Hydro Ottawa Holding Inc. Announces Consent Solicitation for Senior Unsecured Debentures
May 21, 2024
OTTAWA – 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 |
- 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 [email protected]. 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: [email protected]
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: [email protected]
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.
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.
For more information:
Hydro Ottawa Media Relations
[email protected]
613-738-5499 ext. 2345