The Toronto Stock Exchange reports that Chorus Aviation Inc. has filed a notice of change of control and offer to purchase dated Dec. 9, 2024, to purchase for cash on Feb. 3, 2025, any and all of its outstanding 6.00 per cent convertible senior unsecured debentures due June 30, 2026 (symbol CHR.DB.B), of Chorus at a price of $1,000 per $1,000 principal amount of Series B debentures, plus accrued and unpaid interest on such Series B debentures up to, but excluding, the change of control purchase date. Chorus has calculated the amount of accrued and unpaid interest up to, but excluding, the change of control purchase date to be approximately $5.66666667 per $1,000 principal amount of the Series B debentures.

According to the TSX, the offer will expire at 5 p.m. Toronto time on Jan. 27, 2025. Chorus will take up and pay for all Series B debentures validly deposited and not withdrawn under the change of control purchase offer on the change of control purchase date.

The TSX notes that on Dec. 6, 2024, Chorus completed the sale of Chorus's regional aircraft leasing (RAL) segment that resulted in the disposition of Falko Regional Aircraft Ltd., Falko (Ireland) Ltd. and their respective affiliates in the RAL segment (collectively, the Falko group), together with Chorus's ownership of the aircraft in the RAL segment and its interests in the aircraft investment funds in the RAL segment, which are managed by the Falko group. In accordance with the applicable provisions of the indenture dated April 6, 2021, between Chorus and Computershare Trust Company of Canada, pursuant to which the Series B debentures were issued, the transaction constitutes a change of control and accordingly Chorus has made the change of control purchase offer, as required pursuant to the Series B indenture. The change of control purchase offer is not conditional on any minimum number of Series B debentures being deposited.

If 90 per cent or more of the total principal amount of the Series B debentures outstanding on the date of the notice of change of control and offer to purchase have been tendered for purchase on or prior the expiry date and expiry time, Chorus has the right upon written notice provided to the trustee within 10 days following the expiry date, to redeem all the Series B debentures remaining outstanding as at the expiry date at the Series B total offer price as at the change of control purchase date. If Chorus elects to exercise such right, then subject to Chorus complying with the terms of the Series B indenture, interest shall cease to accrue on the Series B debentures from and after the change of control purchase date.

According to the TSX, there are no procedures for guaranteed delivery. Any Series B debentures not tendered to Chorus pursuant to the change of control purchase offer or, if applicable, acquired by Chorus pursuant to the above-described 90-per-cent redemption right will remain listed and posted for trading on the TSX under the symbol CHR.DB.B. The TSX has issued a separate bulletin with details regarding Chorus's offer to purchase 5.75 per cent senior unsecured debentures due June 30, 2027 (symbol CHR.DB.C).

At the option of the holder, each Series B debentures is convertible into fully paid and non-assessable freely tradeable voting and variable voting shares of Chorus (symbol CHR) at any time before 5 p.m. Toronto time on Jan. 26, 2025, into approximately 157.4803 shares for each $1,000 principal amount of the Series B debentures, representing a conversion price of $6.35 per share. Buyers of Series B debentures who wish to exercise their conversion right should make their purchases sufficiently in advance of the deadline indicated in the relevant CDS bulletin, allowing for adequate time for settlement.

The Series B debentures are held in the book-entry-only system administered by CDS Clearing and Depository Services Inc. Holders of Series B debentures who wish to deposit Series B debentures under the change of control purchase offer should contact the CDS participant through which their Series B debentures are held in order to take the necessary steps to be able to tender such Series B debentures in the manner required by CDS, and should do so in advance of any deadline (which may precede the expiry time on the expiry date) that the CDS participant may impose or be subject to under CDS procedures. Trades from 9:30 a.m. Toronto time to 12 p.m. Toronto time on Jan. 27, 2025, will settle on the same date.