FLY Leasing gives early results of exchange offer, consent solicitation

Chicago, June 14 – FLY Leasing Ltd. provided early participation results of its exchange offer for any and all of the 5¼% notes due 2024 exchangeable for new notes initially issued by Carlyle Aviation Elevate Merger Subsidiary Ltd. (Elevate) and the related consent solicitation, according to a press release.

As of the early participation time of 5 p.m. ET on June 11, noteholders had tendered $285,809,000 of the $300 million outstanding notes (Cusip: 34407DAC3).

The notes are going to be originally issued by Carlyle 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., as previously reported.

Noteholders who tendered their notes were also deemed to have given consent to proposed amendments.

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

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

The proposed waivers will, 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 had to consent for the amendments to be adopted.

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 bear interest at the rate of 7% per year, payable semiannually.

Holders may not deliver consents without tendering their notes and may not tender notes without delivering consents. This was originally reported differently, that noteholders could deliver consents without tendering their notes.

The early participation deadline was 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.

There was a minimum condition for the exchange offer of at least $150 million, which has been satisfied.

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 new notes offer will be used for general corporate purposes.

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

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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