KKR and Altavair Close Sale and Leaseback of Four Airbus A350-900 Aircraft with Singapore Airlines

SEATTLE–(BUSINESS WIRE)– KKR, a leading global investment firm, and Altavair L.P., a leader in commercial aviation finance, announced today the closing of a sale and leaseback with Singapore Airlines (SIA) of four Airbus A350-900 aircraft. The acquisition was funded by funds and accounts managed by KKR, with Altavair acting as servicer on the assets.

“We were honored to be selected by Singapore Airlines to participate in these transactions,” said Steve Rimmer, CEO of Altavair. “Singapore Airlines is continually recognized as one of the top international carriers and we are extremely pleased to be continuing our relationship with them with this new agreement.”

“This transaction with Singapore Airlines is another exciting milestone as we continue to deepen our trusted relationships with leading carriers around the world,” said Dan Pietrzak and Brandon Freiman, Partners at KKR. “These four modern aircraft operated by a world-class airline are a great addition to Altavair’s portfolio.”

About KKR

KKR is a leading global investment firm that offers alternative asset management and capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life, and reinsurance products under the management of The Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

About Altavair L.P.

Altavair L.P. is an asset manager focusing on the acquisition of new and used commercial aircraft for leasing to domestic and international passenger airlines and cargo operators. Since its inception in 2003, Altavair has completed over $9 billion in commercial aircraft lease transactions with over 60 airline customers in 28 countries representing over 200 individual Boeing and Airbus aircraft. Altavair maintains offices in Seattle, London, Dublin and Singapore. For more information, please visit www.altavair.com.

Timothy O’Hara
+1 425-369-8062
timothy.ohara@altavair.com

Source: KKR and Altavair

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Carlyle Aviation Partners to Acquire Fly Leasing for $17.05 Per Share

Carlyle

Largest Aircraft Fleet Acquisition for Carlyle Aviation Partners

NEW YORK – Global investment firm The Carlyle Group (NASDAQ: CG) announced today that an affiliate of Carlyle Aviation Partners, the commercial aviation investment and servicing arm of Carlyle’s $56 billion Global Credit platform, has signed an agreement to acquire Fly Leasing Limited (NYSE: FLY), a global leader in aircraft leasing. Under the terms of the agreement, FLY shareholders will receive $17.05 per share in cash, representing a total valuation of approximately $520 million. The total enterprise value of the transaction is approximately $2.36 billion. FLY’s portfolio of 84 aircraft and seven engines is on lease to 37 airlines in 22 countries.

William Hoffman, Chairman of Carlyle Aviation Partners, said, “This transaction, our largest fleet acquisition to date, will add 84 predominantly mid-life aircraft on lease to a diversified group of airlines to our managed portfolio. These aircraft fit strategically within our business and will give us an opportunity to create meaningful value for our investors.”

The FLY Board of Directors has approved the agreement, acting upon the recommendation of a special committee appointed by the Board of Directors consisting solely of independent and disinterested directors, and recommended that FLY shareholders vote in favor of the transaction.

The transaction is expected to close in the third quarter of 2021 and is conditioned upon the satisfaction of certain customary closing conditions, including but not limited to, customary shareholder and regulatory approvals.

Carlyle Aviation Partners will use funds from its fifth aviation fund, SASOF V, for this acquisition.

Carlyle Aviation Partners is a multi-strategy aviation investment manager that seeks to capitalize on its extensive technical knowledge, in-depth industry expertise and long-standing presence in the aviation sector. It has total assets under management of $6.1 billion, with a team of more than 90 employees and offices in the US, Ireland and Singapore. Carlyle Aviation Partners has 246 aircraft owned, managed or committed to purchase with 93 airline lessees in 53 countries.

RBC Capital Markets is acting as financial advisor and providing financing to Carlyle Aviation Partners on the transaction.  Milbank LLP and Wakefield Quin Limited are acting as legal counsel to Carlyle Aviation Partners.

Goldman Sachs & Co. LLC is acting as financial advisor to FLY and Gibson, Dunn & Crutcher LLP, Clifford Chance US LLP, Conyers Dill & Pearman, and McCann FitzGerald are acting as FLY’s legal counsel.

