Primary Energy Recycling Corporation Announces Amendment to Plan of Arrangement



    OAK BROOK, IL, Aug. 4 /CNW/ - Primary Energy Recycling Corporation (TSX:
PRI.UN) (the "Company") has been actively working to refinance the Company's
US$135 million term loan facility which matures on August 24, 2009 (the
"Credit Facility"). In addition to the considerable efforts being made to
refinance the Credit Facility in advance of its scheduled maturity date the
Company is also seeking lender consent to extend the term of the Credit
Facility to provide additional time to attempt to restructure the Company's
debt capital needs.
    The Company believes that in order to secure the lenders' consent to the
extension of the Credit Facility, the Company needs to complete the previously
announced recapitalization transaction (the "Recapitalization"), which
provides for conversion of all of the Company's outstanding 11.75%
subordinated notes (the "Subordinated Notes") into common shares of the
Company (the "Common Shares") on the basis of sixteen (16) Common Shares for
every Cdn$2.50 principal amount of Subordinated Notes and the consolidation of
all of the outstanding Common Shares (including those issued on the
conversion) on the basis of one (1) new Common Share for every seventeen (17)
existing Common Shares.
    The Recapitalization is being done by way of a plan of arrangement under
the Business Corporations Act (British Columbia) (the "Plan of Arrangement").
Pursuant to the Plan of Arrangement, the Recapitalization, which is subject to
approval by the Company's securityholders and the Supreme Court of British
Columbia, is conditional on the refinancing of the Credit Facility. The Plan
of Arrangement has been amended to define the term "refinancing" such that the
refinancing condition will be satisfied if the Company secures funding to
repay amounts outstanding under the Credit Facility or if the Company amends
or extends the Credit Facility for an additional period of time, in either
case on terms acceptable to the Board of Directors of the Company. If an
extension of the Credit Facility is obtained and the recapitalization is
completed, the Company will be evaluating a rights offering in combination
with a refinancing of the Credit Facility.
    Voting instructions and information about the mechanics for depositing
and revoking proxies are provided in the information circular which has been
mailed to the Company's securityholders and which is available on the SEDAR
web site at www.sedar.com. In order to facilitate voting, the Board has waived
the proxy cut off time from 10:00 am (Toronto time) on Tuesday, August 4 to
5:00 pm (Toronto time) on Wednesday, August 5. Previously submitted proxies
may be amended or revoked by (i) depositing a proxy with the transfer agent or
an instrument in writing at the registered office of the Company prior to 5:00
pm (Toronto time) on Wednesday, August 5 or (ii) depositing an instrument in
writing with the chair of the meeting prior to the commencement of the
meeting. As of July 31, 2009 proxies representing 53.5% of the Company's
issued and outstanding enhanced income securities ("EISs") have been received
by the transfer agent and over 99% of such EISs have been voted in favour of
the Recapitalization. Even if an extension of the Credit Facility is obtained
and the Recapitalization is completed, there is no assurance that the Company
will be able to refinance the Credit Facility.
    Securityholders should contact Georgeson Shareholder Communications
Canada, Inc. at 1.866.725.6498 if they have questions or require more
information with regard to voting.

    This press release is not an offer to sell or the solicitation of an
offer to buy the new common shares issued in connection with the
Recapitalization. Such securities have not been and will not be registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.

    Forward-Looking Statements

    When used in this news release, the words "anticipate", "expect",
"project", "believe", "estimate", "forecast" and similar expressions are
intended to identify forward-looking statements. Such statements are subject
to certain risks, uncertainties and assumptions pertaining, but not limited,
to the successful completion of the Recapitalization and refinancing of the
Credit Facility, operating performance, regulatory parameters, weather and
economic conditions and the factors discussed in the Company's public filings
available on SEDAR at www.sedar.com. These forward-looking statements are made
as of the date of this press release and, except as required by applicable
securities laws, the Company assumes no obligation to update or revise them to
reflect new events or circumstances.

    About Primary Energy Recycling Corporation

    The Company owns a majority interest in Primary Energy. Primary Energy,
headquartered in Oak Brook, Illinois, indirectly owns and operates four
recycled energy projects and a 50 per cent interest in a pulverized coal
facility (collectively, the "Projects"). The Projects have a combined
electrical generating capacity of 283 megawatts and a combined steam
generating capacity of 1.8 MMlbs/hour. Primary Energy creates value for its
customers by capturing and recycling waste energy from industrial and electric
generation processes and converting it into reliable and economical
electricity and thermal energy for its customers' use. For more information,
please see www.primaryenergyrecycling.com.





For further information:

For further information: V. Michael Alverson, Chief Financial Officer,
Primary Energy Recycling Corporation, (630) 371-0639,
investorinfo@primaryenergy.com

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Primary Energy Recycling Corporation

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