OTTAWA,
ON, May 21, 2024 /CNW/ - Hydro Ottawa Holding
Inc. ("Hydro Ottawa") today announced that it has commenced a
consent solicitation to seek the approval of the holders of four
series of its outstanding Canadian dollar senior unsecured
debentures (the "Debentures"), as listed in the table below, to
amend the trust indenture and supplemental indentures governing the
Debentures (the "Debenture Amendments") to facilitate a corporate
reorganization of Hydro Ottawa and its subsidiaries (the "Corporate
Reorganization").
Title of Series of
Debentures
|
Aggregate
Principal
Amount Outstanding
|
Review Fee
(1)
|
2.614% Series 2015-1
Debentures due 2025
|
CAD$200,000,000
|
$0.25 per
$1,000
|
3.639% Series 2015-2
Debentures due 2045
|
CAD$175,000,000
|
$0.25 per
$1,000
|
3.991% Series 2013-1
Debentures due 2043
|
CAD$150,000,000
|
$0.25 per
$1,000
|
4.968% Series 2006-1
Debentures due 2036
|
CAD$50,000,000
|
$0.25 per
$1,000
|
(1) For each $1,000
principal amount of Canadian dollar senior unsecured
debentures.
As a result of the Corporate Reorganization, Hydro Ottawa will
transfer its interest in certain of its subsidiaries, including
Hydro Ottawa Limited, to a newly formed wholly owned subsidiary
named Hydro Ottawa Capital Corporation ("HOCC") and certain of its
interest in other subsidiaries, including Energy Ottawa Inc., to a
newly formed wholly owned subsidiary named Hydro Ottawa Energy
Services Inc. ("HOESI"). Concurrently with the implementation of
the Corporate Reorganization, HOCC will assume all of the
obligations of Hydro Ottawa in respect of the Debentures and under
certain credit facilities, and Hydro Ottawa will be released from
such obligations. The Corporate Reorganization is subject to the
receipt of approval of the Ontario Energy Board and lender
approval.
The adoption of the Debenture Amendments requires that an
extraordinary resolution (the "Extraordinary Resolution") be
approved by the affirmative votes of holders of Debentures (the
"Debentureholders") present in person or represented by proxy at a
meeting (the "Meeting") who hold not less than 66 2/3% of the
aggregate principal amount of the Debentures voted in respect
thereof. The approval of Debentureholders may also be evidenced by
written consent of the holders of not less than 66 2/3% of the
aggregate principal amount of Debentures. The meeting is scheduled
for June 17, 2024 at 10:00 am (EDT) as set out in the notice of
meeting to be provided to Debentureholders. A joint consent and
proxy solicitation statement dated May 21,
2024 (the "Consent Solicitation Statement") setting out the
Debenture Amendments and details of the meeting and consent will
accompany the notice of meeting.
The record date for entitlement to submit elections with respect
to consent, and to notice of, and to vote at, the Meeting is
5:00 p.m. (EDT) on May 6, 2024 (the "Record Date"). Each
Debentureholder of record as of the Record Date shall have one vote
for every $1,000 of Debentures held
in respect of the Debenture Amendments.
The deadline for the submission of consents by Debentureholders
is no later than 5:00 p.m. (EDT) on
June 13, 2024 (the "Consent
Deadline") and the deadline for delivery of proxies for the Meeting
(the "Proxy Deadline") is also no later than 5:00 p.m. (EDT) on June
13, 2024, subject, in each case, to modification, waiver,
postponement or extension by Hydro Ottawa in its discretion.
Hydro Ottawa reserves the right
to terminate, cancel, extend or modify the terms of the
solicitation of consents and proxies for approval of the Debenture
Amendments at any time prior to the Consent Deadline, the Proxy
Deadline, or the Meeting, as applicable, by giving written notice
to the trustee of the Debentures as provided in the Consent
Solicitation Statement.
If the Debenture Amendments are approved, any Debentureholder
who authorized and directed their dealer, broker or other CDS
intermediary (each a "CDS Participant") to respond in accordance
with the instructions set out in the Consent Solicitation
Statement, regardless of whether the vote is for or against (or the
consent is for or withheld) the Debenture Amendments, will be
eligible to receive a review fee in the amount of $0.25 for each $1,000 principal amount of Debentures held (the
"Review Fee") by such Debentureholder, provided such response was
received by the Consent Deadline. Debentureholders that fail to
deliver a valid response prior to the Consent Deadline will not be
entitled to receive the Review Fee, regardless of whether the
Corporate Reorganization is approved.
Hydro Ottawa generally intends
to implement the Debenture Amendments following approval of the
Debenture Amendments once all required approvals for the Corporate
Reorganization are obtained, including approval of the Ontario
Energy Board.
This press release is for informational purposes only and the
consent solicitation is being made solely on the terms and subject
to the conditions set forth in the Consent Solicitation Statement.
Further, this press release does not constitute an offer to sell or
the solicitation of an offer to buy the Debentures or any other
securities. The Consent Solicitation Statements do not constitute a
solicitation of consents in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such
solicitation under applicable securities laws. Copies of the
Consent Solicitation Statements may be obtained from TMX Investor
Solutions Inc., the Information Agent for the consent solicitation,
by email at INFO_TMXIS@tmx.com. Holders of the Debentures are urged
to review the Consent Solicitation Statements for the detailed
terms of the consent solicitations and the procedures for
consenting to the Debenture Amendments.
Any persons with questions regarding the consent solicitation
should contact the Solicitation Agent (Scotia Capital Inc.) or
Information Agent (TMX Investor Solutions inc.) as follows:
SCOTIA CAPITAL INC.
40 Temperance
Street
Toronto, Ontario M5H 0B4
Attention: Scotiabank Debt Syndication
Telephone: 416-863-7438
Email: syndicate.toronto@scotiabank.com
TMX Investor Solutions Inc.
301 – 100
Adelaide Street West
Toronto, Ontario M5H 1S3
Toll Free in North America: 1(866)
796-6867
Call direct: (438) 944-1086
Email: info_tmxis@tmx.com
About Hydro Ottawa Holding
Inc.
Hydro Ottawa Holding Inc. (Hydro Ottawa) is a private company
wholly owned by the City of
Ottawa. Our core businesses include electricity
distribution, renewable energy generation, energy solutions,
telecommunications and utility services. For more information,
please visit: www.powerasone.com.
Caution Concerning Forward-Looking
Statements
This document may include certain forward-looking information
and forward-looking statements within the meaning of applicable
securities laws. These statements include statements relating to
the Corporate Reorganization and are based on management's current
expectations or beliefs, and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from those
expressed or implied by the statements herein due to changes in
economic, business, competitive, technological, strategic and/or
regulatory factors, industry structure and stability, and other
factors affecting the operations of Hydro Ottawa.
SOURCE Hydro Ottawa Holding Inc.