Kirkland & Ellis LLP is acting as legal counsel to BBAM LP, FLY’s manager and servicer.

* * * * *

About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Investment Solutions. With $246 billion of assets under management as of December 31, 2020, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs 1,825 people in 29 offices across five continents. Further information is available at www.carlyle.com. Follow The Carlyle Group on Twitter @OneCarlyle.

About FLY
FLY is a global aircraft leasing company with a fleet of modern and fuel-efficient commercial jet aircraft. FLY leases its aircraft under multi-year operating lease contracts to a diverse group of airlines throughout the world. FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing. For more information visit www.flyleasing.com.

Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving Carlyle Aviation Partners and Fly Leasing Limited (“FLY”).  In connection with the proposed transaction, FLY intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement.  Promptly after filing its proxy statement with the SEC, FLY will mail or otherwise provide the proxy statement and a proxy card to each shareholder of FLY entitled to vote at the special meeting relating to the proposed transaction.  This communication is not a substitute for the proxy statement or any other document that FLY may file with the SEC or send to its shareholders in connection with the proposed transaction.  BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF FLY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT FLY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.  The proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by FLY with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at FLY’s website at www.flyleasing.com.

Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities.  FLY and its directors and executive officers are deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction.  Information regarding the names of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in FLY’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on March 1, 2021.  These documents are (or, when filed, will be) available free of charge at the SEC’s website at www.sec.gov or at FLY’s website at www.flyleasing.com.

Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. There may be events in the future, however, that we are not able to predict accurately or control. You should not place undue reliance on these forward-looking statements, which speak only as of the date on which we make it. Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited to, the satisfaction of the conditions precedent to the consummation of the proposed transaction, including, the receipt of shareholder and regulatory approvals; unanticipated difficulties or expenditures relating to the proposed transaction; legal proceedings, judgments or settlements, including those that may be instituted against FLY, FLY’s board of directors and executive officers and others following the announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the response of customers, suppliers, business partners and regulators to the announcement of the proposed transaction and the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in filings we and FLY make with the Securities and Exchange Commission, and it is not possible for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Unless otherwise stated, all figures and statistics contained herein are as of December 31, 2020.  This release does not constitute an offer for any Carlyle fund.

Media contact
Christa Zipf
Christa.zipf@carlyle.com
347-621-8967

###

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AE Industrial Partners Completes Sale-Leaseback Transaction with Allegiant Air

Ae Industrial Partners

AE Industrial Partners Completes Sale-Leaseback Transaction with Allegiant Air

Boca Raton, FL – November 16, 2020 – AE Industrial Partners, LP (“AEI”), a private equity firm specializing in Aerospace, Defense & Government Services, Power Generation, and Specialty Industrial markets, announced today the completion of a sale and leaseback transaction with Allegiant Air (“Allegiant”) involving four Airbus A319 aircraft. The transaction is the firm’s first aircraft leasing transaction made from its AE Industrial Partners Aerospace Opportunities Fund, an aircraft and engine leasing investment platform launched early this year. Terms of the transaction were not disclosed.

“We are excited to embark on this partnership with Allegiant and to complete the first aircraft leasing transaction for our AE Industrial Partners Aerospace Opportunities Fund,” said Mark Satran, Senior Managing Director at AEI. “We believe that Allegiant, with its low-cost, domestic leisure business model, is well-positioned for a strong return in 2021, as travelers look to reunite with family and friends. The workhorse nature of the A320 family aircraft is a great fit for our investors, and we’re impressed by what Allegiant’s management has rapidly accomplished during these turbulent times for the aviation industry.”

“The investment from AEI will provide Allegiant with greater flexibility as we address an unprecedented time in the industry. We were happy with the results of this transaction and look forward to an ongoing collaboration,” said Robert Neal, Treasurer and Vice President of Fleet & Corporate Finance at Allegiant.

