Noralta Lodge Completes Cash Tender Offer for Any

EDMONTON, Alberta, Aug. 04, 2017 (GLOBE NEWSWIRE) -- Noralta Lodge Ltd. (the “Company”) today announced the successful completion of its previously announced tender offer (the “Offer”) to purchase for cash any and all of its outstanding 7.50% Senior Secured Second Lien Notes due 2019 (the “Notes”) from the holders thereof (the “Holders”) pursuant to the Offer to Purchase and Consent Solicitation Statement dated July 19, 2017 (the “Offer to Purchase”) and the related letter of transmittal and consent. The Offer expired at 5:00 P.M., Toronto time, on August 2, 2017 (the “Expiration Time”).

Concurrently with the Offer to Purchase, the Company was seeking consent (the “Consent” or “Consents”) from Holders to amendments to the indenture dated September 24, 2014 (the “Indenture”)  among the Company, BNY Trust Company of Canada, as trustee (the “Trustee”), and BNY Trust Company of Canada, as collateral agent.

Holders of at least a majority in principal amount of the Notes (the “Majority Consent”) (disregarding Notes held by Lance Torgerson, the founder of the Company (the “Founder”)) must have provided their Consent for certain of the amendments to become effective which remove from the Notes the benefits of substantially all of the restrictive covenants and reporting covenants of the Indenture as well as certain events of default and other provisions. Holders of at least two-thirds of the principal amount of the Notes (the “Extraordinary Consent”) (disregarding Notes held by the Founder) must have provided their Consent for certain additional amendments to become effective which remove from the Indenture certain covenants relating to asset sales and purchases of Notes on a change of control.

At the Expiration Time, the aggregate principal amount of Notes validly tendered (and not withdrawn) under the Offer and accepted for purchase by the Company in accordance with the Offer to Purchase was $79,680,000.00. Majority Consent and Extraordinary Consent were obtained as 96.2% of the principal amount of the Notes (disregarding Notes held by the Founder) were validly tendered (and not withdrawn) under the Offer.

Payment for the Notes accepted for purchase occurred on August 4, 2017 (the “Settlement Date”). Holders whose Notes were accepted for purchase received the tender consideration of $1,000 per $1,000 principal amount of such Notes, along with accrued and unpaid interest to but excluding the Settlement Date in the amount of approximately $27.12 per $1,000 principal amount.

On the Settlement Date, the Company and the Trustee entered into a supplemental indenture to amend and supplement the Indenture to give effect to the amendments for which Majority Consent and Extraordinary Consent were obtained. All remaining Holders are bound by such amendments.

National Bank Financial Inc. acted as sole lead dealer manager in connection with the Offer, along with HSBC Securities (Canada) Inc.

About Noralta Lodge Noralta Lodge is shifting the focus of the lodging industry towards wellness by demonstrating the importance of quality accommodations on the productivity, safety, retention, and attraction of employees. Through its full service open lodge accommodations, facilities management services, and turnkey solutions, Noralta Lodge is offering unmatched hospitality wherever you work. For more information, please visit Noralta Lodge’s website at noraltalodge.com.

Should you have any questions or concerns in relation to this notice please contact Noralta Lodge Investor Relations - investorrelations@noraltalodge.com / 1-866-536-8590