02 Aug 2021
AVOLON ANNOUNCES PRIVATE EXCHANGE OFFERS FOR 8 SERIES OF DEBT SECURITIES FOR UP TO $1.25 BILLION OF NEW NOTES
Dublin | August 2, 2021: Avolon Holdings Funding Limited (“AHFL” or the “Issuer”), a Cayman Islands exempted company and a direct wholly-owned subsidiary of Avolon Holdings Limited, the international aircraft leasing company (“Avolon” or the “Company” and, together with its consolidated subsidiaries, “we,” “our” or “us”) today announced the commencement of offers, for its own account and on behalf of Park Aerospace Holdings Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Avolon (“Park”), to exchange the 8 outstanding series of debt securities listed in the table below (the “Old Notes”) for newly issued debt securities of AHFL (the “New Notes”) (the “Exchange Offers”), in each case on the terms and subject to the conditions set forth in the Offering Memorandum dated August 2, 2021 (the “Offering Memorandum” and, together with the eligibility letter, the “Exchange Offer Documents”). Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who are not acting for the account or benefit of a U.S. Person and are “Non-U.S. qualified offerees” (as defined in the eligibility letter) are authorized to receive the Offering Memorandum and to participate in the Exchange Offers (each such holder, an “Eligible Holder”).
The Exchange Offers will each expire at 11:59 p.m. (Eastern time) on August 27, 2021, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Expiration Date”). To be eligible to receive the Total Exchange Price (as defined below), which includes the applicable Early Participation Payment (as defined below), Eligible Holders must validly tender their Old Notes at or prior to 5:00 p.m. (Eastern time) on August 13, 2021, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Early Participation Date”). Eligible Holders who validly tender their Old Notes after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the Exchange Price (as defined below), which does not include the applicable Early Participation Payment. Both the Total Exchange Price and the Exchange Price are payable in principal amount of New Notes and in the case of two series the Cash Amount (as defined below). All Eligible Holders whose Old Notes are accepted in an Exchange Offer will receive the applicable Accrued Coupon Payment (as defined below) in addition to their Total Exchange Price or Exchange Price, as applicable, as further described in the Offering Memorandum.
Old Notes tendered for exchange may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on August 13, 2021, unless extended or earlier terminated (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Exchange Offer, the “Withdrawal Date”), but not thereafter.AHFL is offering to accept for purchase validly tendered Old Notes using a “waterfall” methodology under which such Old Notes of a different series will be accepted in the order of their Acceptance Priority Levels listed below, subject to a $1.25 billion cap on the maximum aggregate principal amount of New Notes that AHFL will issue in all of the Exchange Offers (the “New Notes Cap”). The Exchange Offers are subject to the terms and conditions described in the Offering Memorandum, including (i) the Acceptance Priority Procedures (as described below), (ii) the New Notes Cap, (iii) the condition that, as of the Price Determination Date, the combination of the yield of the New Notes and the Total Exchange Price for the applicable series of Old Notes would result in the New Notes and such Old Notes not being treated as “substantially different” under FASB Accounting Standards Codification (“ASC”) 470-50 (the “Accounting Treatment Condition”), and (iv) only with respect to any validly tendered Old Notes not settled on the Early Settlement Date, a tax condition, which is satisfied as long as AHFL determines, in its reasonable judgement, that it is highly likely that the New Notes issuable in exchange for such Old Notes will be issued in a “qualified reopening” for U.S. federal income tax purposes, as determined on the applicable Expiration Date (the “Tax Condition”). In addition, the Exchange Offers are subject to the minimum issue requirement, pursuant to which the aggregate principal amount of New Notes to be issued pursuant to the Exchange Offers must be at least $500 million (the “Minimum Issue Requirement”).
On the terms and subject to the conditions set forth in the Offering Memorandum, AHFL is offering to purchase the following outstanding debt securities for the New Notes in an aggregate principal amount not to exceed the New Notes Cap, together with, as applicable, the Cash Amount, as described below:
|Title of Security||Principal
|1||Park||70014LAA8/G6935LAA1||5.250% notes due 08/15/22||$1,234,023,000||$30||1.75% due July 15, 2022||FIT3||+50||$180|
|2||AHFL||05401AAA9/G0686BAA7||5.500% notes due 01/15/23||$414,580,000||$30||0.125% due July 31, 2023||FIT1||+59||$120|
|3||AHFL||05401AAB7/G0686BAB5||5.125% notes due 10/01/23||$993,675,000||$30||0.125% due July 31, 2023||FIT1||+74|
|4||Park||70014LAB6/G6935LAB9||5.500% notes due 02/15/24||$1,192,644,000||$30||0.375% due July 15, 2024||FIT1||+75|
|5||Park||70014LAC4/G6935LAC7||4.500% notes due 03/15/23||$879,963,000||$30||0.125% due July 31, 2023||FIT1||+66|
|6||AHFL||05401AAD3/G0686BAC3||5.250% notes due 05/15/24||$740,072,000||$30||0.375% due July 15, 2024||FIT1||+80|
|7||AHFL||05401AAF8/G0686BAE9||3.950% notes due 07/01/24||$977,179,000||$30||0.375% due July 15, 2024||FIT1||+80|
|8||AHFL||05401AAK7/G0686BAJ8||5.500% notes due 01/15/26||$650,000,000||$30||0.625% due July 31, 2026||FIT1||+120|
With respect to the 5.250% notes due 08/15/22 in Acceptance Priority 1 and 5.500% notes due 01/15/23 in Acceptance Priority 2 only, in lieu of paying the Total Exchange Price or Exchange Price, as applicable, only in principal amount of New Notes, AHFL will pay in cash the Cash Amount. The “Cash Amount” is the amount shown in this column per each $1,000 principal amount of such series of Old Notes validly tendered at or prior to the applicable Early Participation Date or applicable Expiration Date and accepted for exchange. The balance of the Total Exchange Price or Exchange Price, as applicable, will be payable in principal amount of New Notes. AHFL may, at its option, elect to increase or decrease the principal amount of New Notes exchangeable for each $1,000 principal amount of each such applicable series of Old Notes tendered and accepted by up to $100 per $1,000 principal amount, with a corresponding increase or decrease in the Cash Amount. Any such adjustment would not affect the Total Exchange Price or Exchange Price, as applicable, but would adjust the relative allocation between cash and New Notes.
