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NEW YORK, June 4, 2021 /PRNewswire/ — Signature Aviation US Holdings, Inc. (the “Offeror“), a Delaware corporation and wholly-owned subsidiary of Signature Aviation plc (“Signature” or the “Company“) announces the expiration and final results of its previously announced offer to purchase and consent solicitation (the “Tender Offer“) with respect to its 4.000% Senior Notes due 2028 (the “Notes“) pursuant to the offer to purchase and consent solicitation statement dated April 8, 2021 (the “Offer to Purchase and Consent Solicitation Statement“). Defined terms used but not defined in this announcement have the meanings set forth in the Offer to Purchase and Consent Solicitation Statement or the Standalone Consent Solicitation Statement (as defined below), as applicable.
As of 5:00 p.m., New York City time, on June 4, 2021, the Expiration Date with respect to the Tender Offer, the Offeror has been advised by Global Bondholder Services Corporation, the tender agent and information agent for the Tender Offer, that Notes were validly tendered and not withdrawn, and consents were validly delivered and not revoked pursuant to the Tender Offer, with respect to $536,212,000 aggregate principal amount of Notes, representing approximately 82.49% of the outstanding Notes. The conditions set forth in the Offer to Purchase and Consent Solicitation Statement have been satisfied or waived and the Offeror has accepted all Notes that were validly tendered (and not validly withdrawn) prior to the Expiration Date. The Offeror will make a cash payment equal to (i) the Total Consideration to each registered holder of the Notes that validly tendered (and did not withdraw) its Notes and validly delivered (and did not revoke) consents on or prior to the Early Tender Date, which was at 5:00 p.m., New York City time, on April 21, 2021, pursuant to the Tender Offer and (ii) the Tender Consideration to each registered holder of the Notes that validly tendered (and did not withdraw) its Notes and validly delivered (and did not revoke) consents after the Early Tender Date and prior to the Expiration Date, pursuant to the Tender Offer. The Total Consideration and the Tender Consideration, as applicable, will be paid to such Holders on or around June 7, 2021, the Settlement Date with respect to the Tender Offer.
As previously announced on April 21, 2021, as of 5:00 p.m., New York City time, on April 21, 2021, the Consent Date with respect to the separate consent solicitation (the “Standalone Consent Solicitation“) relating to the Notes pursuant to the standalone consent solicitation statement dated April 8, 2021 (the “Standalone Consent Solicitation Statement“), the Offeror has been advised by Global Bondholder Services Corporation, the information and tabulation agent for the Standalone Consent Solicitation, that consents were validly delivered and not revoked with respect to $102,017,000 aggregate principal amount of Notes, representing approximately 15.69% of the outstanding Notes (and, together with the consents received pursuant to the Tender Offer, approximately 98.19% of the outstanding Notes), pursuant to the Standalone Consent Solicitation. The conditions set forth in the Standalone Consent Solicitation Statement have been satisfied or waived and the Offeror will make a cash payment equal to the Consent Fee to each registered holder of the Notes that validly delivered (and did not revoke) consents on or prior to the Consent Date. The Consent Fee will be paid to such Holders on or around June 7, 2021.
This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Tender Offer was made only pursuant to the Offer to Purchase and Consent Solicitation Statement. The Tender Offer 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 to be made by a licensed broker or dealer, the Tender Offer was 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 for the Tender Offer and as solicitation agent for the Standalone Consent Solicitation. Global Bondholder Services Corporation is acting as the tender agent and information agent for the Tender Offer and as the information and tabulation agent for the Standalone Consent Solicitation.
Requests for documentation 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 may be directed to RBC Capital Markets, LLC 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 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.
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, the Standalone 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 and Consent Solicitation Statement and the Consent Solicitation Statement.
SOURCE Signature Aviation plc
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