Blue Water Bridge Authority gets holder consent to amend series 2010-A and 6.41% revenue bonds

By Toni Weeks

San Luis Obispo, Calif., Jan. 26 – The Blue Water Bridge Authority (operating as Blue Water Bridge Canada) announced that it received necessary approval from registered holders of its outstanding 6.41% series 2002-1 revenue bonds due 2027 (“CDS bonds”) and series 2010-A bonds (“pledge bonds”) to amend the bond indenture.

At the Jan. 26 meeting, holders considered and passed the following:

• An extraordinary resolution authorizing and approving the proposed extraordinary amendments with the primary effect of implementing certain consequential amendments in connection with the amalgamation of the Federal Bridge Corp. Ltd. with, among other companies, Blue Water Bridge;

• A special bondholders’ resolution approving proposed special amendments to authorize the trustee to take steps to execute and deliver the amended and restated trust indenture to release the security held by the bondholders and to cancel pledge bonds and to eliminate substantially all of the restrictive covenants in the indenture;

• The addition of certain provisions to the indenture, including a repurchase on change-of-control triggering event and a credit rating provision; and

• A special resolution for 6.41% bondholders to authorize certain consequential amendments to the first supplemental indenture resulting from the proposed special amendments, if authorized and approved.

Blue Water Bridge said it expected to enter into a fourth supplemental indenture, an amended and restated trust indenture and an amendment to the first supplemental indenture providing for the proposed amendments. The fourth supplemental indenture will become operative upon execution, while the amended and restated trust indenture and the amendment to the first supplemental indenture will become operative upon amalgamation.

Background

As previously reported, the government of Canada had announced its intention to reorganize certain Crown corporations responsible for international bridges in Ontario for improved oversight and consistent application of corporate policies and procedures across, among other things, operations, reporting, service levels and security protocols, the release stated.

Accordingly, some Crown corporations are expected to combine to establish a single Crown corporation. In particular, the government has announced its intention to amalgamate the Federal Bridge Corp. Ltd. with, among other companies, Blue Water Bridge.

Blue Water Bridge is a non-agent Crown corporation created by the Blue Water Bridge Authority Act, and Federal Bridge is an agent Crown corporation that was incorporated under the Canada Business Corporations Act, a previous press release noted.

Blue Water Bridge is required to continue under the act in order to effect the amalgamation.

Holder support

The issuer previously said that some arm’s length holders of the 6.41% bonds representing an aggregate principal amount of C$44,747,206.29, or about 59%, of outstanding bonds had advised Blue Water Bridge that they expected or intended to vote in favor of each of the resolutions.

In addition, the arm’s length holder of pledge bonds had also indicated support for the extraordinary resolution and the special resolution.

However, the supporting bondholders had not entered into a binding agreement with Blue Water Bridge, the release said.

Blue Water Bridge said it understood that the supporting bondholders collectively own an aggregate principal amount of C$58,434,005.49 of outstanding bonds entitling them to

• 58,434 votes out of a total of 89,317 votes, assuming all bonds participate in the vote, on each of the extraordinary resolution and the special resolution, representing roughly 65% of total votes; and

• 44,747 votes out of a total of 75,630 votes, assuming all bonds are voted, on the 6.41% bond resolution. They represent about 59% of the total votes on this resolution.

Deadline, approval details

In order to vote either for or against the resolutions at the bondholder meeting, holders of record as of Jan. 12 had to validly deliver a proxy form prior to 10 a.m. ET on Jan. 23.

The issuer needed consents from holders of no less than 66 2/3% of the votes cast at the meeting for the proposed extraordinary amendments.

Requisite approval for the proposed special amendments required at least 95% of the votes cast.

The special resolution for 6.41% bondholders also required 66 2/3% of votes.

D.F. King Canada was the information agent, and CST Trust Co. was the tabulation agent.

Blue Water Bridge Canada is in charge of the Canadian side of the Blue Water Bridge, which is an international bridge across the St. Clair River that links Michigan and Ontario.

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