Winnipeg Airports Authority Commences Bondholder Consent Solicitation Process
WINNIPEG, MB, Dec. 8, 2020 /CNW/ - Winnipeg Airports Authority Inc. ("WAA") announced today that it has commenced a process to amend and temporarily waive certain provisions under its master trust indenture dated September 28, 2005 (the "MTI") governing all outstanding series of its bonds (the "Bonds"). The outstanding Bonds are obligation bonds (Series A, D, E and F) and a pledged bond (Series B-2). WAA has called for a meeting (the "Meeting") of holders of all outstanding Bonds ("Bondholders") and has commenced the solicitation of consents and proxies in respect of the proposed amendments to the MTI (the "Proposed Amendments").
The Proposed Amendments, which are described in detail in an information circular and consent solicitation statement (the "Circular"), will temporarily relieve WAA of its obligations to: (a) meet or satisfy the rate covenant requirement in the MTI when tested based on each of the 2020, 2021 and 2022 fiscal years of the WAA; and (b) meet or satisfy the rate covenant requirement in the MTI generally or on a pro forma basis when taking certain restricted actions under the additional indebtedness covenant and/or the restrictions on sale, lease, etc. covenant in the MTI in each of the 2021 and 2022 fiscal years of the WAA. More specifically, the Proposed Amendments seek waivers until December 31, 2022 of the rate covenant, the additional indebtedness covenant and the restriction on sale, lease, etc. covenant. The Circular will be delivered to Bondholders.
WAA, along with the rest of the global aviation industry, has faced a sharp and unanticipated decline in passenger volumes caused by measures to contain the spread of COVID-19, economic recession and border closings. Although WAA is forecasting a significant cash flow reduction in its upcoming fiscal years, it expects to continue to meet its payment obligations under the Bonds as they come due. The waiver avoids triggering an event of default under the MTI where that default would occur as a result of events outside of WAA's control and would merely add cost and complexity to Bondholders. WAA has already taken responsible and prudent measures in response to the downturn including, consolidating operations within the terminal, reducing the number of gates, baggage carousels and non-passenger screening points in use, reducing the use of contracted service providers, reducing materials, supplies and services expenses, workforce reductions, pay reductions for non-unionized staff, reducing capital expenditures and increasing the Airport Improvement Fee to offset the shortfall from reduced passenger volumes.
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 virtual-only format at 10:00 a.m. (Winnipeg time) on December 28, 2020. The record date for determining Bondholders entitled to vote and consent is November 24, 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 Bondholders present or represented by proxy at the Meeting. The MTI also provides that the Resolution may be passed by the written consent of Bondholders holding at least 66⅔% of the principal amount of all outstanding Bonds. If Bondholders representing at least 66⅔% of the principal amount of all outstanding Bonds have delivered valid proxy and consent forms in favour of the Resolution by 5:00 p.m. (Eastern time) on December 21, 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 Bondholders and the Meeting will be cancelled. As more fully set out in the Circular, Bondholders 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 of $1.00 for each $1,000 principal amount of Bonds subject to certain conditions being satisfied.
CIBC World Markets Inc. is acting as solicitation agent. D.F. King Canada is acting as information agent in connection with the Meeting and consent solicitation. AST Trust Company (Canada) is acting as tabulation agent. MLT Aikins LLP is acting as legal advisor to WAA. Bondholders who have questions or need assistance should contact D.F. King Canada by phone at 1-800-926-7043 (toll free North America) or 1-416-682-3825 (collect outside North America) or by email at [email protected]. Bondholders 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.
About Winnipeg Airports Authority Inc.
Winnipeg Airports Authority serves the community by leading transportation innovation and growth. As a non-share capital corporation, all net revenue is reinvested back into delivering on our mission of providing excellent airport services and facilities in a fiscally prudent manner. WAA does this through a group of companies working together toward a common vision.
WAA is proud to be recognized as one of Manitoba's Top Employers for 2021, the tenth year in a row.
SOURCE Winnipeg Airports Authority Inc.
Tyler MacAfee, Vice President, Communications and Government Relations, Winnipeg Airports Authority Inc., Media Line: 204.992.2791
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