An anonymous director reports
CHORUS ANNOUNCES RESULTS OF ITS OFFERS FOR ITS SERIES B DEBENTURES AND SERIES C DEBENTURES
Chorus Aviation Inc. has released the results of its previously announced offers to purchase the outstanding 6.00 per cent convertible senior unsecured debentures due June 30, 2026, and 5.75 per cent senior unsecured debentures due June 30, 2027 (Cusip No. 17040TAE2 and No. 17040TAG7, respectively), following the closing of the sale of Chorus's 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 p.m.
Toronto time on Jan. 27, 2025. Based on the final count by Computershare Investor Services Inc., the tender agent and depositary for the change-of-control offers, 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aggregate principal amount of Series C debentures were properly tendered to the change-of-control offers and not withdrawn.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 per cent of the principal amount thereof repurchased plus accrued and unpaid interest on such debentures up to but excluding Feb. 3, 2025, the date of purchase; 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 per cent 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 per cent 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 per cent 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's SEDAR+ profile.
About Chorus Aviation Inc.
Chorus is a Canadian company focused on aviation services businesses. The company's 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's subsidiaries provide services that encompass every stage of an aircraft's life cycle, 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's Series B debentures and Series C debentures trade on the TSX under the trading symbols CHR.DB.B and CHR.DB.C. respectively.
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