Signature Aviation begins tender offer, solicits consents for 4% notes

Chicago, April 9 – Signature Aviation plc subsidiary Signature Aviation US Holdings, Inc. has launched a tender offer for its $650 million outstanding 4% senior notes due 2028 (Cusips: 05545MAC6, U0734MAB7), according to a press release.

The tender consideration is $982.50 per $1,000 notes plus an early participation premium of $30 for a total consideration of $1,012.50. Interest will also be paid up to the applicable settlement date.

The early participation deadline is 5 p.m. ET on April 21, also the withdrawal deadline.

The withdrawal deadline is not likely to be extended.

The deadline for the tender offer and the consent solicitation is 5 p.m. ET on May 17, a date that is expected to be extended.

Background and details

The tender offer is being conducted in connection with the previously announced proposed buyout of the company by Blackstone, Cascade and Global Infrastructure Partners for $5.62 per share in cash, for the entire issued and to be issued share capital of Signature not owned by Cascade and the Bill & Melinda Gates Foundation Trust.

The tender offer is conditioned upon the closing of the acquisition.

Separate from the tender offer and the consent solicitation, Signature expects to start a change-of-control offer around April 13 to purchase the notes at 101 plus interest. However, if the consent solicitation mentioned below is successful, this would be terminated.

Signature is evaluating alternatives in respect of its outstanding 5 3/8% notes due May 1, 2026, including potential call options.

Financing for the buyout is coming from $2.15 billion of credit facilities, including a $350 million five-year revolver and a $1.8 billion seven-year covenant-lite term loan B.

Notes that remain outstanding after the tender offer will impact the size of the bank loan, in that the principal amount of the bank loan will be reduced by the amount of notes outstanding after the tender offer.

Consent solicitation

With the tender offer, Signature is soliciting consents from noteholders that would eliminate the requirement for the company to make a change-of-control offer under the indenture in relation to the acquisition and make some other changes regarding the change of control.

Noteholders cannot tender their notes in the tender offer without delivering consents in the consent solicitation and vice versa.

Separate consent solicitation

Signature is also soliciting consents to the proposed amendments mentioned above in a standalone consent solicitation.

Noteholders who participate in the tender offer and linked consent solicitation cannot participate in the separate consent solicitation.

Noteholders who participate in the standalone solicitation will receive $2.50 per $1,000 note as a consent fee.

The standalone consent solicitation deadline is 5 p.m. ET on April 21.

In the aggregate, from both consent solicitations, consent is needed from a majority of noteholders for the amendments to become part of the supplemental indenture and become operative.

Agents

RBC Capital Markets, LLC (212 618-7843, 877 381-2099) is the dealer manager and solicitation agent.

Global Bondholder Services Corp. (212 430-3774, 866 807-2200) is the tender agent and information agent.

Signature Aviation is a London-based aviation services company.

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