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NAV CANADA today announced that it is offering to purchase for cash, in four separate offers, a targeted aggregate principal amount of Notes (as defined below) of up to $100,000,000 (the “Maximum Purchase Consideration”) of the outstanding debt securities of the four series set forth in the table below, on the terms and conditions set forth in the Offer to Purchase dated November 16, 2022 (the “Offer to Purchase”). References to “$” are to the Canadian dollar. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.


Offers

NAV CANADA (the “Offeror”) is offering to purchase the Notes set forth in the table below:  

 

Title of Notes(1)

Principal Amount Outstanding   (in millions)

 

CUSIP / ISIN Nos.

 

Maturity Date

 

Canadian Reference Security

 

Bloomberg Reference Page

 

Fixed Spread      (Basis Points)

 

0.555% Series 2021-2 General Obligation Notes due 2024

 

 

200

 

628957AK8 / CA628957AK82

 

February 9, 2024

 

2.25%     Government of Canada Bond due March 1, 2024

 

FIT CAN0-50

 

32

 

0.937% Series 2021-1 General Obligation Notes due 2026

 

300

 

628957AJ1 / CA628957AJ10

 

February 9, 2026

 

0.25%     Government of Canada Bond due March 1, 2026

 

FIT CAN0-50

 

67

 

7.560% Revenue Bonds Series 97-2 due 2027

 

125

 

628957AE2 / CA628957AE23

 

March 1, 2027

 

2.25%     Government of Canada Bond due March 1, 2024

 

FIT CAN0-50

 

94

 

7.400% Revenue Bonds Series 96-3 due 2027

 

250

 

628957AC6/ CA628957AC66

 

June 1, 2027

 

1.00%     Government of Canada Bond due June 1, 2027

 

FIT CAN0-50

 

   98

  1. The 0.555% Series 2021-2 General Obligation Notes due 2024, together with the 0.937% Series 2021-1 General Obligation Notes due 2026 are referred to herein as the “General Obligation Notes”. The 7.560% Revenue Bonds Series 97-2 due 2027, together with the 7.400% Revenue Bonds Series 96-3 due 2027, are referred to herein as the “Bonds”, which, together with the General Obligation Notes are collectively referred to herein as the “Notes”. 

The consideration for each series of Notes (such consideration, the “Consideration”) payable per each $1,000 principal amount of such series of Notes validly tendered for purchase will be based on the Fixed Spread specified in the table above for such series of Notes, plus the yield of the specified Canadian Reference Security in the table above for such series of Notes. The Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Consideration. See “Description of the Offers—Determination of the Consideration” in the Offer to Purchase. 

Provided that all conditions to the Offers described in the Offer to Purchase are satisfied or waived by the Offeror by the “Expiration Date,” which is 5:00 p.m., Toronto time, on November 23, 2022, the Offers are scheduled to expire on Expiration Date, unless extended or earlier terminated by the Offeror. Holders of Notes described in the table above may withdraw their validly tendered Notes any time at or prior to 5:00 p.m., Toronto time, on November 23, 2022, unless extended or earlier terminated by the Offeror. In order to receive the applicable Consideration, Holders of Notes must tender and not withdraw their Notes at or prior to the Expiration Date. 

The “Settlement Date” will be the fourth business day after the Expiration Date and is expected to be November 29, 2022.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted for purchase in the Offers will receive the Consideration described in the table immediately above for each $1,000 principal amount of such Notes in cash on the Settlement Date. On the Price Determination Date, unless extended with respect to any of the Offers, the Offeror will issue a news release specifying, among other things, the Consideration for each series of Notes validly tendered and accepted.

In addition to the Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date.

Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers.

Terms of the Offers

The Offeror’s obligation to accept for payment and to pay for Notes of any series validly tendered in the Offers is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase. The Offeror reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Offers; (ii) extend or terminate any or all of the Offers; (iii) increase or decrease the Maximum Purchase Consideration; or (iv) otherwise amend the Offers in any respect.

Notes accepted for purchase pursuant to each Offer will be accepted only in minimum principal amounts equal to $1,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. 

The Offers are not contingent upon the tender of any minimum principal amount of Notes and the amount of each series of Notes that is purchased in the Offers will be determined by the Offeror, in its sole discretion, and may be subject to proration as described in the Offer to Purchase.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the Notes listed above as to when such intermediary needs to receive instructions from a Holder in order for that Holder to be able to participate in, or, where revocation is permitted, timely revoke their instruction to participate in the Offers. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase, as applicable.

RBC Dominion Securities Inc. (“RBC”) is acting as the dealer manager (the “Dealer Manager”) for the Offers. For additional information regarding the terms of the Offers, please contact RBC at (877) 381-2099 (toll free) or (416) 842-6311 (collect Canada). TSX Trust Company is acting as the tender agent (the “Tender Agent”) for the Offers. Questions or requests for assistance related to the Offers or for copies of the Offer to Purchase may be directed to TSX Trust Company at (800) 387-0825 (toll free) or (416) 682-3860 (collect Canada). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

This news release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Offers described herein are being made solely by the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. None of the Offeror, its board of directors, the Dealer Manager, the Tender Agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Offers, and, if so, the principal amount of Notes to tender.

Legal Advisory – Forward-Looking Statements

This news release contains certain forward-looking information and forward-looking statements (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws. Forward-looking statements are based on NAV CANADA’s current expectations, estimates, projections and assumptions that were made by NAV CANADA in light of its information available at the time the statement was made and consider NAV CANADA’s experience and its perception of historical trends. Forward-looking statements in this news release include references to timing for completion of the Offers. In addition, all other statements and information that address expectations or projections about the future are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “will,” “estimates,” “plans,” “scheduled,” “intends,” “believes,” “projects,” “indicates,” “could,” “focus,” “vision,” “goal,” “outlook,” “proposed,” “target,” “objective,” “continue,” “should,” “may” and similar expressions.

Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. NAV CANADA’s actual results may differ materially from those expressed or implied by its forward- looking statements, so readers are cautioned not to place undue reliance on them.

NAV CANADA’s Management’s Discussion and Analysis for the fiscal year ended August 31, 2022 and the Annual Information Form for the fiscal year ended August 31, 2022 posted on the company’s SEDAR profile at www.sedar.com describe the risks, uncertainties, material assumptions and other factors that could influence actual results. Except as required by applicable securities laws, NAV CANADA disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About NAV CANADA

NAV CANADA is a private, not-for-profit company, established in 1996, providing air traffic control, airport advisory services, weather briefings and aeronautical information services for more than 18 million square kilometres of Canadian domestic and international airspace. The Company is internationally recognized for its safety record, and technology innovation. Air traffic management systems developed by NAV CANADA are used by air navigation service providers in countries worldwide.