June 28, 2021
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 amendments to the trust indenture governing the Bonds.
The first amendment would temporarily relieve the GTAA from complying with the rate covenant under the trust indenture for its 2022 fiscal year. The relief, which would extend for an additional year the relief previously given in respect of the GTAA’s 2020 and 2021 fiscal years, is being sought in light of the significant and persistent 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 second amendment would modify the limitation on permitted guarantees and investments under the trust indenture, and allow the GTAA to create any guarantee or to make or maintain any investment, provided that the aggregate cost basis of such guarantees and investments amounts to no more than the greater of 3% of the GTAA’s total assets and $200 million. The proposed amendment would permit the GTAA to prudently deploy a limited, non-material amount of capital in support of growth and revenue diversification.
The proposed amendments are described in the Joint Consent and Proxy Solicitation Statement dated June 28, 2021 (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 27, 2021 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 June 23, 2021. 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 amendments by 5:00 p.m. (Toronto time) on July 16, 2021 (the "Election Deadline"), the extraordinary resolution approving the proposed amendments 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 amendments, the GTAA will pay a voting fee of $0.50 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 Nesbitt Burns Inc., CIBC World Markets Inc. 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 by telephone to BMO Nesbitt Burns Inc. at 647-205-1459 or 647-760-2473, CIBC World Markets Inc. at 416-594-8515, or RBC Dominion Securities Inc. at 416-842-6311, or to D.F. King Canada by telephone at 1-800-884-4590 (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 is the operator of Toronto – Lester B. Pearson International Airport, Canada’s largest airport and a vital connector of people, businesses and goods. Toronto Pearson has been named “Best Large Airport in North America serving more than 40 million passengers” for four years in a row by Airports Council International (ACI), the global trade representative of the world’s airports. In recognition of its Healthy Airport program, ACI also awarded Toronto Pearson the “Best hygiene measures in North America” award, and Toronto Pearson was the first Canadian airport to receive ACI’s global health accreditation for its response to COVID-19.
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