DUBLIN, Feb. 28, 2018 /PRNewswire/ -- Fly Leasing Limited
("FLY") (NYSE: FLY) today announced that it has entered into a
definitive agreement with AirAsia Berhad ("AAB") (KLSE: 5099) and
its subsidiary, Asia Aviation Capital Limited ("AAC"), under which
FLY will acquire 54 Airbus narrowbody aircraft and seven CFM
engines on lease to AAB and its affiliates (the "AirAsia
Group"), and one Airbus narrowbody aircraft on lease to a
third-party airline. In addition, FLY will acquire the option
to purchase an additional 20 Airbus A320neo family aircraft, not
subject to lease, which begin delivering from the manufacturer in
2019.
At the closing of the initial stage of the transaction, FLY will
acquire 34 Airbus A320-200 aircraft and seven aircraft
engines. Of these aircraft, which have an average age of 6.6
years and a remaining lease term of 6.2 years, 33 are on lease to
five different airlines within the AirAsia Group, and one aircraft
is on lease to a third-party airline.
In addition to the aircraft acquired in the first stage of the
transaction, FLY has agreed to acquire 21 A320neo family aircraft
that will be subject to 12-year leases to AirAsia Group
airlines. These 21 aircraft are scheduled to deliver new from
the manufacturer between 2019 and 2021.
In the final stage of the transaction, FLY will acquire the
option to purchase an additional 20 Airbus A320neo family aircraft,
not subject to lease, which begin delivering from the manufacturer
in 2019.
Under the terms of the agreement, AAB will receive approximately
$1.0 billion in cash and 3,333,333
newly-issued FLY shares at $15.00 per
share as part of the initial stage of the transaction. The
shares acquired by AAB will be subject to lock-up arrangements
through 2021, and voting and standstill agreements, and will be
entitled to registration rights.
In addition, an affiliate of Onex Corporation ("Onex") and the
management team of BBAM Limited Partnership ("BBAM") will each
acquire 666,667 newly-issued FLY shares at $15.00 per share, for total consideration of
$20 million. When added to
pre-existing shareholdings by Onex and the BBAM management team,
these investors will hold a total of 5.5 million shares, or 17% of
the company's proforma outstanding shares.
The transaction is expected to close in the second and third
quarters of 2018, subject to approval by AAB shareholders, receipt
of necessary regulatory approvals and satisfaction of other
customary closing conditions.
The transaction is part of a larger acquisition under which FLY,
together with BBAM's other capital partners, Nomura Babcock & Brown and Incline Aviation,
will acquire a total of 132 aircraft from AAB and its subsidiary
AAC, as well as options to acquire 50 A320neo family aircraft, to
be delivered in the future. AAB will also make a $50 million investment in Incline Aviation as
part of its consideration.
FLY's CEO Colm Barrington
commented: "We are thrilled to partner with one of Asia's premier and fastest expanding airline
groups. These investments will grow FLY's fleet with the most
attractive and newest generation of narrowbody aircraft on known
lease and financing terms. This transaction is expected to
drive high levels of stable, long-term profitability and cash flows
at FLY for the benefit of our stakeholders."
Tan Sri Tony Fernandes, AirAsia
Group Chief Executive Officer, added: "The AirAsia Group is
delighted to begin this new, long-term partnership with Steve and
the rest of the team at BBAM. BBAM has a similar culture to
AirAsia. Steve is a great entrepreneur with a strategic vision and
he has built a strong team with great attention to detail that is
incredibly passionate about what they do. I am confident that his
management team will drive the value of our investment in both FLY
and Incline." Mr. Fernandes commented further, "This is a
perfect outcome to a strategy we started in 2004 and I'm thrilled
at the execution of our long-term vision. We have now disposed most
of our physical non-core assets and we are thrilled to be embarking
on our new digital strategy, which will build a very valuable group
of assets."
Steve Zissis, Chief Executive
Officer of BBAM, commented: "BBAM is providing FLY with unique
access to a major investment opportunity that FLY would not have
been able to pursue on its own. We passionately believe
BBAM's unique structure enables us to offer unparalleled fleet
planning solutions to our airline customers by enabling us to
participate in large scale transactions that few of our peers can
deliver." Mr. Zissis further commented, "Tony and his team
have built an incredible business at AirAsia and we feel fortunate
in having this opportunity to build a long-term partnership with an
organization of this caliber."
Advisors
Vedder Price and Jones Day acted as legal advisors to FLY.
BNP Paribas, Citi, Commonwealth Bank of Australia and Deutsche Bank have provided
committed financing to FLY for the transaction. EY and KPMG
acted as tax advisors to FLY.
Conference Call and Webcast for Investors and
Analysts
In connection with the press release, management will host a
conference call and webcast with slide presentation to discuss the
acquisition on Thursday, March 1 at 9:00 am Eastern Time. Participants should dial +1
253-237-1145 (International) or 800-535-7056 (North America) and enter confirmation code
6594009. Please call at least five minutes early to allow for
connection time.
