Air Canada (TSX: AC) (the "Company")  announced the closing of its previously announced private offering (the "Senior Secured Notes Offering") of C$2.0 billion of 4.625% senior secured notes due 2029 (the "Canadian Dollar Notes") and US$1.2 billion of 3.875% senior secured notes due 2026 (the "US Dollar Notes", and together with the Canadian Dollar Notes, the "Notes"). Air Canada also announced today the closing of its previously announced US$2.9 billion new senior secured credit facility, comprised of a US$2.3 billion new term loan B maturing in 2028 (the "Term Loan"), together with a new undrawn US$600 million revolving credit facility maturing in 2025 (the "Revolving Facility" and, together with the Term Loan, the "Senior Secured Credit Facilities")

Air Canada received aggregate gross proceeds of approximately C$7.1 billion from the sale of the Notes and from the Senior Secured Credit Facilities. Air Canada applied the proceeds from the sale of the Canadian Dollar Notes, together with the proceeds from the Term Loan, to (i) satisfy and discharge all of the Company's outstanding C$200 million aggregate principal amount of its 4.75% senior secured notes due 2023 and redeem all of the Company's outstanding C$840 million aggregate principal amount of its 9.00% second lien notes due 2024, (ii) repay all of the Company's US$1,178 million of indebtedness outstanding under the loan agreement dated as of October 6, 2016, which is comprised of a syndicated secured US dollar term loan B facility and a syndicated secured US dollar revolving credit facility and (iii) satisfy applicable transaction costs, fees and expenses. The balance of the proceeds are being retained for working capital and other general corporate purposes of Air Canada and its subsidiaries. The Revolving Facility is undrawn as of the date hereof, and any future borrowings thereunder are also intended to fund working capital and other general corporate purposes of Air Canada and its subsidiaries.

The Notes and Air Canada's obligations under the Senior Secured Credit Facilities are senior secured obligations of the Company, secured on a first-lien basis, subject to certain permitted liens, by certain collateral comprised of substantially all of the Company's international routes, airport slots and gate leaseholds.

The Notes were offered and sold on a private placement basis and were not offered by way of a prospectus in Canada. The Notes were offered to accredited investors in Canada. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws.

This press release does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy any securities and shall not constitute an offer, solicitation or sale in the United States or in any other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction. The Senior Secured Notes Offering was made only by means of an offering memorandum.

TD Securities, Citi, J.P. Morgan, Barclays, BofA Securities, Credit Suisse and Morgan Stanley acted as joint book-running managers in respect of the Canadian Dollar Notes and BMO Capital Markets, CIBC Capital Markets, Deutsche Bank Securities, HSBC, National Bank Financial Markets, RBC Capital Markets and Scotiabank acted as co-managers in respect of the Canadian Dollar Notes. Citi, J.P. Morgan, TD Securities, Barclays, BofA Securities, Credit Suisse, Deutsche Bank Securities and Morgan Stanley acted as joint book-running managers in respect of the US Dollar Notes and BMO Capital Markets, CIBC Capital Markets, HSBC, National Bank of Canada Financial Markets, RBC Capital Markets and Scotiabank acted as co-managers in respect of the US Dollar Notes.