The Ottawa International Airport Authority (OIAA) announced today that it has commenced a solicitation process (the “Consent Solicitation”) to obtain consent from its bondholders (the “Bondholders”) to temporarily waive certain provisions (the “Proposed Amendments”) under its master trust indenture (the “MTI”) governing its outstanding series of bonds, including pledged bonds (collectively, the “Bonds”). The Proposed Amendments, which are set out in detail in a consent solicitation circular (the “Circular”) to be delivered to all Bondholders, will temporarily relieve OIAA of its obligations to: (a) meet or satisfy the rate covenant requirement in the MTI when tested based on each of OIAA’s fiscal years 2021 and 2022, and (b) meet or satisfy the rate covenant requirement in the MTI generally or on a pro forma basis when taking certain restricted actions under the additional indebtedness covenant and/or restrictions on sale, lease, etc. covenant in the MTI in each of OIAA’s fiscal years 2021 and 2022. More specifically, the Proposed Amendments seek waivers until December 31, 2022 of the rate covenant, the additional indebtedness covenant and the restriction on sale, lease, etc. covenant.

Like the rest of the aviation industry, OIAA, has faced a devastating decline in passenger volumes caused by travel restrictions intended to contain the spread of COVID-19. Additionally, other related economic conditions have worsened, further impacting the OIAA and other industry participants. As an infrastructure entity deemed critical, the airport is required to remain open and operational. Since the beginning of the pandemic, OIAA has taken swift and decisive action to cut capital and operating costs, consolidate operations, and adjust its workforce in an effort to reduce the financial impact of the pandemic, while adapting to all public health requirements to keep employees and passengers safe. Though OIAA experienced a significant cash flow reduction in 2020 and is forecasting a significant reduction in 2021 and 2022 due to lower passenger volume and uncertainty with respect to the pace of recovery in passenger traffic, OIAA expects to meet its payment obligations on the Bonds as they come due. The waiver avoids triggering an event of default under the MTI where that default would occur due to events outside OIAA’s control and would add more cost and complexity to Bondholders.

OIAA has called for a meeting of Bondholders of all outstanding Bonds and has commenced the solicitation of consents and proxies with respect to the Proposed Amendments to the MTI.

The meeting will be held in a conference call format at 10 a.m. (Eastern time) on April 27, 2021, if needed. The record date for determining Bondholders entitled to vote and consent is April 7, 2021.

To be passed at the meeting, the extraordinary resolution regarding the Proposed Amendments (the “Resolution”) must be approved by at least 66⅔% of the votes of those Bondholders present or represented by proxy at the Meeting. The MTI also provides that the Resolution may be passed by the written consent of Bondholders holding at least 66⅔% of the outstanding principal amount of all outstanding Bonds. If Bondholders representing at least 66⅔% of the outstanding principal amount of all outstanding Bonds have delivered valid proxy and consent forms in favour of the Resolution by 5:00 p.m. (Eastern time) on April 23, 2021 (the cut-off time) (and have not validly revoked such proxy and consent forms), the Resolution will be passed by the written consent of the Bondholders and the meeting will be cancelled. As more fully set out in the Circular, Bondholders who submit a valid proxy and consent form prior to the cut-off time or vote by proxy at the meeting (if a meeting is held at all) will receive a voting fee of $1.00 for each $1,000 outstanding principal amount of Bonds subject to certain conditions being satisfied.

CIBC World Markets Inc. is acting as solicitation agent. D.F. King Canada is acting as information agent in connection with the Meeting and consent solicitation. AST Trust Company (Canada) is acting as tabulation agent. Norton Rose Fulbright Canada LLP is acting as legal advisor to OIAA. Bondholders who have questions or need assistance should contact D.F. King Canada by phone at 1-800-239-6513 (toll free North America) or 1-416-682-3825 (collect outside North America) or by email at [email protected]. Bondholders are urged to carefully read the Circular and related materials for additional information with respect to the Proposed Amendments, as well as further instructions and deadlines.

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