Signature Aviation provides final results of tender offer, solicitation

Chicago, June 4 – Signature Aviation plc subsidiary Signature Aviation US Holdings, Inc. announced the end of its tender offer and consent solicitation for its $650 million outstanding 4% senior notes due 2028 (Cusips: 05545MAC6, U0734MAB7), according to a press release.

The expiration time had been extended to 5 p.m. ET on June 4.

The company received tenders for $536,212,000 principal amount of notes, or 82.49% of the outstanding notes.

Previously the company had announced it had received sufficient consents to amend the notes.

Tender offer

The tender offer was announced on April 9. Settlement is planned for June 7.

As previously reported, 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 for noteholders who tendered their notes early. Interest will also be paid up to the applicable settlement date.

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

The withdrawal deadline was not extended. And, the early participation premium was no longer included in the offer after the early deadline.

As of 5 p.m. ET on May 14, the company had received tenders for $536,208,000 of the notes, or 84.29% of the notes outstanding.

Background and details

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

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

Signature was evaluating alternatives in respect of its outstanding 5 3/8% notes due May 1, 2026, including potential call options. A redemption notice has been issued for those notes for June 7.

Financing for the buyout was 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.

Consent solicitation

With the tender offer, Signature was 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 could not tender their notes in the tender offer without delivering consents in the consent solicitation and vice versa.

Separate consent solicitation

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

Noteholders who participated in the tender offer and linked consent solicitation could not participate in the separate consent solicitation.

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

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

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

The company had received consents, both through the tender offer and the standalone offer, for 98.19% of the notes.

The company received consents from noteholders representing $102,017,000, or 15.69% of the notes, in the standalone consent solicitation.

Consent solicitation fees for the standalone consent will also be paid on June 7.

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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