The circle is almost complete: AC buys minority stake in Chorus, CPA amended

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https://www.newswire.ca/news-releases/air-canada-announces-improvements-to-capacity-purchase-agreement-with-jazz-aviation-lp-a-subsidiary-of-chorus-aviation-inc-and-equity-investment-of-97-26-million-in-chorus-883463851.html

 

Amendments to existing Capacity Purchase Agreement (CPA) with Jazz will extend duration of the CPA by ten years from January 1, 2026 to December 31, 2035; Amendments are subject to ratification of a tentative collective agreement between Jazz and ALPA on behalf of its pilots. 

Amendments will simplify and modernize Jazz's fleet and provide additional regional fleet flexibility for Air Canada; Projected annual CPA savings of $50 million in each of 2019 and 2020 from both fixed fee and performance incentive reductions. 

Upon Amendments becoming effective, Air Canada will make an equity investment of $97.26 million in Chorus and Michael Rousseau, Deputy Chief Executive Officer and Chief Financial Officer of Air Canada, will be appointed to Chorus' Board of Directors.

MONTREAL, Jan. 14, 2019 /CNW Telbec/ - Air Canada today announced an agreement to amend and extend the Capacity Purchase Agreement (CPA) with Jazz Aviation LP, a wholly-owned subsidiary of Chorus Aviation Inc., under which Jazz currently operates certain regional Air Canada Express flights. The amendments should provide long term stability for Chorus, reaffirming Jazz as Air Canada's most significant Express carrier well into the future, as well as enabling growth on Chorus' leasing business through Air Canada's equity investment and the predictability of Jazz's cashflow from CPA operations until 2035.  The amendments will bolster the strength and competitiveness of the Air Canada Express brand and its coast-to-coast regional network, and provide significant CPA savings for Air Canada, while optimizing network and fleet flexibility when compared to the current agreement. 

"We are very pleased to have arrived at this win-win agreement with Jazz and Chorus, which will give us long-term stability, more competitive cost certainty and the flexibility to modernize the regional fleet for the benefit of our customers. The Amendments will allow us to provide regional services more cost effectively so that we can compete more efficiently, deploying the aircraft best suited for a given regional market and also generate additional traffic to feed our international network," said Calin Rovinescu, President and Chief Executive of Air Canada. "As further demonstration of Air Canada's commitment to a successful, long-term partnership, upon the CPA Amendments becoming effective, we will make an equity investment of $97.26 million in Chorus.  In addition to aligning our mutual interests, we believe it represents excellent value for Air Canada shareholders." 

"We have jointly seized this unique opportunity to strengthen our long-term partnership for the next 17 years," stated Joe Randell, President and Chief Executive Officer, Chorus. "We look forward to welcoming Mike Rousseau to our board of directors as his expertise will be truly valuable as we continue to execute on the growth and diversification strategy for Chorus."

Highlights of the CPA Amendments:

Extension of the CPA term by ten years from January 1, 2026 to December 31, 2035; 

Simplification and modernization of the Jazz fleet with growth through more, larger gauge aircraft. The Amendments will include various minimum levels of covered aircraft at different points in time providing Air Canada the flexibility to optimize its fleet within its network strategy; 

Continuance of a fixed fee structure, including new terms mitigating risk and market- oriented compensation to make the CPA more competitive given new competitors entering the market; 

Projected annual savings to Air Canada of approximately $50 million in each of 2019 and 2020, and cumulative savings of approximately $53 million between 2021 and 2025, both as compared to the 2015 CPA frame-work (from both fixed fee and performance incentive reductions); Beyond 2025 - a market competitive fixed fee for the extension period. This supports Air Canada's Cost Transformation Programs; 

Continuation of a highly successful pilot mobility agreement that provides Air Canada Express pilots with access to pilot careers at Air Canada on a planned basis; 

Air Canada will consolidate more of its overall regional capacity into Jazz's footprint, thereby lowering Air Canada's overall regional costs in the future; 

The Amendments will be effective retroactively as at January 1, 2019, subject to a number of conditions, including completion of Air Canada's equity investment in Chorus and ratification of a new tentative collective agreement between Jazz and the Air Line Pilots Association, International (ALPA), the union representing Jazz pilots. 

