Press Release

Signature Aviation U.S. Holdings, Inc. announces a consent solicitation for its 4.000% Senior Notes due 2028

NEW YORK, April 8, 2021 /PRNewswire/ — Signature Aviation US Holdings, Inc. (the “Issuer”), a Delaware corporation and wholly-owned subsidiary of Signature Aviation plc (“Signature”), announces that it has commenced a solicitation of consents (the “Consent Solicitation”) from holders (the “Holders”) of its 4.000% Senior Notes due 2028 (the “Notes”) to certain proposed amendments to the Indenture dated as of November 1, 2019 under which the Notes were issued (the “Indenture”) among the Issuer, Signature, BBA US Investments S.À R.L and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Issuer continues to evaluate alternatives in respect of its outstanding 5.375% notes due May 1, 2026, including potential call options.

The Consent Solicitation is being conducted in connection with the previously announced proposed acquisition of the entire issued and to be issued share capital of Signature (the Issuer’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 Acquisition would constitute a “Change of Control” under the Indenture.  The proposed amendments would eliminate the requirement for the Issuer 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 who validly consent to the proposed amendments as part of the Consent Solicitation on or prior to 5:00 p.m., New York City time, on April 21, 2021, unless extended (such date and time, as they may be extended, the “Consent Date”), will be eligible to receive a consent fee of $2.50 in cash for each $1,000 in principal amount of Notes for which consents are received on or prior to the Consent Date.

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 Issuer due 2026. The Bank Financing will be incurred by the Initial Borrower and, at the election of Bidco, the Issuer, 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 Issuer 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 Issuer.  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 Issuer 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 Issuer 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.

Concurrently with, but separate from the Consent Solicitation, the Issuer has also launched a tender offer and consent solicitation with respect to the Notes, pursuant to which the Issuer has offered to purchase for cash any and all of the Notes tendered with related consents to the proposed amendments described above (the “Offer to Purchase”). Subject to the terms and conditions of the Offer to Purchase, the Issuer is offering to pay each holder $1,012.50 per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) with consents at or prior to 5:00 p.m., New York City time, on April 21, 2021 (as such date and time may be extended), which amount includes an early participation premium of $30.00 per $1,000 principal amount of the Notes and a consent fee of $2.50 per $1,000 principal amount of the Notes.  Subject to the terms and conditions of the Offer to Purchase, the Issuer is offering to pay each holder $982.50 per $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) with consents after April 21, 2021 but at or prior to 5:00 p.m., New York City time, on May 17, 2021 (as such date and time may be extended), which amount includes a consent fee of $2.50 per $1,000 principal amount of the Notes.  In the Offer to Purchase, Holders will also receive accrued and unpaid interest from the last interest payment date up to, but not including, the settlement date for the Notes accepted for purchase in the Offer to Purchase. Holders that tender their Notes and related consents as part of the Offer to Purchase may not provide consents as part of the Consent Solicitation, and Holders that provide consents as part of the Consent Solicitation may not tender their Notes and related consents as part of the Offer to Purchase. The procedures for tendering Notes and providing consents in the Offer to Purchase are different from the procedures for providing consents in the Consent Solicitation.

Approval of the proposed amendments requires consents from Holders of at least a majority in aggregate principal amount of the Notes then outstanding, excluding any Notes owned by the Issuer or any of its affiliates (whether such consents are provided as part of the Consent Solicitation, as part of the Offer to Purchase or a combination of the Consent Solicitation and the Offer to Purchase) (the “Requisite Consents”).  Consents received in both the Consent Solicitation and as part of the separate Offer to Purchase will be aggregated for purposes of determining whether the Requisite Consents are received. Upon receipt of the Requisite Consents, the Issuer, Signature, BBA US Investments S.À R.L. and the Trustee will execute a supplemental indenture setting 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. Except in certain limited circumstances, consents delivered pursuant to the Consent Solicitation may not be withdrawn or revoked after the Requisite Consents are received and the supplemental indenture is executed.

The Issuer’s payment of the consent fee is conditioned upon, among other things, receipt of the Requisite Consents on or prior to the Consent Date and the closing of the Acquisition. If all of the conditions to the Consent Solicitation are satisfied or waived, the Issuer will, promptly after the closing of the Acquisition, pay the consent fee to each Holder who validly consented and did not revoke their consent on or prior to the Consent Date.

No consent fee will be paid if the Requisite Consents are not received, if the Consent Solicitation is terminated prior to the closing date of the Acquisition for any reason or if the Acquisition is not closed.  The Issuer reserves the right to terminate, withdraw or amend the Consent Solicitation at any time and from time to time, as described in the Consent Solicitation Statement dated April 8, 2021 (the “Consent Solicitation Statement”). None of the Issuer, Signature, Bidco, the Solicitation Agent (as defined below), the Trustee, the information and tabulation agent nor any of their respective affiliates makes any recommendation as to whether or not Holders should consent or refrain from consenting with respect to the Notes.

Separate from the Consent Solicitation and the Offer to Purchase, the Issuer 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 Issuer expects this Contemplated Change of Control Offer to expire on or around May 17, 2021 (as such date and time may be extended).  The procedures for tendering Notes in the Offer to Purchase and in the Contemplated Change of Control Offer are separate.  Notes tendered in the Offer to Purchase 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 to Purchase.  If the Requisite Consents are received and the Supplemental Indenture is executed, the Issuer 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 Consent Solicitation is being made only pursuant to the Consent Solicitation Statement.  The 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 Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of the Issuer by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

RBC Capital Markets, LLC is acting as solicitation agent (the “Solicitation Agent”) for the Consent Solicitation. Global Bondholder Services Corporation is acting as the information and tabulation agent for the Consent Solicitation.

Requests for the Consent Solicitation Statement 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 Consent Solicitation may be directed to the 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 Issuer is a wholly-owned subsidiary of Signature and is the issuer of the Notes.

Forward-Looking Statements

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 Issuer, 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 Issuer, 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 Consent Solicitation Statement.

SOURCE Signature Aviation plc


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