NAV CANADA Announces Commencement of Bondholder and Noteholder Consent Solicitation

NAV Canada
·4-min read

OTTAWA, Nov. 27, 2020 (GLOBE NEWSWIRE) -- NAV CANADA today announced that it has called for a joint meeting (the “Meeting”) of holders of all outstanding bonds (collectively, the “Bonds”) and holders of all outstanding series of notes (collectively, the “Notes”), respectively, and commenced the solicitation of consents and proxies (the “Consent Solicitation”) to consider amendments to each of the master trust indenture governing the Bonds (the “MTI”) and the general obligation indenture governing the Notes (the “GOI”).

The proposed amendments would temporarily relieve NAV CANADA from complying with the rate covenants and certain provisions under the additional indebtedness covenants under each of the MTI and the GOI in respect of its 2021, 2022 and 2023 fiscal years. The relief is being sought in light of the significant decline in flight activity 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. Though NAV CANADA is forecasting a significant impact on its cash flows in its upcoming fiscal years, it expects to meet its payment obligations under each of the Bonds and Notes as they come due. NAV CANADA is seeking the proposed amendments out of an abundance of caution. The proposed amendments are described in detail in the Joint Consent and Proxy Solicitation Statement dated November 27, 2020 (the “Circular”). Bondholders and noteholders 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 December 23, 2020 at 11:00 a.m. (Toronto time) and the record date for determining bondholders and noteholders entitled to vote at the Meeting has been set as 5:00 p.m. (Toronto time) on November 23, 2020. If bondholders representing not less than 66⅔% of the principal amount of all outstanding Bonds deliver valid consents and proxies in favour of the proposed amendments to the MTI by 5:00 p.m. (Toronto time) on December 16, 2020 (the "Election Deadline"), and if noteholders representing not less than 66⅔% of the principal amount of all outstanding Notes deliver valid consents and proxies in favour of the proposed amendments to the GOI by the Election Deadline, the extraordinary resolutions approving the proposed amendments to each of the MTI and GOI will have been passed and the Meeting is expected to be cancelled.

As described in the Circular, if both of the extraordinary resolutions are passed and NAV CANADA executes supplemental indentures giving effect to the proposed amendments to each of the MTI and the GOI, NAV CANADA will pay a voting fee of $1.00 for each $1,000 principal amount of Bonds or Notes, as applicable, to each bondholder or noteholder 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 amendments to the MTI or the GOI, as the case may be. However, if the requisite approvals are obtained by the Election Deadline and the Meeting is cancelled, no voting fee will be payable to bondholders or noteholders who did not deliver valid consents and proxies prior to the Election Deadline.

NAV CANADA has retained RBC Dominion Securities Inc. as Solicitation Agent, 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 to RBC Dominion Securities Inc. by telephone at 416-842-6311, or to D.F. King Canada by telephone at 1-800-239-6513 (toll-free in North America) or 416-682-3825 (collect outside North America) or by email at inquiries@dfking.com.

About NAV CANADA

NAV CANADA is a private, not-for-profit company, established in 1996, providing air traffic control, airport advisory services, weather briefings and aeronautical information services for more than 18 million square kilometres of Canadian domestic and international airspace.

The Company is internationally recognized for its safety record, and technology innovation. Air traffic management systems developed by NAV CANADA are used by air navigation service providers in countries worldwide.

For further information, please contact:
Brian Boudreau
Manager, Media Relations

media@navcanada.ca
Media Information Line: 1-888-562-8226