Company Announcements

• Transat and CEEFC reach agreement in principle for the restructuring of the LEEFF debt incurred in connection with the COVID-19 pandemic
• Outstanding debt with CEEFC reduced to $334M from $772M as at March 31, 2025
• Transaction will substantially deleverage the balance sheet and provide flexibility to further implement long term sustainable strategic plan
• Repayment to CEEFC of $41.4M in cash and issuance of $16.3M of preferred shares, convertible into Class B Voting Shares representing 19.9 % of the issued and outstanding voting shares

MONTREAL , June 5, 2025 /CNW/ - Transat A.T. Inc. ("Transat" or the "Corporation") announced today that it has reached an agreement in principle with Canada Enterprise Emergency Funding Corporation ("CEEFC") for the restructuring of the indebtedness incurred by Transat under the Large Enterprise Emergency Funding Facility (LEEFF) program managed by CEEFC in the context of the COVID-19 pandemic (the "Transaction"). The Transaction remains subject to the execution of definitive agreements and documentation giving effect to the Transaction.

"We are pleased to have been able to reach this agreement, which will substantially deleverage our balance sheet and pave the way for Transat to further implement its long term sustainable strategic plan and complete the implementation of its Elevation program" said Mrs. Annick Guérard, Transat's President and Chief Executive Officer.

"CEEFC has worked closely with Transat to ensure it meets its obligations under the LEEFF program while supporting the company's continued commercial viability in a competitive market," says Elizabeth Wademan, President and CEO of Canada Development Investment Corporation (CDEV), the parent company of CEEFC. "LEEFF has been a successful program by making emergency loans available to Canada's large employers to enable them to stay solvent and save jobs both during the pandemic and beyond."

Key Transaction Terms

The agreement deals with the entire indebtedness of the Corporation with CEEFC, and results in such indebtedness, currently in a principal amount of approximately $772M in the aggregate as at March 31, 2025, being restructured as follows:

• Repayment of $41.4M in cash to CEEFC
• Credit facilities reduced to a single credit facility of $175M
• Issuance to CEEFC of a $158,735,045 debenture maturing in 10 years
• Issuance to CEEFC of $16,264,955 of preferred shares convertible into Class B Voting Shares representing 19.9% of the issued and outstanding voting shares based on the 5-day VWAP on the date hereof

Credit Facility

The $175M credit facility will have a 10-year term with interest accruing at a rate of 1.22% per annum for the first three years, and 3% per annum thereafter. The facility will be secured by a second lien on all the assets of Transat and its subsidiaries which are borrowers under the facility, including Air Transat Inc.

Debenture

As part of the restructuring transaction, an amount of $158,735,045 of CEEFC indebtedness will be converted into a new debenture maturing in 10 years (the "Debenture"). The Debenture shall not have any interest accruing in the first five years. Following the fifth anniversary date of its issuance, interest will accrue at a rate of 7% per annum (the "Interest Rate"), increasing by 1.0% per annum thereafter up to a maximum of 12% per annum.

Upon the occurrence of a Mandatory Prepayment Event (defined below), Transat shall, at the option of CEEFC, make a repayment of the principal amount of the Debenture, plus accrued and unpaid interest thereon. Following the five-year anniversary of the Transaction closing date, Transat will repay at least 10% of the principal amount of the Debenture annually, plus accrued and unpaid interest thereon. Any outstanding principal amount, plus all accrued and unpaid interest thereon, may be repaid at any time.

Preferred Shares

As part of the restructuring transaction, an amount of $16,264,955 of CEEFC indebtedness will be converted into preferred shares of Transat at a price of $1.6372 per share (the "Initial Redemption Price"), corresponding to the 5-day volume weighted average trading price for the shares of Transat on the Toronto Stock Exchange on the date prior to the announcement of the agreement in principle with CEEFC for the Transaction, for a total of 9,934,617 preferred shares (the "Preferred Shares").

The Preferred Shares shall be non-voting and will have preference over Class A Variable Voting Shares and Class B Voting Shares (collectively, the "Common Shares") in the event of liquidation, dissolution or winding-up. The Preferred Shares will also have the following key terms:

Dividends: No fixed dividend.  Entitled to the same dividend per share as any dividend declared on the Common Shares.

Conversion: The Preferred Shares will be convertible into Transat Class B shares at any time after the second anniversary date of the Transaction closing date on a one-for-one basis (with such Class B shares to be subject to CEEFC's registration rights under an amended and restated investor rights agreement).

Redemption: Redeemable upon the occurrence of a Mandatory Prepayment Event (as defined below), in whole or in part, at the option of CEEFC, at a price per share equal to the greater of (i) the Initial Redemption Price and (ii) the 5-day VWAP of the Common Shares on the day prior to notice of redemption, in each case plus all declared and unpaid dividends.

Change of Control: Upon a change of control, (A) all outstanding Preferred Shares shall be redeemed at a price per share equal to the greater of (i) the Initial Redemption Price, and (ii) the value of the consideration paid per Common Share pursuant to the transaction giving rise to the change of control, in each case plus all declared and unpaid dividends.

