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HALIFAX, NS, Nov. 12, 2026 /CNW/ -- Chorus Aviation Inc. (TSX: CHR) ("Chorus" or the "Company") announced today that it has priced a private offering (the "Offering") of C$250 million aggregate principal amount of 7.00% senior unsecured notes due November 19, 2031 (the "Notes"). In connection with the Offering, the Company has entered into an underwriting agreement with a syndicate of underwriters for the sale of the Notes. The Notes will be issued at a price of C$1,000 per C$1,000 principal amount.

The Offering is expected to close on or about November 19, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering to refinance or repay existing indebtedness under Chorus' credit agreement (which was originally incurred to finance the acquisition of SkyCare Air Ambulance), to refinance or repay the Company's amortizing term loans, to redeem the Series C Debentures (as defined below) prior to maturity and for general corporate purposes.

Scotia Capital Inc. is acting as lead active bookrunner in a syndicate that also includes BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., National Bank Financial Inc., TD Securities Inc. and Stifel Nicolaus Canada Inc. The Notes will not be qualified for distribution to the public or registered under the securities laws of any province or territory of Canada. They will only be offered in the provinces of Canada pursuant to applicable exemptions from the prospectus and registration requirements thereunder.

The Notes will be senior unsecured obligations of Chorus and will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of Chorus' subsidiaries. Interest on the Notes will accrue at a rate of 7.00% per annum and will be payable in cash in equal semi-annual payments in arrears on May 19 and November 19 each year, commencing on May 19, 2027.

Chorus also announced today that it intends to redeem (the "Redemption") all of its outstanding 5.75% senior unsecured debentures due June 30, 2027 (the "Series C Debentures") following the closing of the Offering. The Series C Debentures are redeemable prior to maturity at the option of Chorus for an amount equal to C$1,000 for each C$1,000 principal amount of the Series C Debentures plus accrued and unpaid interest up to but excluding the redemption date. Assuming the closing of the Offering, Chorus intends to provide a formal notice of redemption to the holders of the Series C Debentures in accordance with the terms and conditions of the trust indenture governing the Series C Debentures, which will set out the price at which the Series C Debentures shall be redeemed as well as the redemption date. As of the close of trading on November 11, 2026, the aggregate principal amount of the Series C Debentures outstanding was C$47,203,000. The Redemption is expected to be funded by a portion of the net proceeds of the Offering although the timing and source of funding for any redemption will be determined at the Company's discretion.

The Notes and related guarantees have also not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. In the United States, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and similar exemptions under applicable state securities laws. Outside the United States, offers and sales of the Notes will be made in accordance with Rule 903 of Regulation S under the U.S. Securities Act. In Canada, the Notes are being offered on a private placement basis pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws to accredited investors.

No Offer or Solicitation

This news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor will there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by means of a confidential offering memorandum. No securities regulatory authority has either approved or disapproved of the contents of this news release.

Forward-Looking Information

Certain statements contained in this news release constitute forward-looking information and forward-looking statements (collectively referred to herein as "forward-looking information") under applicable securities laws. Forward-looking information is identified by the use of terms and phrases such as "may", "will", "should", "could", "anticipate", "expect", "believe", "predict", "estimate", "continue", "intend", "project", "plan", "aim", "potential" and similar terms and phrases, including negative versions thereof. Specifically, this news release includes forward-looking information in respect of, among other things, the expected completion and timing of the Offering, the anticipated use of the net proceeds from the Offering and the Company's plans to refinance or repay existing indebtedness  and for general corporate purposes, and Chorus' intention to redeem all of its outstanding Series C Debentures prior to maturity and the expected timing and source of funding thereof.

Forward-looking information is based on Chorus' current expectations, estimates, projections and assumptions and is subject to significant risks and uncertainties, many of which are beyond the Company's control. Actual results may differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially include, among others, changes in the aviation industry and general economic, market and credit conditions; risks relating to Chorus' economic dependence on and relationship with Air Canada; changes in interest and currency exchange rates; the failure to satisfy the conditions to closing the Offering; Chorus' ability to secure financing or refinance existing indebtedness and to remain in compliance with its debt covenants; the availability of acquisition opportunities and the ability to complete any proposed acquisition; adverse regulatory developments; and the risks described in Chorus' public disclosure documents available under its profile on SEDAR+ at www.sedarplus.ca.

In making the forward-looking statements in this news release, Chorus has applied several material assumptions, including that the conditions to closing the Offering will be satisfied in a timely manner, the net proceeds of the Offering will be applied as currently anticipated, and there will be no material adverse change in general economic, market or credit conditions. Although Chorus believes these assumptions are reasonable, readers are cautioned not to place undue reliance on forward-looking information.

The forward-looking information contained in this news release represents Chorus' expectations as of the date hereof and is subject to change. Except as required by applicable securities laws, Chorus undertakes no obligation to update or revise any forward-looking information.

About Chorus Aviation Inc.

Chorus is a holding company which owns the following principal operating subsidiaries: Jazz Aviation, the primary provider of regional air services under the Air Canada Express brand; Voyageur Aviation, a provider of specialty charter, aircraft modifications, parts provisioning and in-service support services; SkyCare Air Ambulance, a provider of air ambulance, medical transport and charter services; KADEX Aero Supply, an original equipment manufacturer (OEM) aircraft parts distributor and provider of repair and overhaul services; Cygnet Aviation Academy, an accredited training academy preparing pilots for direct entry into airlines; and Elisen & Associates, a provider of aerospace engineering and certification services. Together, Chorus' subsidiaries provide services that encompass every stage of an aircraft's lifecycle, including: aircraft refurbishment, engineering, modification, repurposing and transition; contract flying; aircraft and component maintenance, disassembly, and parts provisioning; aircraft acquisition and leasing; and pilot training.

Chorus Class A Variable Voting Shares and Class B Voting Shares trade on the Toronto Stock Exchange under the trading symbol 'CHR'. Chorus' 5.75% Senior Unsecured Debentures due June 30, 2027 trade on the Toronto Stock Exchange under the trading symbol 'CHR.DB.C'. For further information on Chorus, please visit chorusaviation.com.

SOURCE Chorus Aviation Inc.