ENMAX announces the successful completion of a consent solicitation to amend terms of 3.805% senior unsecured debentures and 3.836% senior unsecured debentures and cancellation of meetings.
ENMAX Corporation (ENMAX) announced today that it has successfully completed the previously announced solicitation of consents and proxies (the "Consent Solicitation") with respect to certain proposed amendments to the trust indenture (the "Indenture"), governing its 3.805% series 3 senior unsecured debentures due December 5, 2024 (the "Series 3 Debentures") and 3.836% series 4 senior unsecured debentures due June 5, 2028 (the "Series 4 Debentures", and together with the Series 3 Debentures, the "Debentures"). Holders of 77.44% in aggregate principal amount of all outstanding Debentures have delivered valid consents and proxies voting FOR the approval of the proposed amendments, significantly exceeding the required consent threshold of 662/3% of the principal amount of all outstanding Debentures, as a single class (the ''Consent Threshold").
As ENMAX has received valid consents and proxies from holders of Debentures above the required Consent Threshold, the resolution approving the proposed amendments has been passed, and the previously called (i) meeting of holders of Debentures, to vote as a single class; and (ii) separate meetings of the holders of each series of Debentures, to vote separately as a series, which were to be held at 10 a.m. MST, on August 30, 2019, have been cancelled.
The proposed amendments, which are more fully described in the Joint Consent and Proxy Solicitation Statement dated July 30, 2019, as amended on August 1, 2019 (the "Consent Solicitation Statement"), will amend Section 6.9 of the Indenture to change the restrictions on indebtedness of Designated Subsidiaries (as defined in the Indenture). In addition, certain new defined terms applicable to Section 6.9, as amended, will be added to the Indenture.
Helen Wesley, Executive Vice President, Finance, Information Technology and Chief Financial Officer of ENMAX, said: "The successful consent solicitation is a strong vote of confidence by our debenture holders for ENMAX's long-term strategy and long-term vision."
ENMAX plans to execute a supplemental indenture, pursuant to which the proposed amendments will become effective and will pay a consent fee promptly thereafter, to each person shown on the records of the registrar for the Debentures as of the record date (being 4:30 p.m. MST, on July 25, 2019), who among other things, properly delivered and did not revoke a consent and proxy form by the expiration time for the Consent Solicitation (being 4 p.m. MST, on August 27, 2019), regardless of whether such holder consented to and voted for, or withheld consent and voted against the proposed amendments. All holders of Debentures will be bound by the amendments, including holders that did not give their consent.
BMO Capital Markets acted as the Solicitation Arranger for the Consent Solicitation. Kingsdale Advisors acted as the Information and Paying Agent. Questions concerning the Consent Solicitation should be directed to Kingsdale Advisors at 1-888-518-1557, or by email at corpaction@kingsdaleadvisors.com.
About ENMAX
ENMAX Corporation, through its subsidiaries, makes, moves and sells electricity to residential, small business and large commercial customers and is headquartered in Calgary, Alberta. ENMAX Power Corporation owns and operates transmission and distribution infrastructure in Calgary and ENMAX Energy Corporation owns diverse generation facilities throughout the province. Through its subsidiaries, ENMAX offers a range of innovative energy solutions to over 667,700 customers across Alberta including electricity, natural gas, renewable energy and other services.