3 senior unsecured debentures due 2021 and an estimated combined draw on credit facility and capital lease obligations of $75 MM. Tervita debt is comprised of US$360 MM of 7.625% senior secured notes due 2021 less $124 MM of cash. Tervita’s senior secured notes are fully hedged with an interest and principal swap resulting in a Canadian Dollar equivalent principal of $477 MM and interest rate of 7.819%. |
|
(5) |
Pro forma net debt includes transaction fees (advisory, legal, share based payouts, other) of $23 MM and does not include any fees associated with further debt issuances and/or redemptions. |
Outlook
The operating results of each of Newalta and Tervita depend upon underlying industry fundamentals, and specific customer activities. While 2016 saw a cyclical low of spending and activity, the businesses of each of Newalta and Tervita experienced significant improvement in 2017. The current outlook for customer spending and activity in 2018 is expected to be at least as strong as 2017.
Management of each of Newalta and Tervita believes it has a suite of attractive growth opportunities, including organic spending and facility optimization, small-scale acquisitions, and larger potential initiatives. The aggregate scale of these projects is considerable, and it is expected that New Tervita will have the ability to fully deploy its operating cash flow to fund the most attractive of these projects. New Tervita’s business plan is to position itself to generate double-digit annual EBITDA growth (excluding the benefit of expected synergies) while also reducing leverage.
Fourth quarter 2017 financial and operating results, including the outlook for each of Newalta and Tervita, are anticipated to be released in mid-March 2018.
Financing
In connection with the Arrangement, Tervita has obtained fully committed bridge financings which, together with Tervita’s other available funding sources, are projected to be sufficient to fund all of the refinancing requirements relating to Newalta’s existing debt that will arise on, or shortly after, closing. Tervita has also made certain amendments to its bank credit agreement that are intended to ensure that its existing credit facility will be available on and after closing to fund the larger combined entity.
Conditions and Shareholder Meetings
Completion of the Arrangement will be subject to the approval of at least: (i) 66? percent of holders of the Newalta Shares and holders of incentive securities of Newalta, voting together as a single class, represented in person or by proxy at an annual and special meeting of holders of Newalta Shares to be called to consider the Arrangement (the “Newalta Meeting“); and (ii) 66? percent of holders of the Tervita Common Shares and Tervita Preferred Shares, voting together as a single class, represented in person or by proxy at an annual and special meeting of holders of Tervita Shares to be called to consider the Arrangement (the “Tervita Meeting“).
In addition to securityholder approval, the Arrangement is also subject to the receipt of certain regulatory, court and stock exchange approvals and certain other closing conditions customary in transactions of this nature, including under the Competition Act (Canada). Closing of the Arrangement is expected to occur late in the second quarter of 2018 or early in the third quarter of 2018.
The Arrangement Agreement includes customary provisions relating to non-solicitation and a fiduciary-out in the event a financially superior offer is received by Newalta, subject to Tervita’s right to match such superior offer. The Arrangement Agreement also provides for mutual non-completion fees in the event that the Arrangement is not completed or is terminated by either party in certain circumstances. The Arrangement Agreement is expected to be filed on SEDAR under Newalta’s profile.
Further details regarding the Arrangement will be contained in a joint management information circular (the “Information Circular“) to be sent to Newalta securityholders and Tervita shareholders in connection with each of the Newalta Meeting and Tervita Meeting. The Information Circular is expected to be mailed to holders of Newalta Shares and Tervita Shares within the next four to six weeks with the meetings of the respective shareholders to be held thereafter. All Newalta securityholders and Tervita shareholders are urged to read the Information Circular once available as it will contain additional important information concerning the Arrangement. The Information Circular will be available electronically on Newalta’s SEDAR profile at www.sedar.com shortly following the mailing of the Information Circular.
Advisors
CIBC Capital Markets is acting as financial advisor to Newalta. Burnet, Duckworth & Palmer LLP is acting as Newalta’s legal advisor.
Peters & Co. Limited, Moelis & Company LLC and TD Securities Inc. are acting as financial advisors to Tervita. Norton Rose Fulbright Canada LLP is acting as Tervita’s legal advisor.
Conference Call and Webcast Details
A joint conference call will be held on March 1, 2018, at 9:00 AM MT (11:00 AM ET) to discuss the Arrangement. To participate in the conference call, please dial 647-427-7450 or toll free 888-231-8191. Participants should dial in 15 minutes prior to the scheduled start time. In addition, a simultaneous webcast and an accompanying presentation will be posted to the Newalta website at www.newalta.com.
For those unable to listen to the live call, a taped broadcast will be available at www.newalta.com and, until midnight on Thursday, March 8, 2018, by dialing 855-859-2056 and using the passcode 3894848.
About Newalta
Newalta is a leading provider of innovative engineered environmental solutions that enable customers to reduce disposal, enhance recycling and recover valuable resources from oil and gas exploration and production waste streams. We simplify the critical challenges of sustainable environmental practices through the use of advanced processing capabilities deployed through a differentiated business model. We serve customers onsite directly at their operations and through a network of locations throughout North America. Our proven processes and excellent record of safety make us the first-choice provider of sustainability-enhancing services for oil and gas customers. With a highly skilled team of people, a two-decade track record of innovation and a commitment to commercializing new solutions, Newalta is positioned for sustained future growth and improvement. We are Sustainability Simplified™. Newalta trades on the TSX as NAL. For more information, visit www.newalta.com.
About Tervita
Tervita is a leading environmental solutions provider. Our integrated earth, water, waste and resource solutions deliver safe and efficient results through all phases of a project by minimizing impact, maximizing returns™. Our dedicated employees are trusted sustainability partners to oil and gas, construction, mining, government and communities. Safety is our highest priority – it influences our actions and shapes our culture. For more information visit www.tervita.com.
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