|Date Closed:||December 14, 2016|
|Deal Value:||$3.6 billion|
|Client Name:||Plan Sponsors|
The recapitalization transaction was implemented pursuant to a Support Agreement between Tervita and an ad hoc group of unsecured noteholders (the “Plan Sponsors”). The Plan involved, among other things, (i) the payment in full in cash of approximately $850 million in secured claims, (ii) the exchange of approximately $200 million in secured claims held by the Plan Sponsors for 48 per cent of the total equity value of recapitalized Tervita, (iii) the exchange of approximately $650 million in unsecured note claims for 2.5 per cent of the total equity value of recapitalized Tervita, (iv) the exchange of approximately $325 million in subordinated note claims for $25 million in cash, (v) a rights offering of up to $410 million in consideration for 48 per cent of the total equity value of recapitalized Tervita, which was fully backstopped by the Plan Sponsors, (vi) the cancellation of all existing equity in exchange for 20 per cent of the net proceeds of a certain litigation, (vii) an offering of 7.625 per cent senior secured notes due 2021 in the aggregate principal amount of US$360 million and (viii) the negotiation of a $200-million credit facility with a syndicate of lenders led by The Toronto-Dominion Bank as administrative agent. The senior secured notes were offered and sold in the United States to qualified institutional buyers and in the United States and Canada through a syndicate of broker dealers led by J.P. Morgan Securities LLC, and including Barclays Capital Inc., Deutsche Bank Securities Inc., CIBC World Markets Corp. and TD Securities (USA) LLC (the “Dealers”).