Highlights of the Equity Investment:

Air Canada has agreed to subscribe for 15,561,600 Class B Voting Shares in the capital of Chorus, representing approximately 9.99% of the issued and outstanding Class A Variable Voting Shares and Class B Voting Shares of Chorus on a combined basis. This represents an investment of ~$97,260,000 by Air Canada; 

The Chorus shares will be issued to Air Canada at a price of $6.25, representing a 5% premium to the five-day volume weighted average price of the shares as of the close of trading on Thursday, January 10, 2019; 

Air Canada and Chorus will enter into an investor rights agreement under which, among other things, Air Canada will hold the investment shares, for a period of at least 60 months and will participate in Chorus' dividend reinvestment plan and agree to customary standstill provisions, subject to certain limited exceptions; 

On closing of the equity investment, Deputy Chief Executive Officer and Chief Financial Officer of Air Canada, Michael Rousseau, will be appointed to the board of directors of Chorus.

Air Canada does not intend to provide further comment pending the ratification process in respect of the tentative agreement between Jazz and ALPA; a news release updating the market will be issued when all the closing conditions to the completion of the foregoing transactions are met.

 

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The part of concentrating more of AC's regional flying with Jazz is the most interesting part for me. Does this mean the first generation E-75s aren't long for the network?

 

 

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The Chorus release has more details - five more CRJ-900s for the Jazz fleet.  Also references nine new CRJ-900s. It's not clear to me that the nine are separate from the five sourced by AC, but it seems so, since the sourcing is different. I'm guessing any aircraft AC "sources" will be used.

 

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• Capacity Purchase Agreement ("CPA") to be amended and extended by an additional 10 years ending December 31, 2035, securing Jazz's place in Air Canada's regional network for the next 17 years. 
• $940 million in incremental contracted CPA revenue with overall contracted revenue growing to $2.5 billion over the term of the amended agreement net of near-term fixed fee reductions.
• Reinforcement of strategic partnership through a $97.26 million equity investment in Chorus by Air Canada.
• Proceeds from the Air Canada investment will enable Chorus to invest in its leasing business, including the purchase of new larger-gauge aircraft that will generate additional lease revenue under the CPA.  
• Amended CPA to significantly reduce margin risk for Jazz by limiting exposure on controllable costs to a maximum of $2 million annually.  
• Chorus expects to continue to generate cash flow to support its current dividend. 
• Enhanced pilot mobility agreement to provide Jazz pilots with access to pilot careers at Air Canada.
• Transactions are subject to certain material conditions precedent to closing.

HALIFAX, Jan. 14, 2019 /CNW/ - Chorus Aviation Inc. (TSX: CHR) ("Chorus"), parent company of Jazz Aviation LP ("Jazz"), today announced the parties' agreement to amend and extend the capacity purchase agreement ("CPA") between Jazz and Air Canada and complete a $97.26 million equity investment by Air Canada in Chorus.  This agreement will extend the CPA to 2035, creating the longest term strategic partnership between Jazz and Air Canada thus far.

Four years after the last highly-successful amendment to the CPA, the two parties are again taking steps to ensure the long-term competitiveness and strength of their alliance.  With this amendment, the parties will effectively address increased domestic and international competition, changing market demand, and fluctuating fuel prices, through significant changes that will modernize and up-gauge the fleet. Chorus and Air Canada have today seized this opportunity to reinforce their strategic partnership. 

"This mutually beneficial agreement, proactively and collaboratively, addresses the need to adapt to a challenging, competitive and ever-changing environment," said Joe Randell, President and Chief Executive Officer, Chorus.  "Our solid track record of finding solutions for the long-term benefit of Chorus stakeholders has once again delivered an even stronger relationship with Air Canada for the next 17 years.  We seized this opportunity to secure an industry-leading time horizon in support of our valued customer; a clear demonstration that the strategic partnership between Chorus and Air Canada is strong.  This amended arrangement will provide certainty and predictability for our shareholders, employees and other stakeholders.  Chorus expects to continue to generate cash flow to support the current dividend and remains committed to building additional value with continued growth in our leasing business, which is further enabled with this deal."

