NEWPORT BEACH, Calif. (Jun. 10, 2020) – Aviation Capital Group LLC (ACG), a leading aircraft asset manager, today announced that it has commenced a cash tender offer to purchase any and all of its 7.125% Senior Notes due October 15, 2020 (CUSIP No. 05367AAA1 (Rule 144A) and U05357AA3 (Regulation S); ISIN US05367AAA16 (Rule 144A) and USU05357AA33 (Regulation S)). As of June 10, 2020, ACG had $600 million aggregate principal amount of the notes outstanding. The tender offer is being made pursuant to an offer to purchase, dated as of June 10, 2020, and a notice of guaranteed delivery. The tender offer will expire at 5:00 p.m., New York City time, on June 16, 2020, unless extended or earlier terminated as described in the offer to purchase (such time and date, as they may be extended, the Expiration Time).
Holders of the notes who validly tender (and do not validly withdraw) their notes prior to the Expiration Time, or who deliver to the tender agent and information agent a properly completed and duly executed notice of guaranteed delivery in accordance with the instructions described in the offer to purchase, will be eligible to receive total cash consideration of $1,000 per $1,000 principal amount of notes, plus any accrued and unpaid interest from the last interest payment date up to, but not including, the Settlement Date (as defined below). Interest will cease to accrue on the Settlement Date for all notes accepted for purchase in the tender offer, including any such notes tendered through guaranteed delivery procedures described in the offer to purchase. As a result, notes tendered through the guaranteed delivery procedures will not receive accrued interest from the Settlement Date through the Guaranteed Delivery Settlement Date (as defined below), which is expected to be one business day after the Settlement Date. Tendered notes may be withdrawn at any time at or prior to the Expiration Time. ACG reserves the right to terminate, withdraw or amend the tender offer at any time, subject to applicable law.
Payment for notes validly tendered in the tender offer and accepted by ACG for purchase will be made on the date referred to as the Settlement Date or, in the case of notes tendered through the guaranteed delivery procedures, the Guaranteed Delivery Settlement Date. The Settlement Date is expected to occur on June 18, 2020 (the second business day after the Expiration Time), and the Guaranteed Delivery Settlement Date is expected to occur on June 19, 2020 (the third business day after the Expiration Time).
The tender offer is subject to the satisfaction or waiver of certain conditions. The tender offer is not conditioned on any minimum amount of notes being tendered.
The tender offer is being made pursuant to the terms and conditions contained in the offer to purchase and related notice of guaranteed delivery, copies of which may be obtained from D.F. King & Co., Inc., the information agent for the offer, by telephone at (800) 669-5550 (toll-free) or for banks and brokers, at (212) 269-5550 (Banks and Brokers only), email at firstname.lastname@example.org or at the following web address: www.dfking.com/acg.
Persons with questions regarding the tender offer should contact the dealer manager: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attn: Liability Management Group, Collect: (212) 834-3424, Toll-Free by telephone at (866) 834-4666.
None of ACG, the dealer manager, the tender offer agent, the information agent or the issuing and paying agent for the notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any notes in response to the tender offer. Holders must make their own decision as to whether to tender any of their notes and, if so, the principal amount of notes to tender. Please refer to the offer to purchase for a description of terms, conditions, disclaimers and other information applicable to the tender offer.
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is being made solely by means of the offer to purchase and the related notice of guaranteed delivery. The tender offer is not being made to holders of securities 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.
About Aviation Capital Group
Aviation Capital Group was founded in 1989 and is one of the world’s premier full-service aircraft asset managers with approximately 500 owned, managed and committed aircraft as of March 31, 2020, which are leased to approximately 90 airlines in approximately 45 countries. ACG is a wholly owned subsidiary of Tokyo Century Corporation.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of applicable federal securities laws. These forward-looking statements include statements regarding expectations as to the transactions contemplated by the tender offer. Any such statements, other than statements of historical fact, are based upon ACG’s current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Such statements speak only as of the time when made, and ACG undertakes no obligation to update any such statement now or in the future.