About Allegiant Travel Company
Las Vegas-based Allegiant (NASDAQ: ALGT) is an integrated travel company with an airline at its heart, focused on connecting customers with premier leisure experiences – from vacations to hometown family entertainment. Since 1999, Allegiant Air has linked travelers in small-to-medium cities to world-class vacation destinations with all-nonstop flights and industry-low average fares. Today, Allegiant’s all-Airbus fleet serves communities across the nation, with base airfares less than half the cost of the average domestic roundtrip ticket. For more information, visit us at Allegiant.com. Media information, including photos, is available at gofly.us/iiFa303wrtF.

About AE Industrial Partners
AE Industrial Partners is a private equity firm specializing in Aerospace, Defense & Government Services, Power Generation, and Specialty Industrial markets. AE Industrial Partners invests in market-leading companies that can benefit from our deep industry knowledge, operating experience, and relationships throughout our target markets. AE Industrial Partners is a signatory to the United Nations Principles for Responsible Investment. Learn more at www.aeroequity.com.

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CONTACT:
Lambert & Co.
Jennifer Hurson
(845) 507-0571
jhurson@lambert.com

or

Caroline Luz
(203) 656-2829
cluz@lambert.com

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Atlas Air Worldwide and Titan Aviation Holdings Announce Financing Facilities with CDPQ, BNP Paribas, and volofin

Cdpq

Capital Solutions PURCHASE, NEW YORK,
share

 
Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW) today announced that Titan Aircraft Investments Ltd., a joint venture of its Titan Aviation Holdings, Inc. subsidiary and Bain Capital Credit, has entered into a US$300 million warehouse financing agreement with a subsidiary of Caisse de dépôt et placement du Québec (CDPQ), a global institutional investor, and BNP Paribas as joint lead arrangers and lenders. Titan Aircraft Investments has also separately entered into a US$200 million bridge financing agreement with volofin Capital Management being the sole lender and arranger.

The warehouse facility will provide debt capital to finance the acquisition of freighter aircraft leases by Titan Aircraft Investments and the bridge facility will provide debt capital to finance the conversion of passenger aircraft into freighter configuration.

“We are excited to partner with CDPQ, BNP Paribas, and volofin on these key financing facilities,” said Michael T. Steen, President and Chief Executive Officer of Titan Aviation Holdings and Executive Vice President and Chief Commercial Officer of Atlas Air Worldwide. “These facilities will enable Titan Aircraft Investments to serve the strong market demand for freighters and airfreight capacity, supported by the rapid expansion of express and e-commerce networks worldwide.”

“By partnering with best-in-class air cargo solutions provider, Titan Aviation, as well as leading aviation lender, BNP Paribas, and investor, Bain Capital Credit, we have the opportunity to leverage our deep knowledge of the evolving transportation and global e commerce sectors with our capacity to craft innovative financing structures,” said Martin Laguerre, Managing Director, Capital Solutions, CDPQ. “This investment is well aligned with our Capital Solutions strategy to create tailored solutions backed by high-quality assets in great demand by strong counterparties, such as global freight aircraft lessors, and to achieve attractive risk-adjusted returns.”

“It has been great to work with the Atlas and Titan teams on this project,” added Stewart Tanner, Senior Managing Director, volofin Capital Management. “volofin has used its extensive market knowledge and experience to create a bespoke and innovative structure to allow Titan the flexibility it needs within the bridge facility to both acquire and convert in-demand aircraft.”

Titan Aviation Holdings and Bain Capital Credit formed the joint venture in December 2019 to develop a diversified freighter aircraft leasing portfolio with an anticipated value of approximately US$1 billion. The long-term joint venture aims to capitalize on demand for cargo aircraft, underpinned by robust e-commerce and express market growth. Under the joint venture, Bain and Titan have committed to collectively provide US$400 million of equity capital to acquire aircraft over the next several years, which may be supplemented with additional commitments over time. Titan is also providing aircraft- and lease-management services to the venture.

The air cargo industry plays a very important role in the global economy, fueled by accelerated demand for e-commerce and express services. Titan Aircraft Investments is well-positioned to contribute to the growth of the global freighter fleet.

