OTTAWA, Dec. 17, 2020 (GLOBE NEWSWIRE) — NAV CANADA today announced that it has successfully completed the previously announced solicitation of consents and proxies (the “Consent Solicitation”) with respect to proposed amendments to each of the master trust indenture (the “MTI”) governing all outstanding bonds (collectively, the “Bonds”) and the general obligation indenture (the “GOI”) governing all outstanding series of notes (collectively, the “Notes”).
As reported by the Tabulation Agent for the Consent Solicitation, holders of 98.17% in aggregate principal amount of all outstanding Bonds have delivered valid consents and proxies voting FOR the approval of the amendments to the MTI (the “MTI Amendments”), exceeding the required consent threshold of 66⅔% of the principal amount of all outstanding Bonds (the “MTI Requisite Majority”). The Tabulation Agent also reported that holders of 96.43% in aggregate principal amount of all outstanding Notes have delivered valid consents and proxies voting FOR the approval of the amendments to the GOI (the “GOI Amendments”), exceeding the required consent threshold of 66⅔% of the principal amount of all outstanding Notes (the “GOI Requisite Majority”).
As NAV CANADA has received valid consents and proxies from bondholders in excess of the MTI Requisite Majority and from noteholders in excess of the GOI Requisite Majority, the extraordinary resolutions approving each of the MTI Amendments and the GOI Amendments have been passed, and the previously called virtual-only joint meeting of bondholders and noteholders, which was to be held at 11:00 a.m. (Toronto time) on December 23, 2020, has been cancelled.
The MTI Amendments and the GOI Amendments, which are more fully described in the Joint Consent and Proxy Solicitation Statement dated November 27, 2020 (the “Circular”), will 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, as the case may be, in respect of its 2021, 2022 and 2023 fiscal years.
NAV CANADA plans to execute supplemental indentures, pursuant to which the amendments to each of the MTI and GOI will become effective, and will pay a voting fee of $1.00 for each $1,000 principal amount of Bonds or Notes, as applicable, to each person shown on the records of the registrar for the Bonds or the Notes, as applicable, as of the record date (being 5:00 p.m. Toronto time on November 23, 2020) who among other things, properly delivered and did not revoke a consent and proxy form by the election deadline for the Consent Solicitation (being 5:00 p.m. Toronto time on December 16, 2020), regardless of whether such holder consented to and voted for, or withheld consent and voted against, the MTI Amendments or the GOI Amendments, as the case may be. All holders of Bonds will be bound by the MTI Amendments, including holders that did not give their consent, and all holders of Notes will be bound by the GOI Amendments, including holders that did not give their consent.
Bondholders and noteholders should be aware that NAV CANADA will maintain available liquidity of at least $250 million throughout the waiver period. During the waiver period, if available liquidity at the end of a quarter is below $250 million, NAV CANADA will insert a statement to that effect in the Liquidity and Capital Resources section of its Management’s Discussion and Analysis for any applicable quarter or fiscal year-end, if necessary.
RBC Dominion Securities Inc. acted as Solicitation Agent, D.F. King Canada acted as Information Agent and AST Trust Company (Canada) acted as Tabulation Agent in connection with the Consent Solicitation. Questions concerning the 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.