Early results of the previously announced offers
DUBLIN, December 2, 2020 - Avolon Holdings Limited (“Avolon” or the “Company”), the international aircraft leasing company announced today the early results of the previously announced offers to purchase for cash commenced by Avolon Holdings Funding Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Avolon (“Avolon Holdings Funding”) and Park Aerospace Holdings Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Avolon (“Park” and together with Avolon Holdings Funding, the “Offerors,” each an “Offeror” and, together with the Company and its consolidated subsidiaries, “we,” “our” or “us”), for the notes issued by such Offeror, as applicable, listed in the following table (the “Notes”) (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels and (ii) up to an aggregate purchase price (including principal and premium, but excluding Accrued Interest (as defined below)) of $750,000,000 (the “Maximum Tender Cap”) and subject to possible pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below), and our election, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below), to make payment for such Notes on December 3, 2020 (the “Early Settlement Date”). The offers to purchase with respect to each series of Notes are being referred to herein as the “Offers” and each, an “Offer.” Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated November 16, 2020 (as amended or supplemented from time to time, the “Offer to Purchase”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
The withdrawal deadline of 5:00 P.M., New York City time, on December 1, 2020 has passed and accordingly, Notes validly tendered pursuant to the Offers may no longer be withdrawn, except in the limited circumstances described in the Offer to Purchase. As of 5:00 P.M., New York City time, on December 1, 2020 (the “Early Tender Deadline”), approximately $849,725,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn. The table below identifies the principal amount of each Series of Notes validly tendered and not validly withdrawn as of the Early Tender Deadline.
| Issuer | Title of Security | Security Identifiers | Principal Amount Outstanding | Acceptance Priority Level | Series Cap | Principal Amount Tendered as of the Early Tender Deadline |
|---|---|---|---|---|---|---|
| Park | 5.250% Notes due 2022* | CUSIP: 70014LAA8/ G6935L AA1 ISIN: US70014LAA89/ USG6935LAA10 |
$1,775,854,000 | 1 | $500 million aggregate purchase price | $512,966,000 |
| Avolon Holdings Funding | 3.625% senior notes due 2022* | CUSIP:05401AAE1/G0686BAD1 ISIN:US05401AAE10/USG0686BAD13 |
$646,381,000 | 2 | $200 million aggregate purchase price | $224,021,000 |
| Avolon Holdings Funding | 5.500% Notes due 2023* | CUSIP:05401AAA9/G0686BAA7 ISIN:US05401AAA97/USG0686BAA73 |
$462,590,000 | 3 | $50 million aggregate purchase price | $112,738,000 |
* Admitted to trading on the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”).
All documentation relating to the Offers, including the Offer to Purchase, together with any updates, are available from the Information Agent and the Tender Agent, as set forth below. The Offer to Purchase can also be accessed at the following website: https://www.gbsc-usa.com/avolon/. The Offer to Purchase sets forth a complete description of the terms and conditions of the Offers. Holders of the Notes (“Holders”) are urged to read the Offer to Purchase carefully before making any decision with respect to the Offers.
The Offers will expire at 11:59 P.M., New York City time, on December 15, 2020 (as the same may be extended with respect to any Offer, the “Expiration Date”).
The applicable Total Consideration for each $1,000 in principal amount of the Notes validly tendered and not validly withdrawn before the Early Tender Deadline and accepted for purchase pursuant to the Offers will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid price of the applicable Reference Security, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer Managers (as defined below) at 10:00 A.M., New York City time, today, December 2, 2020. In addition to the applicable Total Consideration, accrued and unpaid interest from, the last interest payment date up to, but not including, the applicable Settlement Date will be paid in cash on all validly tendered Notes accepted for purchase in the Offers (the “Accrued Interest”). The Total Consideration, plus Accrued Interest, for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be paid by us in same- day funds on the Early Settlement Date.
Our obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to each Offer, up to the Maximum Tender Cap and any applicable Series Cap, is conditioned on the satisfaction or waiver by us of a number of conditions set forth in the Offer to Purchase, in each case unless waived by us as provided in the Offer to Purchase.
The amounts of each Series of Notes that are accepted for purchase in the Offer will be determined in accordance with the priorities identified in the column “Acceptance Priority Level” in the table above. Subject to the Maximum Tender Cap and any applicable Series Cap, all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level will be accepted for purchase before any validly tendered and not validly withdrawn Notes having a lower Acceptance Priority Level, and all Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes tendered after the Early Tender Deadline and at or prior to the Expiration Date having a lower Acceptance Priority Level. However, any Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline will be accepted for purchase in priority to Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Date even if the Notes tendered after the Early Tender Deadline and at or prior to the Expiration Date have a higher Acceptance Priority Level than the Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline. Notes of the Series in each Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Offers may be subject to proration such that we will only accept for purchase Notes with an aggregate purchase price up to the Maximum Tender Cap or any applicable Series Cap.
We expressly continue to reserve the right, in our sole discretion, to further amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate any of the Offers, including the right to further amend or eliminate the Maximum Tender Cap or any applicable Series Cap, at any time at or prior to the Expiration Date.
Deutsche Bank Securities Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC are serving as the Lead Dealer Managers, and Barclays Capital Inc., BNP Paribas Securities Corp. and MUFG Securities Americas Inc. are serving as Co-Dealer Managers, in connection with the Offers (collectively, the “Dealer Managers”). Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securities, Inc. by calling toll free at 866-627-0391, Mizuho Securities USA LLC by calling toll free at 866-271-7403 or to Wells Fargo Securities, LLC by calling toll free at 800-645-3751
Global Bondholder Services Corporation has been appointed as information agent (the “Information Agent”) and tender agent (the “Tender Agent”) in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation by calling toll free at 866-807-2200 or collect at 212-430-3774 or via e-mail at [email protected] You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.
None of Avolon Holdings Funding, Park, the Company, the Dealer Managers, Global Bondholder Services Corporation, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.
This press release is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities. Neither this press release nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be on behalf of the Company in such jurisdiction.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSE OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
This announcement is released by the Offerors (as defined below) and may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Notes (as defined below). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/155, this announcement is made by the directors of each Offeror.
Note Regarding Forward-Looking Statements
This document includes forward-looking statements, beliefs or opinions, including statements with respect to Avolon’s business, financial condition, results of operations and plans. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on our management’s current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “believe,” “expects,” “may,” “will,” “could,” “should,” “shall,” “risk,” “intends,” “estimates,” “aims,” “plans,” “predicts,” “continues,” “assumes,” “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward- looking statements may and often do differ materially from actual results. No assurance can be given that such future results will be achieved, that any private placement of senior unsecured notes will occur following the investor calls or, regardless of whether a private placement of senior unsecured notes is consummated, that any ratings agencies will upgrade Avolon to investment grade. Avolon does not intend, and undertakes no duty, to update any information contained herein to reflect future events or circumstances, except as required by applicable law.