Subject to the satisfaction or waiver of the conditions of the Exchange Offers, the “Acceptance Priority Procedures” will operate as follows:
- first, if the aggregate Total Exchange Price minus the aggregate Cash Amount of all Old Notes validly tendered at or prior to the applicable Early Participation Date by Eligible Holders does not exceed the New Notes Cap, then AHFL will accept all such Old Notes. However, if the aggregate Total Exchange Price minus the aggregate Cash Amount of all Old Notes validly tendered at or prior to the applicable Early Participation Date by Eligible Holders exceeds the New Notes Cap, then AHFL will (i) accept for exchange all validly tendered Old Notes of each series starting at the highest Acceptance Priority Level (level 1) and moving sequentially to Old Notes of each series having a lower Acceptance Priority Level (the lowest of which is level 8) until the aggregate Total Exchange Price minus the aggregate Cash Amount of all validly tendered Old Notes of a series, combined with the aggregate Total Exchange Price minus the aggregate Cash Amount of all accepted Old Notes of series with higher Acceptance Priority Levels, is as close as possible to, but does not exceed, the New Notes Cap, (ii) accept on a prorated basis validly tendered Old Notes of the series with the next lower Acceptance Priority Level and (iii) not accept for exchange (x) any such Old Notes of a series with an Acceptance Priority Level below the prorated series or (y) any Old Notes validly tendered after the applicable Early Participation Date; and
- second, if the New Notes Cap is not exceeded at the applicable Early Participation Date, we will repeat the steps described in the prior bullet with respect to Old Notes validly tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, in order to determine the aggregate principal amount of such Old Notes that we will accept for exchange. All Old Notes, regardless of Acceptance Priority Level, that are validly tendered at or prior to the applicable Early Participation Date will have priority over any Old Notes validly tendered after the applicable Early Participation Date.
Provided that all conditions to the Exchange Offers have been satisfied or waived by AHFL by the applicable Early Participation Date, all Old Notes validly tendered at or prior to the applicable Early Participation Date and accepted for exchange will be settled on the third business day after the applicable Early Participation Date (the “Early Settlement Date”). The “Final Settlement Date,” if any, is the date on which AHFL will settle all Old Notes validly tendered and accepted for exchange, and not previously settled on the Early Settlement Date. The Final Settlement Date is expected to be the third business day after the applicable Expiration Date, unless extended with respect to any Exchange Offer.
The New Notes will mature on November 18, 2027 and will bear interest at a rate per annum (the “New Notes Coupon”) that will be equal to the sum of (a) the yield of the 0.625% U.S. Treasury Security due July 31, 2026, as calculated by the lead dealer managers in accordance with standard market practice and as described in the Offering Memorandum, plus (b) 180 basis points, such sum rounded to the third decimal place when expressed as a percentage. Pursuant to the Minimum Issue Requirement, AHFL will not complete the Exchange Offers if the aggregate principal amount of New Notes to be issued would be less than $500,000,000.
Promptly after 10:00 a.m. (Eastern time) on August 16, 2021, unless extended with respect to an Exchange Offer (such date and time with respect to an Exchange Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”), AHFL will issue a press release specifying, among other things, (i) the Total Exchange Price for each series of Fixed Rate Notes, (ii) the New Notes Coupon, (iii) the aggregate principal amount of Old Notes validly tendered at or prior to the applicable Early Participation Date and accepted for exchange in each Exchange Offer, (iv) the proration factor (if any) to be applied and (v) the aggregate principal amount of New Notes to be issued and the Cash Amount payable for the applicable series of Old Notes on the applicable Early Settlement Date.
If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Global Bondholder Services Corporation will act as the Information Agent and the Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers, including for assistance in completing an eligibility letter, or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The eligibility letter can be accessed at the following link https://gbsc-usa.com/eligibility/avolon.
If AHFL terminates any Exchange Offer with respect to one or more series of Old Notes, it will give prompt notice to the Exchange Agent and all Old Notes tendered pursuant to such terminated Exchange Offer will be returned promptly to the tendering holders thereof. With effect from such termination, any Old Notes blocked in DTC will be released. Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers before the deadlines specified herein and in the Exchange Offer Documents. The deadlines set by any such intermediary and each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Exchange Offer Documents.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Old Notes. The Exchange Offers are being made solely pursuant to the Offering Memorandum and related documents. The Exchange Offers are not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offers to be made by a licensed broker or dealer, the Exchange Offers will be deemed to be made on behalf of AHFL by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this communication is not being directed at persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.
In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area and the United Kingdom, qualified investors within the meaning of the Prospectus Regulation and (B) (i) persons that are outside the United Kingdom or (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or within Article 43 of the Financial Promotion Order, or to high net worth companies, and other persons to whom financial promotions may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order (such persons together being “relevant persons”). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on either the Offering Memorandums or any of its contents. For purposes of the foregoing, the “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OFTHE MARKET ABUSE REGULATION (EU) 596/2014 This announcement is released by AHFL 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 AHFL.
Cautionary Statement 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, including the exchange offers and any consummation thereof. 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 new senior notes will occur or that the exchange offers will be consummated. 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.