Existing Warrants

All 13,000,000 outstanding share purchase warrants (the "Warrants") held by CEEFC and issued in connection with the LEEFF facilities in April 2021 will be maintained, and their expiry extended from April 29, 2031 to 2035, and more specifically the date falling on the tenth anniversary of the Transaction closing date. These Warrants entitle CEEFC to purchase an equivalent number of Class B voting shares of Transat at a price of $4.50 per share, subject to a maximum number of shares not exceeding the lesser of (i) 9,436,772 Class B voting shares and (ii) that number of Class B voting shares which, when aggregated with the number of shares owned or controlled by CEEFC at the time of exercise, equals 19.9% of the issued and outstanding Common Shares after giving effect to the exercise. The terms of the Warrants contemplate that any portion exercised in excess of such threshold is payable in cash on the basis of the difference between the market price of Transat's shares on the Toronto Stock Exchange and the exercise price (the "Deemed Cash Settlement Option"). As part of the Transaction, the parties agree that the Deemed Cash Settlement Option under the Warrants shall be limited to a maximum of 3,563,228 Warrants and subject to the prior exercise of 9,436,772 Warrants for an equivalent number of Class B voting shares. The other terms of the Warrants remain unchanged.

Between the Warrants and Preferred Shares, CEEFC will hold securities exercisable or convertible for an aggregate of 19,371,389 Class B voting shares, representing approximately 32.6% of the outstanding Common Shares after giving effect to such exercise or conversion, provided that at no time will the exercise of warrants or conversion of Preferred Shares result in CEEFC beneficially owning or controlling in excess of 19.9% of the Common Shares.

CEEFC intends to hold the Preferred Shares for investment purposes. Depending on market conditions and other factors, including Transat's business and financial condition, CEEFC may dispose of some or all of the securities of Transat that it owns. CEEFC and its affiliates do not intend to acquire additional equity securities of Transat except through the possible exercise of the warrants and conversion of the Preferred Shares.

Existing Revolving Credit Facilities

Transat's existing $50M senior revolving credit facility and $74M revolving credit facility for letters of credit are not part of the restructuring and will remain in place and available to Transat.

As part of the restructuring, Transat has agreed with CEEFC to repay 50% of the senior revolving credit facility by no later than November 1, 2026. Transat also agreed that a portion of the cash generated from certain occurrences, including the monetization and sale of certain assets in excess of certain thresholds and cash flow exceeding certain thresholds ("Mandatory Prepayment Events"), will be repaid to CEEFC and will be made available to Transat in the form of working capital advances, in an amount of up to $50M until the senior revolving credit facility is reduced and $75M thereafter, with interest accruing at a rate of 7% per annum for the first year (being the equivalent of 3-month Term CORRA plus 4.50%), resetting each year thereafter at a rate per annum equal to the 3-month Term CORRA plus 4.50%.

Pro Forma Consolidated Capitalization

The table below serves to illustrate the impact of the restructuring under the Transaction, presenting on an actual and pro forma basis as at January 31, 2025 the consolidated capitalization of the Corporation. This table should be read in conjunction with the interim financial statements and related management's discussion and analysis for the quarter ended on January 31, 2025.

Additional Details about the Transaction

The Transaction is subject to the finalization of definitive agreements. The Transaction is also subject to the approval of the Toronto Stock Exchange with respect to the issuance of the Preferred Shares.

Assuming that the parties are able to finalize definitive agreements and secure the necessary approvals within the contemplated timeline, closing of the Transaction is expected to take place in the third quarter of calendar year 2025.

Given that CEEFC holds warrants entitling it to acquire up to 19.9% of the Company's Common Shares, it may constitute a related party for the purposes of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101"). The Corporation relied on the formal valuation and minority approval exemptions contained in sections 5.5(g) and 5.7(1)(e) of Regulation 61-101 given that the transaction improves the financial position of the Corporation, which was becoming extremely precarious due to the size of its debt.

The announced Transaction is the result of discussions initiated by the Corporation over 18 months ago with CEEFC and the review of a range of alternatives with the assistance of a special advisory committee of the Board of Directors made up entirely of independent directors with a view to establishing an optimal capital structure over the long term. The transaction received the unanimous approval of the Board of Directors on the unanimous recommendation of the Special Committee which completed its work with the assistance of external financial and legal advisors.

Caution Regarding Forward-Looking Information

This news release contains certain forward-looking statements with respect to the Corporation, including those regarding its results, its financial position and its outlook for the future. These forward-looking statements are identified by the use of terms and phrases such as "anticipate" "believe" "could" "estimate" "expect" "intend" "may" "plan" "potential" "predict" "project" "will" "would", the negative of these terms and similar terminology, including references to assumptions. All such statements are made pursuant to applicable Canadian securities legislation. Such statements may involve but are not limited to comments with respect to strategies, expectations, planned operations or future actions. Forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by these forward-looking statements.