About Titan Aviation Holdings, Ltd. and Atlas Air Worldwide

Titan Aviation Holdings is a freighter-centric leasing company that provides dry leasing solutions to airlines worldwide. Titan’s fleet of cargo aircraft support customers including international flag carriers, express operators, e-commerce providers, and regional and domestic carriers. Titan’s deep airfreight domain expertise and innovative asset management solutions help customers quickly ramp up their aviation operations while minimizing capital investment. Since its inception in 2009, Titan has grown to become the third largest freighter lessor globally by fleet value with 30 aircraft and book value of over $1.4 billion.

Atlas Air Worldwide is a leading global provider of outsourced aircraft and aviation operating services. It is the parent company of Atlas Air, Inc., Southern Air Holdings, Inc. and Titan Aviation Holdings, Inc., and is the majority shareholder of Polar Air Cargo Worldwide, Inc. Our companies operate the world’s largest fleet of 747 freighter aircraft and provide customers the broadest array of Boeing 747, 777, 767 and 737 aircraft for domestic, regional and international cargo and passenger operations.

Atlas Air Worldwide’s press releases, SEC filings and other information may be accessed through the company’s home page, www.atlasairworldwide.com.

About Bain Capital Credit

Bain Capital Credit is a leading global credit specialist with approximately $41 billion in assets under management. Bain Capital Credit invests up and down the capital structure and across the spectrum of credit strategies, including leveraged loans, high-yield bonds, distressed debt, private lending, structured products, non-performing loans and equities.

About Caisse de dépôt et placement du Québec (CDPQ)

Caisse de dépôt et placement du Québec (CDPQ) is a long-term institutional investor that manages funds primarily for public and para-public pension and insurance plans. As at June 30, 2020, it held CA$333.0 billion in net assets. As one of Canada’s leading institutional fund managers, CDPQ invests globally in major financial markets, private equity, infrastructure, real estate and private debt. For more information, visit www.cdpq.com, follow us on Twitter @LaCDPQ or consult our Facebook or LinkedIn pages.

About BNP Paribas

BNP Paribas is a leading bank in Europe with an international reach. It has a presence in 71 countries, with approximately 199,000 employees, of which more than 151,000 in Europe. The Group has key positions in its three main activities: Domestic Markets and International Financial Services (whose retail-banking networks and financial services are covered by Retail Banking & Services) and Corporate & Institutional Banking, which serves two client franchises: corporate clients and institutional investors. The Group helps all its clients (individuals, community associations, entrepreneurs, SMEs, corporates and institutional clients) to realise their projects through solutions spanning financing, investment, savings and protection insurance.

In Europe, the Group has four domestic markets (Belgium, France, Italy and Luxembourg) and BNP Paribas Personal Finance is the European leader in consumer lending.

BNP Paribas is rolling out its integrated retail-banking model in Mediterranean countries, in Turkey, in Eastern Europe and a large network in the western part of the United States. In its Corporate & Institutional Banking and International Financial Services activities, BNP Paribas also enjoys top positions in Europe, a strong presence in the Americas as well as a solid and fast-growing business in Asia-Pacific.

About volofin Capital Management

volofin Capital Management is a finance company focused on delivering reliable and innovative financing solutions for the commercial aviation market. Formed in January 2019, it has grown quickly to support the needs of both airlines and lessors throughout the industry, is headquartered in London and its 17 staff are split between offices in London and New York.

For more information

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AURELIUS Equity Opportunities acquires ZIM Flugsitz GmbH

Aurelius Capital

  • German “Mittelstand” manufacturer of economy and premium economy aircraft seats with good position in a growing market
  • Fourth mid-market acquisition by AURELIUS in 2019

Munich, December 16, 2019 – AURELIUS Equity Opportunities SE & Co. KGaA (ISIN DE000A0JK2A8) will acquire a majority interest in ZIM Flugsitz GmbH, based in Markdorf on Lake Constance, from its founders, the Zimmermann family. ZIM Flugsitz is an established supplier of high-quality aircraft seats for commercial passenger aircraft. With a total of about 210 employees at its headquarters in Markdorf and its production facility in Schwerin, the company generates annual revenues of around EUR 55 million. The transaction is expected to close in January 2020.

