NEW YORK, April 8, 2021 /PRNewswire/ -- Signature Aviation US Holdings, Inc. (the "Offeror"), a Delaware corporation and wholly-owned subsidiary of Signature Aviation plc ("Signature"), announces that it has launched a tender offer to purchase for cash (the "Tender Offer") any and all of its outstanding 4.000% Senior Notes due 2028 (the "Notes"). The Offeror continues to evaluate alternatives in respect of its outstanding 5.375% notes due May 1, 2026, including potential call options.
The Tender Offer is being conducted in connection with the previously announced proposed acquisition of the entire issued and to be issued share capital of Signature (the Offeror's parent company and a guarantor of the Notes), other than shares in Signature owned or controlled by Cascade Investment, L.L.C. and the Bill & Melinda Gates Foundation Trust, by Brown Bidco Limited ("Bidco") and Brown Group Holding, LLC (the "Initial Borrower"), newly formed entities to be indirectly and jointly owned by joint offerors comprising (i) funds advised by Blackstone Infrastructure Advisors L.L.C. and funds advised by Blackstone Core Equity Management Associates L.L.C., (ii) Global Infrastructure Management, LLC and (iii) Cascade Investment, L.L.C., to be effected by means of a court-sanctioned Scheme of Arrangement under Part 26 of the U.K. Companies Act 2006 (the "Scheme") (as amended, supplemented, waived or otherwise modified from time to time, the "Acquisition"). The Offeror's obligation to accept and pay for the Notes in the Tender Offer is conditioned upon the closing of the Acquisition.
In connection with the Acquisition, the Initial Borrower received an executed commitment letter (the "Commitment Letter") to finance in part the Acquisition from certain debt commitment parties. The Commitment Letter contemplates an aggregate of up to $2.15 billion in debt financing consisting of (i) a senior secured term loan facility in an aggregate principal amount of up to $1.80 billion (the "Term Loan Facility"), consisting of a single tranche of U.S. dollar-denominated term loans, and (ii) a $350 million senior secured multicurrency revolving credit facility (the "Revolving Facility" and, together with the Term Loan Facility, the "Bank Financing"), up to the entire aggregate principal amount of which may be drawn on and after the closing date of the Acquisition (the "Closing Date") to retire any existing indebtedness of the Company, including the Notes and/or to fund general corporate purposes and/or working capital needs of the Company.
It is expected that the principal amount of the Term Loan Facility will be reduced by the principal amount of the Notes that remain outstanding on the Closing Date after giving effect to the consummation of the transactions, including the Tender Offer, and the notes issued by the Offeror due 2026. The Bank Financing will be incurred by the Initial Borrower and, at the election of Bidco, the Offeror, and Bidco will acquire the issued ordinary shares of the Company that are the subject of the Scheme at the closing of the Acquisition with the Company surviving as a direct subsidiary of Bidco. The Bank Financing will be secured by certain assets of, and shall be guaranteed by, certain direct and indirect parent entities of the Company, the Initial Borrower, the Company, the Offeror and certain U.S. and foreign subsidiaries of the Company either on the Closing Date (with respect to the direct and indirect parent entities of the Company and the Initial Borrower) or within a period of time after the Closing Date (with respect to the other entities) and as a result, the Initial Borrower's obligations under the Bank Financing will become obligations of the Company and the Offeror. The Bank Financing is permitted under the existing terms of the Notes and the Indenture, subject to the Notes becoming secured equally and ratably with the security interests being granted to the secured parties in connection with the Bank Financing for the Acquisition over the assets of the Company, the Offeror and certain U.S. and foreign subsidiaries of the Company. The Notes remaining outstanding after the Settlement Date will become secured on a pari passu basis with the Bank Financing by certain assets of, and shall be guaranteed by the Company, the Offeror and certain U.S. and foreign subsidiaries of the Company after the Settlement Date upon the provision of guarantee and collateral by such entity to the Bank Financing.
