Fitch Rates Air Canada's Proposed Senior Secured Credit Facilities 'BB-'/'RR2'

  Fitch Rates Air Canada's Proposed Senior Secured Credit Facilities
  'BB-'/'RR2'

Business Wire

NEW YORK -- June 18, 2013

Fitch Ratings has assigned ratings of 'BB-'/'RR2' to Air Canada's (AC)
proposed US$1 billion senior secured term loan and proposed US$100 million
senior secured revolving credit facility. The Issuer Default Rating (IDR) for
Air Canada (AC) remains unchanged at 'B' with a Positive Outlook. A full
rating list is shown at the end of this release.

Proceeds from the transaction will be used to fund a tender for AC's existing
$900 million first-lien and $200 million second-lien high yield notes
scheduled to mature in 2015 and 2016, respectively. The existing notes are
also callable. The new term loan will feature a six-year maturity, while the
new revolving credit facility will have a four-year maturity.

The transaction will extend the company's largest debt maturities out to 2019,
which Fitch believes is beyond the expected peak in AC's capital spending for
new aircraft. The new credit facilities will also likely feature significantly
lower interest rates than the outstanding high yield notes.

The credit facilities will be secured by a first priority lien on AC's Pacific
route authorities, accounts receivable, certain real estate, spare engines,
ground equipment, and slots at LaGuardia, Heathrow, and Washington-Reagan.
This is the same collateral pool that secures AC's existing secured notes,
with the addition of 10 extra spare engines.

KEY RATING DRIVERS

The 'BB-'/'RR2' rating is driven by Fitch's recovery analysis, which
distributes an estimate of AC's distressed enterprise value to various classes
of debt based on a going-concern assumption. The 'RR2' rating indicates
Fitch's expectation that the secured credit facility holders would receive
superior recovery of 71%-90% of principal in a distressed scenario. Fitch also
performed a recovery analysis based on a liquidation scenario in which
appraised values of the collateral were stressed. This analysis supported the
'RR2' result in the going-concern analysis. Per Fitch' recovery methodology,
an 'RR2' rating is notched up two levels from the underlying IDR.

RATING SENSITIVITIES

The secured credit facilities ratings are tied to AC's IDR and the collateral
securing the facilities. Fitch could consider a negative rating action on the
facilities if there were a significant devaluation of the collateral, or a
downgrade of AC's IDR. A positive rating action on the facilities could follow
an upgrade of AC's IDR.

AC's IDR reflects the company's leveraged balance sheet, adequate liquidity
position and high, but improving cost structure mitigated by AC's extensive
global network and dominant market positions across all segments. The Rating
Outlook for Air Canada's IDR remains positive, reflecting the company's
continued efforts to reduce costs, pay down debt, and expand its presence in
international markets.

Fitch has assigned the following ratings:

Air Canada

--Senior secured term loan B due 2019 'BB-'/'RR2';

--Senior secured revolving credit facility 'BB-'/'RR2'.

Fitch rates Air Canada as follows:

--Long-term IDR 'B';

--Senior secured first-lien debt 'BB'/'RR1';

--Senior secured second-lien debt 'BB-'/'RR2'.

The Rating Outlook is Positive.

Additional information is available at 'www.fitchratings.com'

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Recovery Ratings and Notching Criteria for Nonfinancial Corporate Issuers'
(Nov. 13, 2012).

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=693773

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=793906

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ON THE FITCH WEBSITE.

Contact:

Fitch Ratings
Primary Analyst
Craig D. Fraser
Managing Director
+1-212-908-0310
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10010
or
Secondary Analyst
Joe Rohlena, CFA
Associate Director
+1-312-368-3112
or
Committee Chairperson
Sharon Bonelli
Managing Director
+1-212-908-0581
or
Media Relations:
Brian Bertsch, +1-212-908-0549 (New York)
brian.bertsch@fitchratings.com