WestJet Airlines Ltd. Completes $400 Million Senior Notes Offering

July 23, 2014

Client: THE TORONTO-DOMINION BANK

WestJet Airlines Ltd., a Canadian low-cost carrier that provides scheduled and charter air service to 90 destinations in Canada, the United States, Europe, Mexico, Central America and the Caribbean, completed an offering of $400,000,000 aggregate principal amount of 3.287% senior notes due July 23, 2019. The notes were assigned a credit rating of BBB- from SP, and are unconditionally guaranteed on a senior unsecured basis by WestJet, an Alberta partnership, WestJet Encore Ltd., and certain other subsidiaries of WestJet Airlines Ltd.

The notes were sold on a private placement "best efforts" agency basis by a syndicate of agents led by TD Securities Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. as joint book-runners and also including BMO Nesbitt Burns Inc., Citigroup Global Markets Canada Inc., HSBC Securities (Canada) Inc., Morgan Stanley Canada Limited, Scotia Capital Inc., National Bank Financial Inc. and AltaCorp Capital Inc.

The net proceeds of the offering will be used for the repayment of certain existing indebtedness and for general corporate purposes, including to finance aircraft acquisitions.

Norton Rose Fulbright acted for the agents. The team was led by Rick Borden and included Jennifer Kennedy, Marcus Archer, Darren Hueppelsheuser, Peter Wiazowski, Marlow Gereluk, Rashi Sengar and Elizabeth von Engelbrechten.