In connection with the Tender Offer, the Offeror is soliciting consents from the holders (the "Holders") of the Notes (the "Consent Solicitation") to amend the Indenture, dated as of November 1, 2019 (the "Indenture") among the Offeror, Signature, BBA US Investments S.À R.L and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The Acquisition would constitute a "Change of Control" under the Indenture. The proposed amendments would eliminate the requirement for the Offeror to make a "Change of Control Offer" under the Indenture with respect to the Notes in connection with the Acquisition and would make certain other amendments to the Indenture in respect of the "Change of Control" provisions therein. Holders may not tender their Notes in the Tender Offer without delivering their consents in the Consent Solicitation, and Holders may not deliver their consents in the Consent Solicitation with respect to the Notes without tendering their Notes in the Tender Offer.
Concurrently with, but separate from the Tender Offer and Consent Solicitation, the Offeror is also soliciting consents to the proposed amendments described above pursuant to a separate consent solicitation statement and offering Holders a consent fee in the amount of $2.50 per $1,000 principal amount of Notes in connection therewith (the "Standalone Consent Solicitation"). Holders that tender their Notes and related consents in the Tender Offer and Consent Solicitation may not provide consents to the proposed amendments as part of the Standalone Consent Solicitation, and Holders that provide consents to the proposed amendments as part of the Standalone Consent Solicitation may not tender their Notes and related consents as part of the Tender Offer and Consent Solicitation. The procedures for tendering Notes and providing consents in the Tender Offer and Consent Solicitation are different from the procedures for providing consents in the Standalone Consent Solicitation.
Approval of the proposed amendments requires consents from the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, excluding any consents from the Offeror or any of its affiliates (the "Requisite Consents"). Consents received by the Offeror as part of the Standalone Consent Solicitation will be aggregated with the consents received by the Offeror in the Tender Offer and Consent Solicitation in determining whether the Requisite Consents with respect to the proposed amendments have been received. If consents from a majority of the Holders are received, the Offeror, Signature, BBA US Investments S.À R.L and the Trustee will enter into a supplemental indenture to the Indenture that would set forth the proposed amendments, and the proposed amendments will become operative upon the Issuer providing notice to the information and tabulation agent and the Trustee that it will pay the consent fee.
The Offeror's obligation to accept for purchase and pay for the Notes in the Tender Offer is conditioned upon the satisfaction or waiver of certain conditions precedent, including the consummation of the Acquisition which is expected to take place in the second calendar quarter of 2021. The Tender Offer and the Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on May 17, 2021 (such date and time, as the same may be extended, the "Expiration Date"), unless extended or earlier terminated by the Offeror. The Offeror intends to extend the Expiration Date, without extending the Withdrawal Deadline (as defined below) (unless required by law), to have the settlement date coincide with, or immediately follow, the closing of the Acquisition. Accordingly, any Holder who tenders its Notes (and does not validly withdraw such Notes prior to the Withdrawal Deadline) may be unable to validly withdraw or trade its Notes, in each case, for a period of time, which could be material.
Holders who wish to receive the applicable Total Consideration (as defined below) must validly tender (and not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on April 21, 2021 (such date and time, as the same may be extended, the "Early Tender Date"). Notes may be withdrawn and the related consents may be revoked (and will be revoked upon the withdrawal of the tendered Notes) at any time prior to 5:00 p.m., New York City time, on April 21, 2021, unless extended (such date and time, as the same may be extended, the "Withdrawal Deadline"). Holders who validly tender their Notes after the Early Tender Date and at or prior to the Expiration Date will receive only the applicable Tender Consideration (as defined below). The Tender Offer and Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated April 8, 2021 (the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offer and Consent Solicitation. Holders are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offer and Consent Solicitation.
The applicable consideration for Notes validly tendered (and not validly withdrawn) in the Tender Offer is set forth in the table below.
For each $1,000 principal amount of Notes, excluding accrued and unpaid interest, which interest will be paid in addition to the Tender Consideration or Total Consideration, as applicable. The Tender Consideration includes the Consent Fee of $2.50 per $1,000 principal amount of the Notes.
Payable only to Holders who validly tender (and do not validly withdraw) Notes at or prior to the Early Tender Date.
The Early Participation Premium is included in the Total Consideration.
Holders will also receive accrued and unpaid interest from the last interest payment date of the Notes up to, but not including, the applicable settlement date for the Notes accepted for purchase in the Tender Offer. The settlement date for Notes validly tendered is expected to be on or promptly after the closing date of the Acquisition.