"Air Canada is deepening its partnership with Chorus through an improved CPA agreement for Jazz flying and our equity investment in Chorus. These will strengthen our respective companies to the benefit of employees, investors and, most importantly, our customers, by enabling us to modernize our regional fleet and respond more nimbly to evolving market conditions and to remain ahead of our competitors," said Calin Rovinescu, President and Chief Executive of Air Canada. 

The agreement upholds a history of successfully responding to an ever-changing industry and is extended to December 31, 2035 securing Jazz's place in Air Canada's regional network under the following key terms:

• Chorus and Air Canada become true allies in the aviation industry and reinforce their strategic partnership through a $97.26 million equity investment in Chorus by Air Canada. Air Canada will subscribe for 15,561,600 Class B Voting Shares in the capital of Chorus by way of a private placement for $6.25 per share, which represents a 5.0% premium to the five-day volume weighted average price as of the close of trading on Thursday, January 10, 2019. On closing, it is anticipated that Air Canada will hold approximately 9.99% of Chorus' issued and outstanding Class A Variable Voting Share and Class B Voting Shares on a combined basis. The Toronto Stock Exchange ("TSX") has conditionally approved the issue of the Class B Voting Shares pursuant to the private placement subject to customary conditions. 
• Chorus will use approximately 60% of the investment proceeds to purchase nine additional new larger-gauge CRJ900 (76-seat) aircraft to modernize Jazz's fleet and generate additional lease revenue under the CPA. Chorus has conditionally secured the ability to purchase the CRJ900s.The remaining balance will be deployed by Chorus to acquire and lease aircraft outside of the CPA. 
• Chorus and Air Canada will enter into an investor rights agreement governing the terms of Air Canada's investment in Chorus. Air Canada will have a seat on Chorus' board and will nominate Michael Rousseau, Air Canada's Deputy Chief Executive Officer and Chief Financial Officer to the position. Air Canada will, subject to certain limited exceptions, hold its investment for at least 60 months and support Chorus' growth strategy through participation in the dividend reinvestment plan and adherence to customary standstill provisions. Air Canada will also have pro rata pre-emptive rights to maintain its ownership percentage in Chorus. 
• In total, the 17-year contract will provide $2.5 billion in minimum contracted revenues of which $1.6 billion, or 65%, will be generated from aircraft leasing revenue, supporting the continued transformation of Chorus' business through the migration of CPA earnings to aircraft leasing. 
• The amended CPA will provide for total incremental contracted revenue of $940 million; $310 million in fixed fees and $630 million in aircraft leasing under the CPA. 
• Incremental fleet acquisitions will provide Chorus significant tax shield and cash tax deferrals through increased tax depreciation deductions. 
• Air Canada will achieve cost savings related to fixed fee reductions, predominantly occurring in 2019 and 2020 with a $36 million decrease in each year, as Chorus reduces its above-market fixed fee rates, carried over from its legacy agreement. Maximum available performance incentives will reduce to levels more consistent with market norms and, assuming attainment consistent with historical performance, performance incentive revenue will decrease by an estimated $12 to $14 million in each of 2019 and 2020. 
• The near-term fixed fee and performance incentive revenue reductions are significantly more than offset by incremental aircraft leasing revenue under the CPA, starting in 2020, and the extended term to 2035. 
• The amended CPA will significantly reduce margin risk for Jazz by limiting exposure on controllable costs to a maximum of $2 million annually. 
• Air Canada will consolidate more of its overall regional capacity into Jazz's footprint, thereby further securing Jazz's place in Air Canada's regional network. 
• The minimum Covered Fleet of 105 aircraft to 2025 and a minimum of 80 75-seat aircraft between 2026 and 2035 will provide a predictable minimum contracted revenue stream for 17 years. 
• Five CRJ900s sourced by Air Canada will initiate the fleet changes with deliveries expected to begin in the first half of 2019. 
• Chorus will secure preferred partner status on the operation of aircraft with up to 50 seats through a right to match third-party offers, thus enhancing growth opportunities. 
• Enhanced pilot mobility agreement that will provide Jazz pilots with access to pilot careers at Air Canada. 
• Chorus expects to continue to generate cash flow to support the current dividend.

Given the 10-year extension in the amended CPA, Jazz and its employees will benefit from greater certainty of operations.

