PANAMA
CITY, July 14, 2023 /PRNewswire/ -- Copa
Holdings, S.A. (NYSE: CPA) announced today that it will redeem all
of its outstanding 4.50% Convertible Senior Notes due 2025 (CUSIP
No. 21720A AB8) (the "Notes") on September
18, 2023 (the "Redemption Date") at a redemption price (the
"Redemption Price") equal to 100% of the principal amount of the
Notes redeemed plus accrued and unpaid interest up to, but
excluding, the Redemption Date. As of July
13, 2023, there was $350
million aggregate principal amount of the Notes
outstanding.
The Notes may be converted at any time before 5:00 p.m., New York
City time, on September 15,
2023, which is the business day immediately before the
Redemption Date (or, if Copa fails to pay the Redemption Price on
the Redemption Date in full, at any time until such time as Copa
pays such Redemption Price in full), in accordance with and subject
to the terms of the Indenture governing the Notes, dated as of
April 30, 2020 (the "Indenture") and
the Notes. Copa has determined that Notes surrendered for
conversion will be settled in cash up to the principal amount of
the Notes surrendered for conversion and shares of Copa common
stock for the remainder of the conversion obligation, if any, in
excess of the principal amount (provided that Copa will pay cash in
lieu of issuing fractional shares) in accordance with the terms of
the Indenture.
The sending of the notice of redemption is a make-whole
fundamental change under the Indenture, and therefore the current
conversion rate has been increased for all conversions of Notes
after today and before the Redemption Date by 0.4751 shares. As of
today, the conversion rate (including
the additional shares) for all
conversions of Notes on or after today and before the Redemption
Date is 20.1603 shares of Copa common stock per $1,000
principal amount of
Notes. This conversion rate will remain subject to
adjustment in accordance
with the Indenture from time to time for certain
events.
Unless Copa defaults in making payment of the Redemption Price,
interest on the Notes will cease to accrue from and after the
Redemption Date, and thereafter the only remaining right of a
holder of Notes will be the right to receive payment of the
Redemption Price upon surrender of Notes to the Paying Agent. Notes
called for redemption must be surrendered to the Paying Agent
through the facilities of The Depository Trust Company to collect
the Redemption Price.
Additional Information
Wilmington Trust, National Association, as Trustee for the
Notes, is sending a Notice of Full Redemption to all registered
holders.
The Paying Agent and the Conversion Agent for the Notes is:
Wilmington Trust, National Association
1100 North Market Street, 5th Floor
Wilmington, DE 19890
Attention: Copa Holdings, S.A. Administrator
This press release is for informational purposes only and does
not constitute a notice of redemption of the Notes or an offer to
sell or the solicitation of an offer to buy securities in any
jurisdiction.
About Copa
Copa Holdings is a leading Latin American provider of passenger
and cargo services. The Company, through its operating
subsidiaries, provides service to countries in North, Central, and
South America and the Caribbean. For more information visit
www.copaair.com.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to redemption of the Notes and
conversion of the Notes. These forward-looking statements are based
on current expectations and assumptions, are subject to change, and
actual results may differ materially. Factors that could cause
actual results to differ materially include those relating to
difficulties, delays or unexpected costs related to, or Copa's
inability to consummate, the redemption of the Notes and other
risks described in Copa's annual report on Form 20-F for the year
ended December 31, 2022 and from time
to time in Copa's other periodic filings with the SEC. All
forward-looking statements are made as of the date of this press
release and Copa does not undertake to update any forward-looking
statements based on new developments or changes in its
expectations.
CPA-G
CONTACT: Daniel
Tapia – Panamá
Director – Investor Relations
011 (507) 304-2774
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SOURCE Copa Holdings, S.A.