Tenders of Notes in the Tender Offer may be withdrawn and the consents delivered pursuant to the Consent Solicitation may be revoked at any time prior to the Withdrawal Deadline but not thereafter, except to the extent required by applicable law.
The Tender Offer and/or Consent Solicitation may be terminated or withdrawn at any time and for any reason, including if certain conditions described in the Offer to Purchase, including, but not limited to, the Requisite Consent Condition, the Acquisition Condition, and the General Conditions (each as defined in the Offer to Purchase), are not satisfied, subject to applicable law. The Offeror is making the Tender Offer and Consent Solicitation only by, and pursuant to, the terms of the Offer to Purchase. None of the Offeror, Signature Aviation plc, Bidco, the Dealer Manager and Solicitation Agent (as defined below), the Trustee, the tender agent and information agent nor any of their respective affiliates makes any recommendation as to whether or not Holders should tender or refrain from tendering their Notes.
Separate from the Tender Offer and Consent Solicitation, the Offeror intends to commence, on or around April 13, 2021, a "Change of Control Offer" to purchase all outstanding Notes in connection with and conditioned upon the closing of the Acquisition (the "Contemplated Change of Control Offer"), at a purchase price of 101% of the aggregate principal amount of Notes repurchased (the "Change of Control Offer Price"), plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase, in accordance with Section 1009 of the Indenture, and the Offeror expects this Contemplated Change of Control Offer to expire on or around the Expiration Date. The procedures for tendering Notes in the Offer and in the Contemplated Change of Control Offer are separate. Notes tendered in the Offer may not be tendered in the Contemplated Change of Control Offer, and Notes tendered in the Contemplated Change of Control Offer may not be tendered in the Offer. If the Requisite Consents are received and the Supplemental Indenture is executed, the Offeror expects to terminate the Contemplated Change of Control Offer if launched.
This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Tender Offer and Consent Solicitation is being made only pursuant to the Offer to Purchase. The Tender Offer and Consent Solicitation is not being made to Holders 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 Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
RBC Capital Markets, LLC is acting as dealer manager and solicitation agent (the "Dealer Manager and Solicitation Agent") for the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation is acting as the tender agent and information agent for the Tender Offer and Consent Solicitation.
Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 807-2200 (for all others).
Questions or requests for assistance in relation to the Tender Offer and Consent Solicitation may be directed to the Dealer Manager and Solicitation Agent at (212) 618-7843 or Toll Free: (877) 381-2099.
About Signature Aviation plc
Signature is a leading global fixed-base operator ("FBO") network for business and general aviation ("B&GA") travelers and provides premium, full-service flight support, including fuel and non-fuel services, ground handling and technical support for passengers, crew and aircraft. Signature serves customers at more than 360 FBO locations covering key markets in North America, Europe, South America, the Caribbean, Africa and Asia. Following the sale of Ontic on October 31, 2019 and with the ongoing process to sell its engine repair and overhaul business, the Board of Directors of Signature elected to rename the group from BBA Aviation plc to Signature Aviation plc to better align it with its most significant brand in its core market.
Complementary to the core Signature Flight Support FBO business, Signature also comprises EPIC and TECHNICAir. EPIC provides fuel and fuel related services at FBOs across North America including fuel purchasing cards and transaction processing. TECHNICAir provides aircraft maintenance, repair and overhaul with locations throughout the United States and Europe, specialising in small to mid-size, turbine-powered business aircraft.
Signature is listed on the London Stock Exchange. Signature is a public limited company incorporated under the laws of England and Wales and is registered under company number 53688. Signature's registered office is located at 105 Wigmore Street, London, W1U 1QY, England.
The Offeror is a wholly-owned subsidiary of Signature and is the issuer of the Notes.
This press release contains forward-looking statements within the meaning of applicable federal securities laws. The forward-looking statements include, without limitation, statements concerning the Tender Offer and Consent Solicitation and the Acquisition. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Offeror, Signature and Bidco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. The Offeror, Signature and Bidco expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. You should also read "Cautionary Statement Regarding Forward-Looking Statements" in the Offer to Purchase.
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SOURCE Signature Aviation plc