Greater Toronto Airports successfully completes consent solicitation

Chicago, July 19 – Greater Toronto Airports Authority announced that it successfully completed its previously announced consent solicitation for its 1997-C pledged bonds, according to a press release.

Holders representing 95.47% of the bonds delivered valid consents to approve the amendments. GTAA needed consents from two-thirds of the bondholders.

The extraordinary resolution has been passed and the virtual meeting that was scheduled for 11 a.m. ET on July 27 has been canceled.

The authority was seeking two amendments.

The first will temporarily relieve the authority from complying with the rate covenant under the trust indenture for its 2022 fiscal year. The relief was previously granted to the authority for the 2020 and 2021 fiscal years. The relief was being sought in connection with diminished passenger activity due to the Covid-19 pandemic.

Additionally, the second amendment will modify the limitation on permitted guarantees and investments under the trust indenture and allow the authority to create any guarantee or to make or maintain any investment, provided that the aggregate cost basis amounts to no more than the greater of 3% of the authority’s total assets and C$200 million. The amendment will permit the authority to prudently deploy a limited, non-material amount of capital in support of growth and revenue diversification.

GTAA notes in the Monday press release that the authority has an internal financial risk tolerance policy that includes a statement that the authority will always maintain available liquidity of at least C$200 million. During the period that the GTAA is relieved from complying with the rate covenant, the GTAA will, within five business days of the end of each quarter, publish on the GTAA's website if available liquidity at the end of a quarter is below C$200 million.

Bondholders who participated, no matter what their vote, will receive a voting fee of C$0.50 per C$1,000 principal amount of notes. The election deadline was 5 p.m. ET on July 16.

Because there is no meeting because the votes necessary have been obtained by the meeting deadline, there will be no fee payable to bondholders who did not deliver valid consents and proxies before the election deadline.

BMO Nesbitt Burns Inc. (647 250-1459, 647 760-2473), CIBC World Markets Inc. (416 594-8515) and RBC Dominion Securities Inc. (416 842-6311) acted as joint solicitation agents.

D.F. King Canada is the information agent (800 884-4590, 416 682-3825, inquiries@dfking.com) and AST Trust Co. (Canada) is the tabulation agent in connection with the consent solicitation.

GTAA is the operator of Toronto Pearson International Airport.

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