July 6, 2020
TORONTO, ONTARIO – The Greater Toronto Airports Authority (the “GTAA”) today announced that it has called for a meeting (the “Meeting”) of holders of all outstanding series of obligation bonds and the Series 1997-C Pledged Bond (collectively, the “Bonds”), and commenced the solicitation of consents and proxies (the “Consent Solicitation”), to consider an amendment to the trust indenture governing the Bonds.
The proposed amendment would temporarily relieve the GTAA from complying with the rate covenant under the trust indenture for its 2020 and 2021 fiscal years. The relief is being sought in light of the significant decline in passenger and flight activity at Toronto Pearson International Airport since March 2020 owing to travel restrictions, border closures and other restrictions imposed by governments, and flight and route cancellations by air carriers in response to the COVID-19 pandemic, as well as the economic contraction resulting from the pandemic. The proposed amendment is described in the Joint Consent and Proxy Solicitation Statement dated July 6, 2020 (the “Circular”). Bondholders are urged to read and carefully consider the information contained in the Circular.
The Meeting is scheduled to be held as a virtual-only meeting on July 31, 2020 at 11:00 a.m. (Toronto time), and the record date for determining bondholders entitled to vote at the Meeting has been set as 5:00 p.m. (Toronto time) on July 2, 2020. If bondholders representing not less than 66⅔% of the principal amount of all outstanding Bonds (including holders of not less than 66⅔% of outstanding Indebtedness secured by the Series 1997-C Pledged Bond) deliver valid consents and proxies in favour of the proposed amendment by 5:00 p.m. (Toronto time) on July 22, 2020 (the "Election Deadline"), the extraordinary resolution approving the proposed amendment will have been passed and the Meeting is expected to be cancelled.
As described in the Circular, if the extraordinary resolution is passed and the GTAA executes a supplemental indenture giving effect to the proposed amendment, the GTAA will pay a voting fee of $1.00 for each $1,000 principal amount of Bonds to each bondholder who participated in the Consent Solicitation or voted at the Meeting (if the Meeting were held), regardless of whether such holder consented to and voted for, or withheld consent and voted against, the proposed amendment. However, if the requisite approval is obtained by the Election Deadline and the Meeting is cancelled, no voting fee will be payable to bondholders who did not deliver valid consents and proxies prior to the Election Deadline.
The GTAA has retained BMO Capital Markets and RBC Dominion Securities Inc. as Joint Solicitation Agents, D.F. King Canada as Information Agent and AST Trust Company (Canada) as Tabulation Agent in connection with the Consent Solicitation and Meeting. Questions concerning the Meeting and Consent Solicitation, or requests for assistance in participating in the Meeting or Consent Solicitation, should be directed to BMO Capital Markets or RBC Dominion Securities Inc. by telephone at 416-359-6528 or 416-842-6311, respectively, or to D.F. King Canada by telephone at 1-866-822-1240 (toll-free in North America) or 416-682-3825 (collect outside North America) or by email at email@example.com.
About the Greater Toronto Airports Authority
The Greater Toronto Airports Authority (GTAA) is the operator of Toronto Pearson International Airport. Toronto Pearson served more than 50 million passengers in 2019, making it Canada's busiest airport.
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