July 19, 2021
TORONTO, ONTARIO – The Greater Toronto Airports Authority (the “GTAA”) today announced that it has successfully completed the previously announced solicitation of consents and proxies (the “Consent Solicitation”) with respect to proposed amendments (the “Amendments”) to the Master Trust Indenture dated December 2, 1997 (the “Indenture”) governing all outstanding series of obligation bonds (the “Obligation Bonds”) and the Series 1997-C Pledged Bond (the “Pledged Bond” and, collectively with the Obligation Bonds, the “Bonds”). As reported by the Tabulation Agent, AST Trust Company (Canada), holders of 95.47% in aggregate principal amount of all outstanding Bonds (including holders of the outstanding indebtedness secured by the Series 1997-C Pledged Bond) have delivered valid consents and proxies voting FOR the approval of the Amendments, exceeding the required consent threshold of 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), voting together (the “Requisite Majority”).
As the GTAA has received valid consents and proxies from bondholders in excess of the Requisite Majority, the extraordinary resolution approving the Amendments has been passed, and the previously called virtual-only meeting of bondholders, which was to be held at 11:00 a.m.(Toronto time) on July 27, 2021, has been cancelled.
The Amendments, which are more fully described in the Joint Consent and Proxy Solicitation Statement dated June 28, 2021, will:
- temporarily relieve the GTAA from complying with the rate covenant under the Indenture for its 2022 fiscal year; and
- permit 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 and no default or event of default exists or would exist as a result thereof.
Also, bondholders should note that the GTAA has an internal financial risk tolerance policy that includes a statement that the GTAA will always maintain available liquidity of at least $200 million. During the period that the GTAA is relieved from complying with the rate covenant, the GTAA will, within five business days of the end of each quarter, publish on the GTAA’s website if available liquidity at the end of a quarter is below $200 million.
The GTAA plans to execute a supplemental indenture, pursuant to which the Amendments will become effective, and will pay a voting fee of $0.50 for each $1,000 principal amount of Obligation Bonds and $0.50 for each $1,000 principal amount of each lender’s share of outstanding indebtedness secured by the Pledged Bond promptly thereafter, to each person shown on the records of the registrar for the Bonds as of the record date (being 5:00 p.m. Toronto time on June 23, 2021) who among other things, properly delivered and did not revoke a consent and proxy form by the election deadline for the Consent Solicitation (being 5:00 p.m. Toronto time on July 16, 2021), regardless of whether such holder consented to and voted for, or withheld consent and voted against, the Amendments. All holders of Bonds will be bound by the Amendments, including holders that did not give their consent.
BMO Nesbitt Burns Inc., CIBC World Markets Inc., and RBC Dominion Securities Inc. acted as Joint Solicitation Agents for the Consent Solicitation. D.F. King Canada acted as Information Agent and AST Trust Company (Canada) acted as Tabulation Agent in connection with the Consent Solicitation. Questions concerning the Consent Solicitation should be directed to BMO Nesbitt Burns Inc., CIBC World Markets Inc. or RBC Dominion Securities Inc. by telephone at 647-205-1459/647-760-2473, 416-594-8515 or 416-842-6311, respectively, 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 firstname.lastname@example.org.
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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