The amendments to the CPA and the investment by Air Canada are conditional on each other and remain subject to a number of terms and conditions precedent to closing, including the ratification of amendments to the collective agreement tentatively agreed between Jazz and its pilots, as represented by the Air Line Pilots Association International ("ALPA"), and satisfaction of the conditions contained in the TSX's conditional listing approval. The Jazz Master Executive Council of ALPA has started the ratification process which is expected to be completed by February 1, 2019.  If all conditions are satisfied, the CPA amendments will become effective January 1, 2019.

 

[boestar]

9 new 5 used'

 

[rudder]

There is more detailed information on the Chorus Aviation website including a slide show presentation that was used with the webcast.

AC seems to desire an Express fleet majority populated by larger gauge 2 class regional jets. Including the E175’s, there will be 60 2-class/76 seat jets in the Express fleet by 2020. Single class Q400 turboprop fleet being shrunk. Single class 50 seat jet fleet being shrunk. Older 37/50 seat turboprop fleet being shrunk.

Certainly appears to be the end of the Georgian/AC Express partnership unless the plan is for GGN to become strictly a small turboprop operator. If Georgian is indeed out, that leaves Chorus/Jazz with an Express fleet of 105 and Skyregional with an Express fleet of just 25. It certainly makes one wonder whether further Express flying consolidation is on the horizon.

[boestar]

The 37 seater fleet will disappear altogether from the CPA fleet at Jazz undoubtedly.  There are only 15 left.  Those seats will be consolidated into the new CRJ-900 additions.

[Guest]

18 hours ago, rudder said:

There is more detailed information on the Chorus Aviation website including a slide show presentation that was used with the webcast.

AC seems to desire an Express fleet majority populated by larger gauge 2 class regional jets. Including the E175’s, there will be 60 2-class/76 seat jets in the Express fleet by 2020. Single class Q400 turboprop fleet being shrunk. Single class 50 seat jet fleet being shrunk. Older 37/50 seat turboprop fleet being shrunk.

Certainly appears to be the end of the Georgian/AC Express partnership unless the plan is for GGN to become strictly a small turboprop operator. If Georgian is indeed out, that leaves Chorus/Jazz with an Express fleet of 105 and Skyregional with an Express fleet of just 25. It certainly makes one wonder whether further Express flying consolidation is on the horizon.

Air Canada studies dozens of potential A220 routes

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• 15 January, 2019
• SOURCE: Flight Dashboard
• BY: Jon Hemmerdinger
• Boston

Air Canada has disclosed several dozen routes on which it might deploy new Airbus A220s, which are expected to come online in January 2020.

The routes span North America and originate from major Canadian cities of Calgary, Toronto, Montreal and Vancouver, according to a map displayed on 14 January by Air Canada vice-president of network planning Mark Galardo.

Galardo, speaking during a media event at Airbus's A220 assembly site in Mirabel, notes that the routes are only under study and that Air Canada has not made final decisions.

But among them are several that would be new to Air Canada's network, including Montreal-Seattle, Halifax-Vancouver, Toronto-Monterrey (Mexico) and Vancouver-Washington, DC.

Routes described in a presentation by Air Canada's Galardo as "A220-300 possible destinations"

Air Canada has orders for 45 A220-300s. It expects to take delivery of its first aircraft in late 2019 and to place the first aircraft into revenue service in January 2020, Galardo says.

He also addressed Air Canada's decision to buy the aircraft, saying the move reflects the A220s unmatched economics and a desire to help a struggling fellow Canadian aerospace company.

"The decision to purchase the A220 was a result of an extensive network and finance-led analysis and involved many branches of our company," says Galardo. "Although it was a very sound business decision… our choice of the A220 was also based on our desire to support a national fellow aviation champion."

"We felt our order, from a major North American carrier, would be taken as a vote of confidence, and stabilise the programme," adds Galardo, who spoke during an Airbus media event at the A220 assembly site in Mirabel.

Air Canada agreed to purchase 45 A220-300s (then called CS300s) in February 2016, a time when then-owner Bombardier badly needed a major customer.

Air Canada's order injected momentum into the programme and was followed shortly by an order from Delta Air Lines for 75 A220-100s.

Galardo says Air Canada's A220s will be 15% cheaper to operate per seat than the Embraer 190s they will replace