Chorus Aviation announces closing of $75 million bought deal offering of 5.75% Senior Unsecured Debentures
Delivering regional aviation to the world
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
HALIFAX, December 6, 2019 – Chorus Aviation Inc. ('Chorus') (TSX: CHR) is pleased to announce that it has closed its previously announced bought deal offering of $75 million aggregate principal amount of senior unsecured debentures (the ‘Debentures’) at a price of $1,000 per Debenture (the ‘Offering’). The net proceeds of the Offering will be used to fund the growth of Chorus Aviation Capital (Chorus’ aircraft leasing business), including the acquisition of aircraft intended for or currently on lease to third parties, as well as for working capital requirements and general corporate purposes.
The Debentures bear interest at a rate of 5.75% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, commencing June 30, 2020, and will mature on December 31, 2024. The Debentures will commence trading today on the Toronto Stock Exchange under the symbol ‘CHR.DB.A’.
Subject to any required regulatory approval and provided no event of default has occurred and is continuing under the terms of the indenture governing the Debentures, Chorus will have the option to satisfy its obligation to pay the principal amount of the Debentures due at redemption or maturity (together with any applicable premium) by delivering freely tradeable Class B Voting Shares (‘Class B Shares’) to holders of the Debentures (‘Debentureholders’) who are Canadians (as defined in the Canada Transportation Act (‘Qualified Canadians’) or Class A Variable Voting Shares (‘Class A Shares’ and, together with the Class B Shares, the ‘Voting Shares’) to Debentureholders who are not Qualified Canadians.
The Debentures are not convertible into Voting Shares by Debentureholders at any time.
A syndicate co-led by CIBC Capital Markets and RBC Capital Markets, and including Scotiabank, National Bank Financial Inc., TD Securities Inc., BMO Capital Markets, Canaccord Genuity Corp., Cormark Securities Inc. and Paradigm Capital Inc. (collectively, the ‘Underwriters’) acted as underwriters for the Offering. Chorus has granted the Underwriters an option to purchase up to an additional $11.25 million aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, for a period of 30 days following the closing of the Offering.
The Debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Chorus Aviation is a global provider of integrated regional aviation solutions. Chorus’ vision is to deliver regional aviation to the world. Headquartered in Halifax, Nova Scotia, Chorus comprises Chorus Aviation Capital, a leading, global lessor of regional aircraft, and Jazz Aviation and Voyageur Aviation, companies that have long histories of safe operations with excellent customer service. Chorus provides a full suite of regional aviation support services that encompasses every stage of an aircraft’s lifecycle, including: aircraft acquisitions and leasing; aircraft refurbishment, engineering, modification, repurposing and preparation; contract flying; aircraft and component maintenance, disassembly, and parts provisioning.
Chorus Class A Variable Voting Shares and Class B Voting Shares trade on the Toronto Stock Exchange under the trading symbol ‘CHR’.
This news release contains 'forward-looking information'. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "potential", "pending", "project", "will", "would", and similar terms and phrases. In particular, this news release includes forward-looking information relating to the anticipated use of the net proceeds of the Offering. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those indicated in the forward-looking information. These risks include, but are not limited to, the potential reallocation by Chorus of all or a portion of the net proceeds of the Offering for business reasons, including among others, due to the results of operations or as a result of other business opportunities that may become available, as well the risk factors identified in Chorus' Annual Information Form dated February 21, 2019, in Chorus' public disclosure record available at www.sedar.com and in the short form prospectus filed in connection with the Offering. Statements containing forward-looking information in this news release represent Chorus' expectations as of the date of this news release (or as of the date they are otherwise stated to be made) and are subject to change after such date. Chorus disclaims any intention or obligation to update or revise such statements to reflect new information, subsequent events or otherwise, unless required by applicable securities laws.
Chorus Media Contacts:
Manon Stuart, Halifax, Nova Scotia (902) 873-5054 firstname.lastname@example.org
Debra Williams, Toronto, Ontario (905) 671-7769 email@example.com
Nathalie Megann, Halifax, Nova Scotia, (902) 873-5094 firstname.lastname@example.org