A live webcast with slide presentation will be available on the
Events & Presentations page in the Investor Relations section
of FLY's website at www.flyleasing.com. A webcast replay will be
available on the company's website for one year.
About FLY
FLY is a global aircraft leasing company with a fleet of modern,
high-demand and fuel-efficient commercial jet aircraft. FLY leases
its aircraft under multi-year operating lease contracts to a
diverse group of airlines throughout the world. FLY is managed and
serviced by BBAM and its affiliates, a worldwide leader in aircraft
lease management and financing. For more information visit
www.flyleasing.com.
About AirAsia Group
AirAsia, the world's leading low-cost carrier group, services an
extensive network of over 130 destinations across Asia Pacific. Since starting operations
in 2001, AirAsia has carried more than 400 million guests and grown
its fleet from just two aircraft to over 200. The airline is
proud to be a truly Asean (Association of Southeast Asian Nations)
airline with established operations based in Malaysia, Indonesia, Thailand and the
Philippines as well as India and Japan, servicing a network stretching across
Asia, Australia and New
Zealand, the Middle East
and the US. AirAsia has been named the World's Best Low-Cost
Airline at the annual Skytrax World Airline Awards nine times in a
row from 2009 to 2017. AirAsia was also awarded World's
Leading Low-Cost Airline for the fifth consecutive year at the 2017
World Travel Awards, where it became the inaugural recipient of the
World's Leading Low-Cost Airline Cabin Crew award.
About BBAM
BBAM is the world's largest dedicated manager of investments in
leased commercial jet aircraft providing over 200 airline customers
in more than 50 countries with fleet and financing solutions over
the last three decades. BBAM is the only manager in the aircraft
leasing industry focused exclusively on generating investment
returns for third-party investors. BBAM currently has more than 400
aircraft under management and employs over 120 professionals at its
headquarters in San Francisco and
in additional offices in New York,
London, Tokyo, Singapore, Zurich, Dublin, and Santiago. For more information about BBAM,
please visit its website at www.bbam.com.
About Onex
Onex is one of the oldest and most successful private equity
firms. Through its Onex Partners and ONCAP private equity
funds, Onex acquires and builds high-quality businesses in
partnership with talented management teams. At Onex Credit,
Onex manages and invests in leveraged loans, collateralized loan
obligations and other credit securities. Onex has more than
$32 billion of assets under
management, including $6.8 billion of
Onex proprietary capital, in private equity and credit securities.
With offices in Toronto,
New York, New Jersey and London, Onex and the team are collectively the
largest investors across Onex' platforms.
Onex' businesses have assets of $47
billion, generate annual revenues of $30 billion and employ approximately 162,000
people worldwide. Onex shares trade on the Toronto Stock Exchange
under the stock symbol ONEX. For more information on Onex,
visit its website at www.onex.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by words such
as "expects," "intends," "anticipates," "plans," "believes,"
"seeks," "estimates," "will," or words of similar meaning and
include, but are not limited to, statements regarding the outlook
for FLY's future business, operations and financial performance,
including the expected benefits of the transaction; whether and
when the transactions described herein (the "Transactions") will be
consummated; the amount of cash and stock consideration to be paid
by FLY; the type, amount and terms of the acquisition financing to
be obtained by FLY; and, the amount of any fees and expenses
incurred in connection with the Transactions. Forward-looking
statements are based on management's current expectations and
assumptions, which are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict. Actual
outcomes and results may differ materially due to global political,
economic, business, competitive, market, regulatory and other
factors and risks, including risks relating to the satisfaction of
conditions to the closing of the Transactions; risks relating to
satisfaction of conditions to the financing of the Transactions;
risks relating to FLY's ability to obtain additional required
financing for the Transactions on favorable terms, or at all; the
risk that expected benefits of the Transactions may not be fully
realized or may take longer to realize than expected; the risk that
business disruption resulting from the Transactions may be greater
than expected; and the risk that FLY may be unable to achieve its
portfolio growth expectations, or to reap the benefits of such
growth. Further information on the factors and risks that may
affect FLY's business is included in filings FLY makes with the
Securities and Exchange Commission (the "SEC") from time to time,
including its Annual Report on Form 20-F and its Reports on Form
6-K. FLY expressly disclaims any obligation to update or revise any
of these forward-looking statements, whether because of future
events, new information, a change in its views or expectations, or
otherwise.
Contact:
Matt Dallas
Fly Leasing Limited
+1 203-769-5916
ir@flyleasing.com
View original content with
multimedia:http://www.prnewswire.com/news-releases/fly-leasing-to-acquire-major-aircraft-portfolio-300606231.html
SOURCE Fly Leasing Limited