TORONTO, Jan. 26, 2015 /CNW/ - The Blue Water Bridge Authority (operating under the name of Blue Water Bridge Canada) ("BWB"), announced today that it received requisite approval from registered holders (each, a "Holder" or "Bondholder" and, collectively, the "Holders" or "Bondholders") of its "Outstanding" 6.41% Revenue Bonds, Series 2002-1 due 2027 (CUSIP 096080AA4) (the "CDS Bonds") and Series 2010-A ("Pledge Bonds", together with the CDS Bonds, the "Bonds") for certain previously announced proposed amendments (the "Proposed Amendments") to the Indenture at a meeting (the "Bondholder Meeting") held earlier today.
BWB expects to enter into a fourth supplemental indenture (the "Fourth Supplemental Indenture"), an amended and restated trust indenture (the "Amended and Restated Trust Indenture") and an amendment to the first supplemental indenture (the "Amendment to the First Supplemental Indenture") with the Trustee providing for the Proposed Amendments. The Fourth Supplemental Indenture will become operative upon execution. The Amended and Restated Trust Indenture and the Amendment to the First Supplemental Indenture will become operative immediately upon the Amalgamation.
As previously disclosed, if the Proposed Amendments become operative they will have a number of effects which include, among other things: (a) the release of the security held by the Bondholders and cancellation of Pledge Bonds, each of which is required to effect the Amalgamation; and (b) the elimination of substantially all of the restrictive covenants in the Indenture. In addition, certain provisions will be added to the Indenture, including: (i) a "Repurchase on Change of Control Triggering Event" provision, pursuant to which Amalco will be required to make an offer to the Bondholders at a prescribed price to repurchase all or, at the option of the holder, any part of each holder's Bonds upon the occurrence of a "Change of Control"; and (ii) a "Credit Rating" provision, pursuant to which Amalco is required to maintain at all times a rating on the Bonds from one or more "Rating Agencies".
The Bondholder Meeting was described in the news release issued on January 13, 2015. Capitalized terms used but not otherwise defined in this press release have the respective meanings in the Circular.
The statements made in this news release are made as of the date hereof, and the issuance of this news release shall not, under any circumstances, create any implication that the information contained herein is correct after the date hereof.
Cautionary Statement on Forward-Looking Statements
This press release may contain statements which constitute "forward-looking information" as defined under Canadian securities legislation, about BWB and BWB's intentions regarding, including, without limitation, the Continuance and the Amalgamation. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those in the forward-looking statements as a result of various factors. Such statements include, but are not limited to, any statements about the Continuance and the Amalgamation and may be (but are not necessarily) identified by the use of phrases such as "may", "should", "would", "will", "could", "expect", "intend", "plan", "estimate", "anticipate", "believe", "future", "proposed" or "continue" or the negative thereof or similar variations. These forward-looking statements speak only as of the date of this press release. Bondholders are cautioned not to put undue reliance on such forward-looking statements which are not a guarantee of performance and are subject to a number of uncertainties, assumptions and other factors, many of which are outside the control of BWB, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other things, BWB's ability to satisfy the conditions to the implementation of the Proposed Amendments, including that the Continuance may not be completed on the terms expected or on the anticipated schedule or at all, that the Amalgamation may not be completed on the terms expected or on the anticipated schedule or at all, changes in the operation of BWB, general economic and market factors (including changes in global, national or regional financial, credit, currency or security markets), changes or developments in global, national or regional political conditions (including any act of terrorism or war), changes in government laws or regulations (including tax laws) and changes in regulatory accounting requirements and other risk factors identified herein under the heading "Risk Factors". Readers of this press release are cautioned not to place undue reliance on forward-looking statements, which reflect the analysis of the management of BWB only as of the date of this press release. BWB is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, except as required by applicable law.
SOURCE Blue Water Bridge Canada
For further information: Tabulation Agent: CST Trust Company, 320 Bay Street, Toronto, ON M5H 4A6, Toll Free: 1-800-387-0825, Direct: (416) 682-3860, Facsimile: (416)-368-2502; Information Agent: D.F. King Canada, Toll Free in North America: 1(800) 921-8867, Outside North America: 1-201-806-7301, Email: [email protected]