Halifax International Airport Authority (“HIAA“) announced today that it has successfully obtained the requisite approval of holders (“Bondholders”) of all outstanding series of obligation bonds and pledged bonds (‘the “Bonds”) under the previously announced solicitation of consents (the “Consent Solicitation”) with respect to amendments (the “Amendments”) to the trust indenture governing the Bonds (the “Indenture”) and has entered into a fourth supplemental indenture dated December 31, 2020 (the “Fourth Supplemental Indenture”) to give effect to the Amendments.
The Amendments, which were described in the consent solicitation statement (the “Solicitation Statement”) dated December 11, 2020 distributed to the Bondholders, will temporarily relieve HIAA from its obligations to meet certain debt service coverage ratios and to satisfy such ratios and certain other requirements in incurring additional indebtedness or in proceeding to sell, lease or dispose of any material portion of its property and assets in respect of its 2020, 2021 and 2022 fiscal years (the “Amendment Period”).
As reported by Computershare Trust Company of Canada (the “Tabulation Agent”), Bondholders representing 99.52% of the aggregate principal amount of all outstanding Bonds, determined in accordance with the terms of the Indenture, validly delivered a consent form (the “Consent Form”) to the Tabulation Agent prior to 5 p.m. (Toronto time) on December 29, 2020 (the “Expiration Time”), confirming their consent to the extraordinary resolution to approve the Amendments (the “Extraordinary Resolution”).
During the Amendment Period, HIAA will disclose in its regular quarterly financial reporting to the trustee under the Indenture (on behalf of Bondholders) if available liquidity at the end of a quarter is below CDN $20 million.
In accordance with the Solicitation Statement, HIAA will pay a consent fee (“Consent Fee”) equal to $1.00 for each $1,000 outstanding principal amount of the Bonds in respect of which a valid Consent Form was received prior to the Expiration Time, through the Tabulation Agent, regardless of whether or not the Bondholder elected to consent to the Extraordinary Resolution. Bondholders entitled to the Consent Fee should contact their broker or intermediary for further information.
RBC Dominion Securities Inc. acted as solicitation agent, Stewart McKelvey acted as legal advisor to HIAA, and Gowling WLG acted as legal advisor to the solicitation agent in connection with the Consent Solicitation.