/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 "ExpiryTime") 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aggregate principal amount of Series C Debentures were properly tendered to the Change of Control Offers and not withdrawn.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.
