News Releases

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 Canada serving 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

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) 66⅔ 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) 66⅔ 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.

Advisories

Forward-Looking Information

Certain statements contained in this news release constitute FOFI (as defined herein) and "forward-looking information" as defined under applicable securities laws. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "potential", "strategy", "target" and similar expressions, as they relate to Newalta, Tervita, New Tervita or their respective management, are intended to identify forward-looking information and FOFI. In particular, forward-looking information included in this news release includes information with respect to: the effect of the Arrangement on Newalta and Tervita, as applicable; the expected consideration under the Arrangement; the expected pro forma holdings in New Tervita of current Newalta and Tervita shareholders; the expected tax treatment of the Arrangement for shareholders of Newalta and Tervita; timing of matters related to the approval of the Arrangement and implementation thereof, including timing in relation to mailing of the Information Circular, the dates of the Newalta Meeting and Tervita Meeting and the anticipated timing of closing of the Arrangement; estimated December 31, 2017 financial information for each of Newalta and Tervita and pro forma attributes of New Tervita as outlined under the section "Select Pro Forma Financial Information"; the expected ability of New Tervita to fund new projects; the timing for the release of Tervita and Newalta's respective fourth quarter 2017 financial and operating results; the expected board and management team of New Tervita; the anticipated terms of funding sources for Tervita entered into in connection with the Arrangement; anticipated investment highlights and operational and financial outlook of New Tervita including anticipated synergies, growth opportunities, operating results, financing flexibility, leadership team and number of customers; anticipated regulatory approvals required under the Arrangement, including approval under the Competition Act (Canada); and the anticipated benefits of the Arrangement for holders of Newalta Shares, including potential value creation, an improved balance sheet of New Tervita and the reduction of financing concerns.

Such forward-looking information reflects the current views of Newalta and Tervita with respect to future events and are based on certain key expectations and assumptions made by Newalta and Tervita. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Assumptions have been made with respect to the satisfaction of all conditions precedent under the Arrangement Agreement. Although Newalta and Tervita believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information as neither Newalta nor Tervita can give any assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks in respect of the Arrangement. These include, but are not limited to: the failure to satisfy any of the conditions to completion of the Arrangement; the failure to obtain all required court, regulatory and third-party approvals, including, without limitation, the required approval under the Competition Act (Canada); the failure of Tervita to obtain the required financing required pursuant to the Arrangement Agreement; the emergence of a superior proposal in respect of either party or the failure to obtain approval of the Newalta securityholders or Tervita shareholders may result in the termination of the Arrangement Agreement; the failure to realize anticipated benefits and other synergies; risks regarding the integration of Newalta and Tervita; and the incorrect assessment of the value of Tervita and/or Newalta. In addition, general factors and risks include, but are not limited to: the strength of the oil and gas industry, including drilling activity; general market conditions; fluctuations in commodity prices for oil and the prices Newalta and Tervita receive, and New Tervita will receive, for their recovered oil; fluctuations in interest rates and exchange rates; financial covenants in debt agreements that may be restrictive; the effectiveness of Newalta's, Tervita's and New Tervita's cash flow management activities and cost rationalization initiatives; Newalta's, Tervita's and New Tervita's ability to secure future capital to support and develop their respective businesses or combined business following completion of the Arrangement; Newalta's, Tervita's and New Tervita's ability to secure alternative financing, if needed, at all or on terms acceptable to Newalta, Tervita or New Tervita, as applicable, and consistent with their respective capital structure objectives; the highly regulated nature of the environmental services and waste management business in which Newalta and Tervita operate and New Tervita expects to operate; the competitive environment of Newalta's, Tervita's and New Tervita's industry in Canada and the United States; dependence on Newalta's, Tervita's and New Tervita's applicable senior management teams and other operations management personnel with waste industry experience; potential operational and safety risks and hazards, obtaining insurance for such risks and hazards on reasonable financial terms and potential failure of meeting customer safety standards; the seasonal nature of Newalta's, Tervita's and New Tervita's operations; timing and term of contracts for Newalta's, Tervita's and New Tervita's services; risk of pending and future legal proceedings; risk to Newalta's, Tervita's and New Tervita's reputation as a result of the Arrangement or otherwise; Newalta's, Tervita's and New Tervita's ability to attract, retain and integrate skilled employees; open access for new industry entrants and the general unprotected nature of technology used in the waste industry; costs associated with operating Newalta's, Tervita's and New Tervita's landfills; and such other risks or factors described from time to time in reports Newalta files and New Tervita will file with securities regulatory authorities.

Additional information on these and other factors that could affect Newalta's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not occur. Many other factors could also cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking information and readers are cautioned that the foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Furthermore, the forward-looking information contained in this news release is made as of the date of this document and, in each case, is expressly qualified by this cautionary statement. Unless otherwise required by law, neither Newalta nor Tervita intend, or assume any obligation, to update any such forward-looking information.

Non-GAAP Financial Measures

This news release provides certain financial measures that do not have a standardized meaning prescribed by International Financial Reporting Standards ("IFRS") and therefore are considered non-GAAP measures. These non-GAAP financial measures may not be comparable to similar measures presented by other issuers. "Adjusted EBITDA", "net debt", "net revenue", and "leverage" are not recognized measures under IFRS. Management of Newalta and Tervita believe "net debt" is a useful supplemental measure of the total amount of current and long-term debt of each of Newalta, Tervita and, pro forma, New Tervita. Management of Newalta and Tervita believe that adjusted EBITDA provides improved continuity with respect to the comparison of Newalta's and Tervita's operating results over a period of time, and New Tervita's expected operating results over a period of time, and, as such, is an important indicator of their respective ability to generate future operating profitability. Investors are cautioned, however, that these measures should not be construed as an alternative to net income (loss) determined in accordance with IFRS as an indication of the performance of either of Newalta or Tervita, nor the expected pro forma performance of New Tervita. Newalta's and Tervita's method of calculating these measures may differ from other companies and accordingly, they may not be comparable to measures used by other companies. Net debt is calculated as the sum of the amount drawn on credit facilities, senior indebtedness and capital lease obligations less cash on hand. 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. Net revenue is calculated exclusive of energy marketing revenue. Leverage is calculated by dividing net debt by adjusted EBITDA.

Future Oriented Financial Information

This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about New Tervita's prospective revenue, net revenue adjusted EBITDA both before and after synergies, capital expenditures, debt, PP&E and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained herein is made as of the date of this news release and is provided for the purpose of describing the anticipated effects of the Arrangement and New Tervita's resulting revised budget on the combined business operations. Each of Newalta and Tervita disclaim any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.

SOURCE Newalta Corporation