19
August
2020
|
10:16
Europe/Amsterdam

Vancouver Airport Authority Commences Debenture Consent Solicitation Process

Vancouver Airport Authority (“VAA”) announced today that it has commenced a process to amend and temporarily waive certain provisions under its trust indenture (the “Indenture”) governing all outstanding series of its debentures (the “Debentures”). VAA has called for a meeting (the “Meeting”) of holders of all outstanding Debentures (“Debentureholders”) and has commenced the solicitation of consents and proxies in respect of the proposed amendments to the Indenture (the “Proposed Amendments”).

The Proposed Amendments, which are described in detail in an information circular and consent solicitation statement (the “Circular”) that will be delivered to Debentureholders, will relieve VAA of its obligations to meet or satisfy various interest coverage ratio requirements in the Indenture. VAA, along with the rest of the global aviation industry, is facing a severe and abrupt drop in air traffic as a result of the COVID-19 pandemic and the travel restrictions imposed in many countries around the world. Though VAA is forecasting a significant cash flow reduction in its upcoming fiscal years, VAA expects to meet its payment obligations under the Debentures as they come due. VAA is seeking the Proposed Amendments out of an abundance of caution. This approach reflects the responsible and prudent management that enabled VAA to enter the COVID-19 pandemic in a strong financial position with high credit quality, and has allowed VAA to act quickly to implement a broad range of cost-savings measures. These measures include consolidating terminal operations to save on resources, reducing operating expenses, adjusting construction projects, implementing necessary workplace reductions and expanding credit facilities.

To address public health measures arising from the impact of COVID-19 and to limit and mitigate risks to the health and safety of communities, the Meeting will be held in a teleconference-only format at 10:00 a.m. (Vancouver time) on September 16, 2020. The record date for determining Debentureholders entitled to vote and consent is August 19, 2020. To be passed at the Meeting, the extraordinary resolution in respect of the Proposed Amendments (the “Resolution”) must be approved by at least 66⅔% of the votes of those Debentureholders present or represented by proxy at the Meeting. The Indenture also provides that the Resolution may be passed by the written consent of Debentureholders holding at least 66⅔% of the principal amount of all outstanding Debentures. If Debentureholders representing at least 66⅔% of the principal amount of all outstanding Debentures have delivered valid proxy and consent forms in favour of the Resolution by 10:00 a.m. (Vancouver time) on September 9, 2020 (the “Cut-Off Time”) (and have not validly revoked such proxy and consent forms), the Resolution will be passed by the written consent of the Debentureholders and the Meeting will be cancelled. As more fully set out in the Circular, Debentureholders who submit a valid proxy and consent form prior to the Cut-Off Time or vote by proxy at the Meeting (if a Meeting is held at all) will receive a voting fee subject to certain conditions being satisfied.

CIBC World Markets Inc. is acting as solicitation agent, Computershare Trust Company of Canada is acting as tabulation agent and D.F. King Canada is acting as information agent in connection with the Meeting and consent solicitation. McCarthy Tétrault LLP is acting as legal advisor to VAA. Debentureholders who have questions or need assistance should contact D.F. King Canada by phone at 1-800-398-2816 (toll free North America) or 1-416-682-3825 (collect outside North America) or by email at inquiries@dfking.com. Debentureholders are urged to carefully read the Circular and related materials for additional information with respect to the Proposed Amendments, as well as further instructions and deadlines.