/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
HALIFAX,
NS, Jan. 28, 2025 /CNW/ - Chorus Aviation Inc.
(TSX: CHR) ("Chorus") today announced the results of its
previously announced offers to purchase the outstanding 6.00%
Convertible Senior Unsecured Debentures due June 30, 2026 (the "Series B Debentures")
and 5.75% Senior Unsecured Debentures due June 30, 2027 (the "Series C Debentures",
and together with the Series B Debentures, the "Debentures")
(CUSIP No.17040TAE2 and No.17040TAG7, respectively), following the
closing of the sale of Chorus' Regional Aircraft Leasing segment in
the fourth quarter of 2024 (collectively, the "Change of Control
Offers").
The Change of Control Offers expired in accordance with their
terms at 5:00 p.m. Toronto time (the
"Expiry Time") on January
27, 2025 (the "Expiry Date"). Based on the final
count by Computershare Investor Services Inc., the tender agent and
depositary for the Change of Control Offers (the
"Depositary"), a total of $43,773,000 aggregate principal amount of
Series B Debentures and a total of $37,797,000 aggregate principal amount of
Series C Debentures were properly tendered to the Change of Control
Offers and not withdrawn.
In accordance with the terms and conditions of the Change of
Control Offers, Chorus will be taking up: (i) in the case of Series
B Debentures, $43,773,000 aggregate principal amount for
total consideration of $44,021,047
representing a purchase price of 100% of the principal amount
thereof repurchased plus accrued and unpaid interest on such
Debentures up to but excluding February 3,
2025, the date of purchase (the "Change of Control
Purchase Date"), and (ii) in the case of Series C Debentures,
$37,797,000 aggregate principal
amount for total consideration of $38,377,416.95 representing a purchase price of
101% of the principal amount thereof repurchased plus accrued and
unpaid interest on such Debentures up to but excluding the Change
of Control Purchase Date.
The principal amount of Series B Debentures purchased pursuant
to the Change of Control Offers represents approximately 60% of the
outstanding aggregate principal amount of Series B Debentures as of
the date hereof and, after giving effect to the purchase of such
Series B Debentures for cancellation, approximately $28,727,000 aggregate principal amount of Series
B Debentures will remain outstanding. The principal amount of
Series C Debentures purchased pursuant to the Change of Control
Offers represents approximately 44% of the outstanding aggregate
principal amount of Series C Debentures as of the date hereof and,
after giving effect to the purchase of such Series C Debentures for
cancellation, approximately $47,203,000 aggregate principal amount of Series
C Debentures will remain outstanding.
Chorus will make payment for the Debentures tendered and
accepted for purchase by depositing the aggregate purchase price
with the Depositary in accordance with the Change of Control Offers
and applicable laws. Payment to the holders of the Debentures will
be effected by the Depositary as soon as practicable. Payment for
the Debentures will be made in cash. Any Debentures invalidly
tendered will be returned to the tendering debentureholder promptly
by the Depositary.
Chorus will, in addition to other redemption rights set out in
the relevant indentures, retain the ability to redeem any remaining
Series B Debentures at any time on and after June 30, 2025 at the principal amount plus
accrued and unpaid interest thereon and the Series C Debentures at
any time on and after March 31, 2026
at the principal amount plus accrued and unpaid interest
thereon.
For additional details regarding the terms and conditions of the
Change of Control Offers and the redemption of the Debentures,
please refer to the notice of change of control and offer to
purchase, which is available under Chorus' SEDAR+ profile
at www.sedarplus.ca.
Forward-Looking Information
This news release contains forward-looking information and
statements within the meaning of applicable securities laws
(collectively, "forward-looking information"). Examples of
forward-looking information in this news release include statements
and expectations regarding the Change of Control Offers.
Forward-looking information involves significant risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including, but not limited to, the timing
of the redemption of the tendered Debentures. Actual results could
differ materially from those described in forward-looking
information due to known or unknown risks, including, but not
limited to, the risk factors described in Chorus' public disclosure
record available under Chorus' profile on SEDAR+ at
www.sedarplus.ca.
The forward-looking information contained in this news release
represents Chorus' expectations as of the date of this news release
(or as of the date they are otherwise stated to be made) and is
subject to change after such date. Chorus disclaims any intention
or obligation to update or revise any forward-looking information
as a result of new information, subsequent events or otherwise,
except as required by applicable securities laws. Readers are
cautioned that the foregoing factors and risks are not
exhaustive.
About Chorus Aviation Inc.
Chorus is a Canadian
company focused on aviation services businesses. Our operating
subsidiaries are: Jazz Aviation, the largest regional operator in
Canada and provider of regional
air services under the Air Canada Express brand; Voyageur Aviation,
a leading provider of specialty charter, aircraft modifications,
parts provisioning and in-service support services; and Cygnet
Aviation Academy, an industry leading accredited training academy
preparing pilots for direct entry into airlines. Together, Chorus'
subsidiaries provide services that encompass every stage of an
aircraft's lifecycle, including: aircraft acquisition and leasing;
aircraft refurbishment, engineering, modification, repurposing and
transition; contract flying; aircraft and component maintenance,
disassembly, and parts provisioning; and pilot training.
Chorus Class A Variable Voting Shares and Class B Voting Shares
trade on the Toronto Stock Exchange under the trading symbol 'CHR'.
Chorus' Series B Debentures and Series C Debentures trade on the
Toronto Stock Exchange under the trading symbols 'CHR.DB.B' and
'CHR.DB.C' respectively. For further information on Chorus, please
visit www.chorusaviation.com.
SOURCE Chorus Aviation Inc.
