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Air Canada (TSX: AC) today announced that it has launched a cash tender offer (the “Offer“), which also constitutes an issuer bid under Canadian securities laws, pursuant to which Air Canada will offer to purchase for cancellation up to US$300 million aggregate principal amount of its outstanding 4.000% Convertible Senior Notes due July 1, 2025 (CUSIP No. 008911 BF5) (the “Notes“) at a purchase price of US$1,220 in cash per US$1,000 principal amount of Notes, plus a cash payment in respect of all accrued and unpaid interest on such Notes up to, but excluding, the date on which such Notes are taken up by Air Canada pursuant to the Offer. The Offer will expire at 11:59 pm (Montreal time) on December 19, 2022, unless extended, varied or withdrawn by Air Canada.
If the principal amount of all Notes properly deposited or tendered and not withdrawn in accordance with the Offer exceeds in the aggregate US$300 million (or such larger principal amount as Air Canada, in its sole discretion, may determine it is willing to take up and pay for, subject to applicable law), then the Notes to be purchased by Air Canada will be purchased on a pro rata basis according to the principal amount of Notes deposited or tendered by the holders of Notes (“Noteholders“).
The Notes trade on an over the counter market. As of November 11, 2022, there was US$540.2 million principal amount of Notes issued and outstanding.
Air Canada will fund any purchases of Notes pursuant to the Offer from available cash on hand. Air Canada believes that the purchase of Notes pursuant to the Offer is in the best interests of the company and represents an efficient use of Air Canada’s financial resources, allowing it to further deleverage its balance sheet.
The Offer is not conditional upon any minimum principal amount of Notes being deposited or tendered, but is subject to various other conditions as detailed in the offer to purchase, its accompanying issuer bid circular, and the related letter of transmittal, containing the terms and conditions of the Offer and instructions for Noteholders wishing to tender their Notes pursuant to the Offer (collectively, “Offer Documents“). The Offer Documents will be mailed to registered Noteholders on November 14, 2022 and will be filed with the applicable securities regulators and available on SEDAR at www.sedar.com. Free copies of the Offer Documents may also be obtained by contacting the Tender Agent (as defined below) at the numbers below.
Ernst & Young LLP (the “Valuator“) was engaged by Air Canada as the independent valuator to prepare a formal valuation of the Notes in accordance with applicable Canadian securities laws. The valuation report contains the Valuator’s opinion that, based on the scope of their review and subject to the assumptions, restrictions and limitations provided therein, the fair market value of the Notes, exclusive of accrued interest, per US$1,000 principal amount of Notes, at November 11, 2022, ranges from approximately US$1,165 to US$1,235, or a mid-point of US$1,200. A copy of the valuation report will be attached to the issuer bid circular. The valuation report is not, and should not be construed to be, as a recommendation to a Noteholder or to others, to take any course of action.
All of the Notes are held in book-entry form. If you hold Notes through a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to tender Notes pursuant to the Offer. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for tendering Notes on your behalf. You should also confirm with the broker, dealer, bank, trust company or other nominee any deadlines by which you must provide your tender or deposit instructions, because the relevant deadline set by such nominee may be earlier than the deadlines set forth herein.
D.F. King & Co., Inc. has been engaged by Air Canada to act as depositary and information and tender agent for the Offer (the “Tender Agent”). Noteholders who have questions with respect to the Offer, or require any assistance with respect to the Offer, including how to tender Notes pursuant to the Offer, may contact the Tender Agent by telephone at (888) 541-9895 (toll-free in North America) or at (212) 269-5550 (collect call outside North America) or by email at: ac@dfking.com.
Morgan Stanley (the “Dealer Manager“) is acting as dealer manager to Air Canada in connection with the Offer. Any questions or requests for information may be directed to the Dealer Manager at 855-483-0952 (toll-free).
