DUBLIN, March 29, 2021 /PRNewswire/ -- Fly Leasing
Limited (NYSE: FLY) ("FLY") a global leader in aircraft leasing,
announced today that it has entered into a definitive agreement
("Merger Agreement") to be acquired by an affiliate of Carlyle
Aviation Partners ("Carlyle Aviation"), the commercial aviation
investment and servicing arm within The Carlyle Group's
$56 billion Global Credit
platform. Under the terms of the Merger Agreement, FLY
shareholders will receive $17.05 per
share in cash, representing a total equity valuation of
approximately $520 million. The total
enterprise value of the transaction is approximately $2.36 billion. FLY's portfolio of 84 aircraft and
seven engines is on lease to 37 airlines in 22 countries.
"This transaction represents strong value for FLY shareholders
at a time when airlines are facing an extremely difficult
environment and smaller aircraft lessors are disadvantaged in the
debt markets," said Colm Barrington,
CEO of FLY. "After a thorough review and evaluation of its options,
FLY's Board of Directors enthusiastically recommends this
transaction to its shareholders."
The per share cash consideration represents a premium of
approximately 29% to FLY's closing price on March 26, 2021 and a 43% premium to the
volume-weighted average share price during the last 30 trading
days.
The Board of Directors of FLY has approved the Merger Agreement,
acting upon the recommendation of a special committee appointed by
the Board of Directors and consisting solely of independent and
disinterested directors, and has recommended that FLY shareholders
vote in favor of the transaction.
The transaction is expected to close in the third quarter of
2021 and is subject to customary closing conditions, including
applicable regulatory clearance and the approval of FLY's
shareholders. Given the pending transaction, FLY will not
host a first quarter earnings call.
Goldman Sachs & Co. LLC is acting as financial advisor to
FLY and Gibson, Dunn & Crutcher LLP, Clifford Chance US LLP,
Conyers Dill & Pearman, and
McCann FitzGerald are acting as
FLY's legal counsel.
Kirkland & Ellis LLP is acting as legal counsel to BBAM LP,
FLY's manager and servicer.
RBC Capital Markets is acting as financial advisor and providing
financing to Carlyle Aviation on the transaction. Milbank LLP and
Wakefield Quin Limited are acting as legal counsel to Carlyle
Aviation Partners.
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. FLY is managed
and serviced by BBAM LP, a worldwide leader in aircraft lease
management and financing. For more information visit
www.flyleasing.com.
About The Carlyle Group
The Carlyle Group (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
$246 billion of assets under
management as of December 31, 2020,
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. The Carlyle Group employs 1,825 people in 29
offices across five continents. Further information is available
at www.carlyle.com. Follow The Carlyle Group on Twitter
@OneCarlyle.
About Carlyle Aviation Partners
Carlyle Aviation
Partners is the commercial aviation investment and servicing arm of
The Carlyle Group's $56 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. It has total assets under management of
$6.1 billion, with a team of more
than 90 employees and offices in the US, Ireland and Singapore. Carlyle Aviation Partners has 246
aircraft owned, managed or committed to purchase with 93 airline
lessees in 53 countries.
Additional Information and Where to Find It
This
communication is being made in respect of the proposed transaction
involving the Company and Carlyle Aviation Partners. In
connection with the proposed transaction, the Company intends to
file relevant materials with the Securities and Exchange Commission
(the "SEC"), including a proxy statement. Promptly after
filing its proxy statement with the SEC, the Company will mail or
otherwise provide the proxy statement and a proxy card to each
shareholder of the Company entitled to vote at the special meeting
relating to the proposed transaction. This communication is
not a substitute for the proxy statement or any other document that
the Company may file with the SEC or send to its shareholders in
connection with the proposed transaction. BEFORE MAKING ANY
VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED
TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. The proxy statement and other relevant materials
in connection with the proposed transaction (when they become
available), and any other documents filed by the Company with the
SEC, may be obtained free of charge at the SEC's website at
www.sec.gov or at the Company's website at www.flyleasing.com.
Participants in the Solicitation
This communication
does not constitute a solicitation of proxy, an offer to purchase,
or a solicitation of an offer to sell any securities. The
Company and its directors and executive officers are deemed to be
participants in the solicitation of proxies from shareholders in
connection with the proposed transaction. Information
regarding the names of such persons and their respective interests
in the proposed transaction, by securities holdings or otherwise,
will be set forth in the proxy statement when it is filed with the
SEC. Additional information regarding these individuals is set
forth in the Company's Annual Report on Form 20-F for the fiscal
year ended December 31, 2020, filed
with the SEC on March 1, 2021.
These documents are (or, when filed, will be) available free of
charge at the SEC's website at www.sec.gov or at the Company's
website at www.flyleasing.com.
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. Statements that are not historical or
current facts, including statements about beliefs and expectations
and statements relating to the proposed transaction involving the
Company, Parent and Merger Sub, are forward-looking statements.
These forward-looking statements are often, but not always, made
through the use of words or phrases such as "may," "will,"
"anticipate," "estimate," "plan," "project," "continuing,"
"ongoing," "expect," "believe," "intend," "predict," "potential,"
"opportunity" and similar words or phrases or the negatives of
these words or phrases. 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 satisfaction of the conditions
precedent to the consummation of the proposed transaction,
including, the receipt of shareholder and regulatory approvals;
unanticipated difficulties or expenditures relating to the proposed
transaction; legal proceedings, judgments or settlements, including
those that may be instituted against the Company, the Company's
board of directors and executive officers and others following the
announcement of the proposed transaction; disruptions of current
plans and operations caused by the announcement and pendency of the
proposed transaction; potential difficulties in employee retention
due to the announcement and pendency of the proposed transaction;
the response of customers, suppliers, business partners and
regulators to the announcement of the proposed transaction; and
other risks and uncertainties and the factors identified under
"Risk Factors" in Part I, Item 3 of the Company's Annual Report on
Form 20-F for the year ended December 31,
2020, and updated in subsequent reports filed by the Company
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 the Company undertakes
no obligation to update them in light of new information or future
events.
Contact:
Matt Dallas
Fly Leasing Limited
+1 203-769-5916
ir@flyleasing.com
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SOURCE Fly Leasing Limited