Carlyle Aviation gives final results of FLY Leasing exchange offer

Chicago, Aug. 2 – Carlyle Aviation Elevate Merger Subsidiary Ltd. announced the expiration and final results of its exchange offer and consent solicitation for the $300 million of 5¼% senior notes due 2024 (Cusip: 34407DAC3) issued by FLY Leasing Ltd., according to a news release.

The offer expired at 11:59 p.m. ET on July 30, after one extension.

Settlement and acceptance of notes is expected for Monday.

As of the expiration date, noteholders tendered $290,447,000 of the notes.

By 5 p.m. ET on July 21, an identical amount of the notes had been tendered for exchange (no additional notes were tendered after July 21), the company reported, up from $288.09 million reported on July 21. The required consents were received by the early deadline to effect the proposed amendments and waivers, as previously reported.

The company was offering to exchange the 5¼% notes for new notes initially issued by Carlyle Aviation Elevate Merger Subsidiary (Elevate), as announced on May 28.

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, to waive some provisions to the indenture governing the old notes.

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

The proposed waivers waived 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 exchanged their old notes was $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 included $5 in cash for each $1,000 note. Noteholders who tendered their notes after the early deadline will not receive any early participation payment. There is no separate consent payment for the consent solicitation.

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

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

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

Elevate was 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 $2.36 billion with closing expected in the third quarter.

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