The forward-looking statements may differ materially from actual results for a number of reasons, including without limitation, economic conditions, changes in demand due to the seasonal nature of the business, extreme weather conditions, climatic or geological disasters, war, political instability, measures taken, planned or contemplated by governments regarding the imposition of tariffs on exports and imports, real or perceived terrorism, outbreaks of epidemics or disease, consumer preferences and consumer habits, consumers' perceptions of the safety of destination services and aviation safety, demographic trends, disruptions to the air traffic control system, the cost of protective, safety and environmental measures, competition, maintain and grow its reputation and brand, the availability of funding in the future, the Corporation's ability to repay its debt from internally generated funds or otherwise, the Corporation's ability to adequately mitigate the Pratt & Whitney GTF engine issues, fluctuations in fuel prices and exchange rates and interest rates, the Corporation's dependence on key suppliers, the availability and fluctuation of costs related to our aircraft, information technology and telecommunications, cybersecurity risks, changes in legislation, regulatory developments or procedures, pending litigation and third-party lawsuits, the ability to reduce operating costs through the Elevation program initiatives, among other things, the Corporation's ability to attract and retain skilled resources, labour relations, collective bargaining and labour disputes, pension issues, maintaining insurance coverage at favourable levels and conditions and at an acceptable cost, and other risks detailed in the Risks and Uncertainties section of the MD&A included in our 2024 Annual Report.

The reader is cautioned that the foregoing list of factors is not exhaustive of the factors that may affect any of the Corporation's forward-looking statements. The reader is also cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements.

The forward-looking statements in this news release are based on a number of assumptions relating to economic and market conditions as well as the Corporation's operations, financial position and transactions. Examples of such forward-looking statements include, but are not limited to, statements concerning:

• The outlook whereby the Corporation will be able to meet its obligations with cash on hand, cash flows from operations drawdowns under existing credit facilities or otherwise.
• The outlook whereby for fiscal year 2025, the Corporation expects to increase available capacity by 2%, measured in available seat-miles, compared to 2024, with potential adjustments depending on the evolving situation with Pratt & Whitney GTF2 engine issues.
• The outlook whereby the initiatives implemented to date are expected to generate an annualized adjusted EBITDA run-rate of $37 million. The program remains on track to reach $100 million by mid-2026.

In making these statements, the Corporation assumes, among other things, that the standards and measures for the health and safety of personnel and travellers imposed by government and airport authorities will be consistent with those currently in effect, that workers will continue to be available to the Corporation, its suppliers and the companies providing passenger services at the airports, that credit facilities and other terms of credit extended by its business partners will continue to be made available as in the past, that management will continue to manage changes in cash flows to fund working capital requirements for the full fiscal year and that fuel prices, exchange rates, selling prices and hotel and other costs remain stable, the Corporation will be able to adequately mitigate the Pratt & Whitney GTF engine issues and that the initiatives identified to improve adjusted operating income (adjusted EBITDA) can be implemented as planned, and will result in cost reductions and revenue increases of the order anticipated by mid-2026. If these assumptions prove incorrect, actual results and developments may differ materially from those contemplated by the forward-looking statements contained in this press release.

The Corporation considers that the assumptions on which these forward-looking statements are based are reasonable.

These statements reflect current expectations regarding future events and operating performance, speak only as of the date this news release is issued, and represent the Corporation's expectations as of that date. For additional information with respect to these and other factors, see the MD&A for the quarter ended January 31, 2025 filed with the Canadian securities commissions and available on SEDAR at www.sedarplus.ca. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable securities legislation.

About Transat AT Inc.

Founded in Montreal 37 years ago, Transat has achieved worldwide recognition as a provider of leisure travel particularly as an airline under the Air Transat brand. Voted World's Best Leisure Airline by passengers at the 2024 Skytrax World Airline Awards, it flies to international destinations. It renews its fleet with the most energy-efficient aircraft in its category, which is essential to ensure the energy efficiency of its operations. Based in Montreal, Transat has 5,000 employees with a common purpose to bring people closer together. (TSX: TRZ) www.transat.com 

About CEEFC

CEEFC is a federal Crown corporation, incorporated in May 2020 under the Canada Business Corporations Act and is wholly owned subsidiary of Canada Development Investment Corporation. CEEFC currently manages the Large Employer Emergency Financing Facility (LEEFF) program and the Large Enterprise Tariff Loan (LETL) facility.

An early warning report will be filed by CEEFC in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.ca or may be obtained directly from CEEFC upon request from Mr. Bruno Lemay at 416-966-0185.

Media:
Andréan Gagné 
Senior Director, Communications, Public Affairs and Corporate Responsibility
andrean.gagne@transat.com 
514 987-1616, ext. 104071

Financial analysts:
Juliette Gauthier
Senior Director, Investor Relations and Corporate Finance
juliette.gauthier@transat.com 
514 987-1616, ext. 104019

SOURCE Transat A.T. Inc.