Brookfield Special Investments Fund L.P. Agreement to Purchase USD$365 Million of Equity in Chorus Aviation Inc.

Goodmans LLP is acting as corporate counsel to Brookfield in connection with a Subscription Agreement entered into with Chorus Aviation Inc. (“Chorus”) on February 27, 2022, pursuant to which Brookfield (or its affiliates) agreed to subscribe for USD$291 million of newly created preferred shares and USD$74 million of Class A Variable Voting Shares or Class B Voting Shares, and Chorus will also issue Brookfield 18,642,772 common share purchase warrants with an exercise price of CAD$4.60 per share (the “Private Placement”). 

The Private Placement is significant as the net proceeds are intended to be used primarily to fund the acquisition by Chorus of Falko Regional Aircraft Limited (“Falko”), a leading regional aircraft lessor, and interests of the Fortress Investment Group (“Fortress”) in certain aircraft funds managed by Falko (the “Acquisition”). The Acquisition includes Falko’s asset management platform and Fortress' equity interests in 126 owned and managed regional aircraft.