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Winnipeg Airports Authority Commences Bondholder Consent Solicitation

Winnipeg Airports Authority Inc. announced that it has commenced a process to amend and temporarily waive certain provisions under its master trust indenture dated September 28, 2005. The Master Trust indenture governs all outstanding series of its bonds.

WAA, along with the rest of the global aviation industry, has faced a sharp and unanticipated decline in passenger volumes caused by measures to contain the spread of COVID-19, economic recession and border closings. Although WAA is forecasting a significant cash flow reduction in its upcoming fiscal years, it expects to continue to meet its payment obligations under the Bonds as they come due. The waiver avoids triggering an event of default under the MTI where that default would occur as a result of events outside of WAA’s control and would merely add cost and complexity to Bondholders. WAA has already taken responsible and prudent measures in response to the downturn including, consolidating operations within the terminal, reducing the number of gates, baggage carousels and non-passenger screening points in use, reducing the use of contracted service providers, reducing materials, supplies and services expenses, workforce reductions, pay reductions for non-unionized staff, reducing capital expenditures and increasing the Airport Improvement Fee to offset the shortfall from reduced passenger volumes.

The outstanding bonds are obligation bonds and a pledged bond. WAA has called for a meeting of holders of all outstanding bonds and has commenced the solicitation of consents and proxies in respect of the proposed amendments to the MTI.

The Proposed Amendments, which are described in detail in an information circular and consent solicitation statement, will temporarily relieve WAA of its obligations to: meet or satisfy the rate covenant requirement in the MTI when tested based on each of the 2020, 2021 and 2022 fiscal years of the WAA; and meet or satisfy the rate covenant requirement in the MTI. 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. The circular will be delivered to bondholders.

To address public health measures arising from the impact of COVID-19 and to limit and mitigate risks to the health and safety of communities, the Meeting will be held in a virtual-only format at 10:00 a.m. (Winnipeg time) on December 28, 2020. The record date for determining Bondholders entitled to vote and consent was November 24, 2020.

To be passed at the Meeting, the extraordinary resolution in respect of the proposed amendments must be approved by at least 66 per cent 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 66 per cent of the principal amount of all outstanding Bonds.

Bondholders who have questions or need assistance should contact D.F. King Canada by phone at 1-800-926-7043 (toll free North America) or 1-416-682-3825 (collect outside North America) or by email at inquiries@dfking.com. 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.