DUBLIN and NEW YORK, Aug. 2,
2021 /PRNewswire/ -- Global investment firm Carlyle
(NASDAQ: CG) and Fly Leasing Limited (NYSE: FLY) ("FLY") announced
today that an affiliate of Carlyle Aviation Partners ("Carlyle
Aviation") completed its previously announced acquisition of FLY.
Carlyle Aviation is the commercial aviation investment and
servicing arm within Carlyle's $61
billion Global Credit platform. The closing of the
transaction follows the receipt of regulatory approval from all
government authorities required by the merger agreement and
approval by FLY's shareholders. Carlyle Aviation used funds from
its fifth aviation fund, SASOF V, for this acquisition.
In addition, FLY announced today the expiration and final
results of the previously announced offer by Carlyle Aviation
Elevate Merger Subsidiary Ltd. ("Elevate") to exchange (the
"Exchange Offer") the 5.250% senior notes due 2024 (the "Old
Notes") of FLY for newly issued 7.000% senior notes due 2024 (the
"New Notes") and the solicitation by Elevate of consents (the
"Consent Solicitation") to certain proposed amendments (the
"Proposed Amendments") and certain proposed waivers (the "Proposed
Waivers") to the indenture governing the Old Notes (the "Existing
Indenture") pursuant to the exchange offer and consent solicitation
statement, dated May 28, 2021 (the
"Exchange Offer and Consent Solicitation Statement" and, together
with the accompanying eligibility letter, the "Offer
Documents").
Merger
Pursuant to the terms of the merger agreement,
each common share, par value $0.001
per share, of FLY (a "Share") issued and outstanding immediately
prior to the effective time of the merger, including shares
represented by American Depositary Shares (an "ADS"), other than
certain excluded Shares (as described in FLY's proxy statement
relating to the merger), has been canceled and converted into the
right to receive $17.05 per share in
cash, without interest, subject to deduction for any required
withholding tax.
ADS holders of record as of the effective time of the merger who
hold physical certificated American Depositary Receipts ("ADRs")
will receive a letter of transmittal and instructions on how to
surrender their ADR certificates in exchange for the merger
consideration (net of any applicable withholding taxes). ADR
holders of record should wait to receive the letter of transmittal
before surrendering their ADR certificates. For ADSs represented by
book entry that are entitled to the merger consideration, payment
of the merger consideration (net of any applicable withholding
taxes) will be made to ADS holders promptly after Deutsche Bank
Trust Company Americas, FLY's ADS depositary, receives the merger
consideration.
FLY also announced today that it requested that trading of its
ADSs on the New York Stock Exchange ("NYSE") be suspended as of
August 3, 2021. FLY requested that
the NYSE file a Form 25 with the U.S. Securities and Exchange
Commission (the "SEC") notifying the SEC of the delisting of its
ADSs on NYSE and the deregistration of FLY's registered securities.
The deregistration will become effective 90 days after the filing
of Form 25 or such shorter period as may be determined by the SEC.
FLY intends to terminate its reporting obligations under the
Securities Exchange Act of 1934, as amended, by promptly filing a
Form 15 with the SEC. FLY's obligation to file with the SEC certain
reports and forms, including Form 20-F and Form 6-K, will be
suspended immediately as of the filing date of the Form 15 and will
terminate once the deregistration becomes effective.
Exchange Offer and Consent Solicitation
The Exchange
Offer and Consent Solicitation expired at 11:59 p.m., New York
City time, on July 30, 2021
(the "Expiration Date"). As of the Expiration Date, according to
the information provided by D.F. King & Co., Inc., as the
exchange agent and information agent for the Exchange Offer and
Consent Solicitation, $290,447,000 in
aggregate principal amount of the Old Notes, representing
approximately 97% of the total outstanding principal amount of the
Old Notes, had been validly tendered and accepted for exchange by
Elevate in connection with the Exchange Offer and Consent
Solicitation.
The Exchange Offer and Consent Solicitation were subject to the
terms and conditions described in the Exchange Offer and Consent
Solicitation Statement, including the consummation of the merger
with an affiliate of Carlyle Aviation, receipt of consents of the
holders of at least a majority in principal amount of the then
outstanding Old Notes (the "Requisite Consents") and the "Minimum
Issue Condition," pursuant to which, at the Expiration Date, the
aggregate principal amount of New Notes to be issued pursuant to
the Exchange Offer must be at least $150
million.
The amount of outstanding Old Notes validly tendered and not
validly withdrawn as of the Expiration Date satisfies the Minimum
Issue Condition of the Exchange Offer and the receipt of the
Requisite Consents in the Consent Solicitation.
In connection with the receipt of the Requisite Consents to the
Proposed Amendments and Proposed Waivers, FLY and the trustee under
the Existing Indenture amended the Existing Indenture to give
effect to the Proposed Amendments and Proposed Waivers. Following
Settlement of the Exchange Offer and Consent Solicitation, the
amendment to the Existing Indenture became effective.
In addition, following settlement of the Exchange Offer and
Consent Solicitation, the New Notes were issued pursuant to an
indenture, dated August 2, 2021 (the
"New Notes Indenture") between Elevate and UMB Bank National
Association ("UMB"). Substantially concurrently with the issuance
of the New Notes and the closing of the merger of Elevate with and
into FLY, FLY, as the surviving company, and UMB entered into a
supplemental indenture to the New Notes Indenture pursuant to which
FLY assumed all obligations of Elevate under the New Notes
Indenture and the New Notes.
The New 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. Therefore, the New Notes may not be offered
or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
About FLY
FLY is a global aircraft leasing company
with a fleet of modern 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. For more
information visit www.flyleasing.com.
About Carlyle
Carlyle (NASDAQ: CG) is a global
investment firm with deep industry expertise that deploys private
capital across three business segments: Global Private Equity,
Global Credit and Investment Solutions. With $276 billion of assets under management as of
June 30, 2021, Carlyle's purpose is
to invest wisely and create value on behalf of its investors,
portfolio companies and the communities in which we live and
invest. Carlyle employs nearly 1,800 people in 27 offices across
five continents. Further information is available at carlyle.com.
Follow Carlyle on Twitter @OneCarlyle.
About Carlyle Aviation Partners
Carlyle Aviation
Partners is the commercial aviation investment and servicing arm of
Carlyle's $61 billion Global Credit
platform. It is a multi-strategy aviation investment manager that
seeks to capitalize on its extensive technical knowledge, in-depth
industry expertise and long-standing presence in the aviation
sector. As of June 30, 2021, it has a
team of more than 90 employees and offices in the US, Ireland and Singapore.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that are subject to the
safe harbor created thereby. These statements can be identified by
terminology such as "may," "will," "expects," "anticipates,"
"aims," "future," "intends," "plans," "believes," "estimates,"
"likely to" and similar statements. Forward-looking
statements involve inherent risks and uncertainties, and important
factors could cause actual results to differ materially from those
anticipated, including, but not limited to the factors identified
under "Risk Factors" in Part I, Item 3 of FLY's Annual Report on
Form 20-F for the year ended December 31,
2020, and updated in subsequent reports filed by FLY with
the SEC. These reports are available at www.flyleasing.com or
www.sec.gov. Forward-looking statements speak only as of the
date they are made, and FLY undertakes no obligation to update them
in light of new information or future events.
Contacts:
Matt Dallas
Fly Leasing Limited
+1 203-769-5916
ir@flyleasing.com
Christa Zipf
Carlyle
+1 347-621-8967
christa.zipf@carlyle.com
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SOURCE Fly Leasing Limited