FLY Leasing 5¼% notes due 2024 are exchangeable, consents solicited

Chicago, May 28 – FLY Leasing Ltd.’s 5¼% notes due 2024 are now exchangeable for new notes initially issued by Carlyle Aviation Elevate Merger Subsidiary Ltd. (Elevate) and then to be later assumed by FLY upon consummation of the merger of Elevate and FLY following which FLY will be the surviving company and an indirect wholly owned subsidiary of Carlyle Aviation Elevate Ltd., according to a news release on Friday morning.

In connection with the exchange offer, Elevate is soliciting consents to the proposed amendments and to waive certain provisions to the indenture governing the old notes.

The amendments would amend the ongoing reporting covenant as well as amend certain other provisions of the existing indenture to align with the provisions under the indenture governing the new notes.

The proposed waivers would, among other things, waive the requirement in the existing indenture to make a change of control offer upon consummation of the merger.

Noteholders representing a majority of the principal amount of notes must consent for the amendments to be adopted.

At least $150 million of new notes must be issued as a condition of the exchange.

The total exchange consideration for noteholders who exchange their old notes is $1,000 of new notes for $1,000 of old notes, an amount that includes an early participation consideration of $30 of new notes. The early participation payment includes $5 in cash for each $1,000 note. Noteholders who tender their notes after the early deadline will not receive any early participation payment. There is no separate consent payment for the consent solicitation.

The notes will mature Oct. 15, 2024 and will have interest at the rate of 7% per year, payable semiannually.

Holders may deliver consents without tending their notes, but may not tender notes without delivering consents.

The early participation deadline is 5 p.m. ET on June 11, also the withdrawal deadline.

The exchange offer and consent solicitation will expire at 11:59 p.m. ET on June 25.

Settlement is expected promptly following the expiration date.

Elevate is also planning an offering of $100 million of new notes for cash, fungible with the notes from the exchange offer.

Proceeds from the concurrent offer will be used for general corporate purposes.

D.F. King & Co., Inc. is the exchange agent and information agent for the exchange offer and consent solicitation (800 967-7510, 212 269-5550, fly@dfking.com).

FLY is a Dublin-based aircraft leasing company. FLY is being purchased by Carlyle Aviation in a transaction that is valued at around $2.36 billion with closing expected in the third quarter.

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