LIMERICK, Ireland, July 28, 2023 /PRNewswire/ — NAC Aviation 29 Designated Activity Company (the “Company“) today announced amendments to (i) its previously announced 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 set forth in the Company’s amended Offer to Purchase and dated July 28, 2023 (as amended hereby, the “Amended Offer to Purchase“) and (ii) the concurrent purchase by way of assignment from lenders (the “TLB Lenders“), of 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 Company is hereby amending the Amended Offer to Purchase to (1) amend the Early Tender Premium component of the Total Consideration (both as defined in the Amended Offer to Purchase) from $30.00 to $10.00 per $1,000 principal amount 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; (2) extend the Early Tender Time and the Withdrawal Deadline (both as defined in the Amended Offer to Purchase) from 5:00 p.m., New York City time, on August 7, 2023 to 5:00 p.m., New York City time, on August 10, 2023; and (3) a clarificatory change to the table on the second page of the Amended Offer to Purchase. These amendments apply to both the Notes Offer and the TLB Offer.
The change in the Early Tender Premium has been made to ensure compliance with the requirements as set out in Clause 4.3 of side letter no. 2 to the intercreditor agreement that was entered into by, among others, the Company on 18 July 2023.
No further action is required to be taken by holders who have already validly tendered and not validly withdrawn their NAC 29 Debt in order to receive the Total Consideration, including the amended Early Tender Premium. Except as described herein, other terms of the previously announced Debt Purchase Transactions remain unchanged.
The complete terms and conditions of the Notes Offer are described in the Amended Offer to Purchase, dated July 28, 2023, 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 Notes 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 Amended Auction Notice dated July 28, 2023, 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).
Cautionary Statement
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 Amended 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 Amended 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.
Contacts:
Nordic Aviation Capital:
Media contact: [email protected]
Global Bondholder Services Corporation:
65 Broadway – Suite 404
New York, NY 10006
United States
Attn: Corporate Actions
Banks and Brokers call: +1 (212) 430-3774
Toll free +1 (855) 654-2014
Email: [email protected]
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SOURCE NAC Aviation 29 Designated Activity Company
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