DUBLIN – December 2, 2020 - Avolon Holdings Limited (“Avolon” or the “Company”), the international aircraft leasing company, announced today the pricing terms of the previously announced offers 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”), to purchase for cash the notes listed in the table below (the “Notes”) (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels and (ii) subject to the Maximum Tender Cap (as defined below), any applicable Series Cap and pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below). The offers to purchase with respect to each series of Notes are 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.
Because the aggregate purchase price (including principal and premium, but excluding Accrued Interest (as defined below)) of the Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on December 1, 2020 (the “Early Tender Deadline”) exceeds the Maximum Tender Cap and each applicable Series Cap, we will accept for purchase such Notes in accordance with the Acceptance Priority Levels, subject to the proration factors, each as set forth in the table below and as further described in the Offer to Purchase, so as not to exceed the Maximum Tender Cap or the applicable Series Caps.
The applicable Total Consideration for each $1,000 in principal amount of Notes validly tendered and not validly withdrawn before the Early Tender Deadline and accepted for purchase pursuant to the Offers was determined by reference to the applicable fixed spread for each Series of Notes over the yield (the “Tender Offer Yield”) based on the bid price of the applicable reference security, in each case as set forth in the table below. The Tender Offer Yields (as determined pursuant to the Offer to Purchase) listed in the table below were determined at 10:00 A.M., New York City time, today, December 2, 2020, by the Dealer Managers (as defined below). The Total Consideration for each Series includes an early tender premium (the “Early Tender Premium”) of $30.00 per $1,000 principal amount of Notes accepted for purchase and accounts for the par call date, if applicable.
The following table sets forth the pricing terms for the Offers:
| Issuer | Title of Security | Security Identifiers | Principal Amount Outstanding | Acceptance Priority Level | Proration Factor (rounded) | Series Cap | Tender Offer Yield | Reference Security | Fixed Spread | Total Consideration(1) |
|---|---|---|---|---|---|---|---|---|---|---|
| Park | 5.250% Notes due 2022* | CUSIP: 70014L AA8/ G6935L AA1 ISIN: US70014LAA89/ USG6935LAA10 |
$1,775,854,000 | 1 | 93% | $500 million aggregate purchase price | 2.370% | 0.125% UST due 10/31/2022 | 220bps | $1,045.40 |
| Avolon Holdings Funding | 3.625% senior notes due 2022* | CUSIP: 05401AAE1/ G0686BAD1 ISIN: US05401AAE10/ USG0686BAD13 |
$646,381,000 | 2 | 88% | $200 million aggregate purchase price | 2.220% | 0.125% UST due 10/31/2022 | 205bps | $1,018.28 |
| Avolon Holdings Funding | 5.500% Notes due 2023* | CUSIP: 05401A AA9/ G0686B AA7 ISIN: US05401AAA97/ USG0686BAA73 |
$462,590,000 | 3 | 43% | $50 million aggregate purchase price | 3.373% | 0.250% UST due 11/15/2023 | 315bps | $1,041.45 |
* Admitted to trading on the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”).
(1) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline. Excludes Accrued Interest. Includes the Early Tender Premium (as defined herein).
We expect settlement for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase to occur on December 3, 2020. All payments for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will also include accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date (the “Accrued Interest”). All Notes that have been accepted for purchase will be retired and canceled and will no longer remain outstanding obligations of the Company, the Issuers or any of the Company’s other subsidiaries. Such Notes will also be delisted from Euronext Dublin. Subject to the foregoing, an aggregate of $478,286,000 principal amount of the 5.250% Notes due 2022 will be accepted for purchase and canceled, and $1,297,568,000 principal amount will remain outstanding; an aggregate of $196,410,000 principal amount of the 3.625% senior notes due 2022 will be accepted for purchase and canceled, and $449,971,000 principal amount will remain outstanding; and an aggregate of $48,010,000 principal amount of the 5.500% Notes due 2023 will be accepted for purchase and canceled and $414,580,000 principal amount will remain outstanding.
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”). As a result of reaching the previously announced amount of $750,000,000 (as so amended, the “Maximum Tender Cap”) by the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase, regardless of their Acceptance Priority Level. Notes not accepted for purchase will be returned promptly to the tendering holders of the Notes (“Holders”) (or, in the case of Notes tendered by book-entry transfer, such Notes will be promptly credited to the account maintained at The Depository Trust Company from which such Notes were delivered) and otherwise returned in accordance with the Offer to Purchase.
We expressly reserve the right, in our sole discretion, to 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 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 collect at 212-430-3774 (for banks and brokers) or toll free at 866-924-2200 (for all others) 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. The Offer to Purchase can also be accessed at the following website: https://www.gbsc-usa.com/avolon/.
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 PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
This announcement is released by the Offerors 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. 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.