LIMERICK, Ireland, July 25, 2023
NAC Aviation 29 Designated Activity Company (the “Company“) announced today that it has commenced an offer to purchase an amount up to the Tender Cap (as defined below) of its 4.75% Senior Secured Notes due June 30, 2026 (the “Notes“) at a purchase price per $1,000 principal amount of Notes for cash (the “Notes Offer“) as determined in accordance with the terms and conditions set forth in the confidential Notes Offer to Purchase (the “Offer to Purchase“) dated July 25, 2023. Concurrently with the Notes Offer, the Company is seeking to purchase, by way of assignment from lenders (the “TLB Lenders“), loans (the “TLB Loans“) under its term loan B credit agreement dated as of June 1, 2022 between, among others, the Company as a borrower, the financial institutions named therein as original lenders and Wilmington Trust (London) Limited as agent for the lenders (as amended from time to time, the “Term Loan B Credit Agreement” and, together with the Notes, the “NAC 29 Debt“), on substantially the same economic terms as the Notes Offer (the “TLB Offer” and, together with the Notes Offer, the “Debt Purchase Transactions“). The maximum aggregate amount (at face value) of NAC 29 Debt to be purchased by the Company pursuant to the Debt Purchase Transactions is $80,000,000 (the “Tender Cap“). The accepted bid price range is $875.00 to $905.00 per $1,000.00 principal amount of NAC 29 Debt.
Holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on August 7, 2023 (the “Early Tender Time“) will be eligible to receive the Total Consideration (as defined in the Offer to Purchase), which includes an early tender premium equal to $30.00 per $1,000 principal amount (the “Early Tender Premium“), for each $1,000 principal amount of Notes validly tendered and accepted for purchase by the Company, plus accrued and unpaid interest to, but excluding, the settlement date. Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will not be eligible to receive the Early Tender Premium. The Total Consideration shall be equal to the Clearing Price (as defined below), as determined pursuant to a “modified Dutch Auction” procedure. Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 7, 2023. The Notes Offer is scheduled to expire at 5:00 p.m., New York City time, on August 22, 2023, unless extended or earlier terminated (such time, as may be extended, the “Expiration Time“). Settlement of any Notes that have been validly tendered and accepted for purchase is expected to occur on the third business day following the Expiration Time. The same timeline is also applicable with respect to TLB Lenders wishing to participate in the TLB Offer.
The consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) after the Early Tender Time and at or prior to the Expiration Time, and accepted for purchase pursuant to the Notes Offer, shall be equal to (i) the Total Consideration minus (ii) the Early Tender Premium (the “Tender Offer Consideration“).
The consideration for each $1,000 in principal amount of TLB Loans that are validly offered (and not validly withdrawn) and accepted for purchase pursuant to the TLB Offer at or prior to the Early Tender Time or the Expiration Time, as the case may be, will be equal to the amount of the Total Consideration or the Tender Offer Consideration, respectively.
As more fully described in the Offer to Purchase or the Auction Notice to be delivered to the TLB Lenders with respect to the TLB Offer (the “TLB Auction Notice“) (as the case may be), under the “modified Dutch Auction” procedure, the Company will accept NAC 29 Debt validly tendered or offered (and not validly withdrawn) in the Notes Offer or the TLB Offer, as the case may be, in the order of the lowest to the highest Bid Prices (as defined in the Offer to Purchase) specified or deemed to have been specified by tendering Holders and/or offering TLB Lenders, and will select the single lowest Bid Price so specified that will enable it to purchase an amount of NAC 29 Debt equal to the Tender Cap (or, if the amount of NAC 29 Debt validly tendered or offered in the Notes Offer or the TLB Offer, as the case may be, is less than the Tender Cap, then all NAC 29 Debt so tendered or offered and not validly withdrawn), which is referred to as the “Clearing Price.” Acceptance of NAC 29 Debt may be subject to proration as described in the Offer to Purchase or the TLB Auction Notice (as the case may be).
The complete terms and conditions of the Notes Offer are described in the Offer to Purchase, dated the date hereof, a copy of which may be obtained from Global Bondholder Services Corporation, the tender agent and information agent (the “Tender and Information Agent“) for the Tender Offer, by telephone at +1 (855) 654-2014 (U.S. toll free) and +1 (212) 430-3774 (collect), in writing at 65 Broadway – Suite 404, New York, New York 10006, Attention: Corporate Actions.
The complete terms of the TLB Offer are described in the Auction Notice dated the date hereof, a copy of which may be obtained from Deutsche Bank Securities Inc. as purchase agent (the “Purchase Agent“) for the TLB Offer by telephone at +1 (855) 287-1922 (toll-free) or +1 (212) 250-7527 (collect), or in writing at One Columbus Circle, New York, New York 10019, Attention: Liability Management Group.
The Company has engaged Deutsche Bank Securities Inc. to act as the dealer manager (the “Dealer Manager“) in connection with the Notes Offer and as Purchase Agent in connection with the TLB Offer. Questions regarding the terms of the Debt Purchase Transactions may be directed to the Deutsche Bank Securities Inc. by telephone at +1 (855) 287-1922 (toll-free) and +1 (212) 250-7527 (collect).
None of the Company, the Dealer Manager, the Purchase Agent, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders and/or lenders should or should not tender any NAC 29 Debt in response to the Debt Purchase Transactions or expressing any opinion as to whether the terms of the Debt Purchase Transactions are fair to any holder or lender. Holders and/or lenders must make their own decision as to whether to tender any of their NAC 29 Debt and, if so, the principal amount of NAC 29 Debt to tender and the bid price at which to tender. Holders of Notes should refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Notes Offer, and TLB Lenders should refer to the TLB Auction Notice for a description of the offer terms, conditions, disclaimers and other information applicable to the TLB Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Notes Offer is being made solely by means of the Offer to Purchase. The Debt Purchase Transactions are 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. In those jurisdictions where the securities, blue sky or other laws require any Debt Purchase Transactions to be made by a licensed broker or dealer, the Debt Purchase Transactions will be deemed to be made on behalf of the Company by the Dealer Manager or Purchase Agent (as applicable) or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
About Nordic Aviation Capital
NAC is a global leader in regional aircraft leasing and is expanding into larger narrowbody aircraft leveraging its world-class asset management platform. The firm is based in Ireland and currently has offices also in Singapore, Denmark, Toronto and Beijing.
Forward Looking Information Disclaimer
Some of the statements in this press release constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the Company’s intent and belief or current expectations and may be identified by the use of words like “anticipate”, “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “should,” “seek,” the negative of these terms or other comparable terminology. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, without limitation, the Company’s ability to consummate the Debt Purchase Transactions, as well as matters beyond the Company’s control. Forward-looking statements are not guarantees of future performance, results or events.
Nordic Aviation Capital:
Media contact: firstname.lastname@example.org
Global Bondholder Services Corporation:
65 Broadway – Suite 404
New York, NY 10006
Attn: Corporate Actions
Banks and Brokers call: +1 (212) 430-3774
Toll free +1 (855) 654-2014