Founded in 2008 by the engineers Peter and Angelika Zimmerman, who will continue to hold shares and manage the company after the acquisition, ZIM Flugsitz has steadily grown over the years. The company is well positioned to benefit from the growing long-term market trend with an industry-wide recognized engineering department and an innovative, high quality product portfolio primarily in economy and premium economy class. The company’s customers include numerous international airlines such as Lufthansa, Singapore Airlines, Japan Airlines and ANA.

“Since our foundation, we have managed to grow significantly as a family-owned company and have successfully mastered the entry into the line-fit segment and the premium economy class. Now it is time to align our financing structure and organization to the demands of future growth, and we are pleased to have AURELIUS as an experienced investor on board who will help us with these tasks,” said Angelika Zimmermann, President of ZIM Flugsitz.

AURELIUS will provide financial and operational support. Next to an optimized financing structure, operational improvements will facilitate continued growth, building on a strong portfolio of excellent products and ongoing developments for future products.

“The transaction proves that the value proposition of our vast operational resources is also appreciated by Germany “Mittelstand” companies. We are looking forward to developing the company together with the Zimmermanns and raising it to the next level,” said AURELIUS CEO Dr. Dirk Markus.

AURELIUS was advised on the transaction by Seabury Capital (M&A), Ebner Stolz (financial due diligence) and Oppenhoff & Rädler (tax due diligence).

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The Carlyle Group Completes Purchase of StandardAero

Veritas Capital

Global investment firm The Carlyle Group (NASDAQ: CG) announced today that it has closed its purchase of StandardAero from Veritas Capital. StandardAero is a global provider of repair and maintenance services to the aviation industry.

“StandardAero has established itself as one of the true leaders in the MRO industry,” said Adam J. Palmer, Managing Director and Global Head of Aerospace, Defense and Government Services for The Carlyle Group. “We are excited to partner with the StandardAero team to continue supporting the Company’s growth and industry leadership.”

“Joining The Carlyle Group is a great honor and we look forward to working with this distinguished and experienced ownership team,” said Russell Ford, CEO of StandardAero.

Ramzi Musallam, CEO and Managing Partner of Veritas Capital said: “Veritas is pleased to have played an important role in StandardAero’s growth and success, and we believe the Company is well-positioned to continue its strong momentum. We thank Russ and the team for their successful partnership.”

StandardAero has more than 6,000 employees at 38 primary locations and dozens of field services and sales offices across five continents.

About StandardAero

StandardAero is one of the world’s largest independent providers of services including engine and airframe maintenance, repair and overhaul, engine component repair, engineering services, interior completions and paint applications. StandardAero serves a diverse array of customers in business and general aviation, airline, military, helicopter, components and energy markets. The company celebrated its 100th year of industry leadership in 2011. More information can be found on the company’s web site at www.standardaero.com.

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With $216 billion of assets under management as of December 31, 2018, Carlyle’s purpose is to invest wisely and create value on behalf of our investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,650 people in 31 offices across six continents.

Web: www.carlyle.com

Videos: www.youtube.com/onecarlyle

Tweets: www.twitter.com/onecarlyle

Podcasts: www.carlyle.com/about-carlyle/market-commentary

About Veritas Capital

Veritas Capital is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, government services and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. Veritas raised its first fund in 1998.  For more information on Veritas and its current and past investments, visit www.veritascapital.com.

Media Contact:

Kyle Hultquist

1.480.377.3192 – Office

1.602.577.2875 – Cell

kyle.hultquist@standardaero.com

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InfraRed Capital Partners sells interest in Iqaluit International Airport project

InfraRed Capital Partners

InfraRed Capital Partners (“InfraRed”) has completed the sale of a majority interest in Arctic Infrastructure Limited Partnership to Concert Infrastructure Fund (“Concert Infrastructure”).

Arctic Infrastructure Limited Partnership is the entity responsible for the improvement, operation and maintenance of the Iqaluit International Airport in Nunavut.  The Iqaluit Airport project is a 34-year concession for the design, construction and financing of the expansion and redevelopment of the existing Iqaluit International Airport in Iqaluit, Nunavut, Canada, and the provision of operations and maintenance services for the Government of Nunavut.

The original CAD 290m capex project included the design and construction of a new air terminal building and combined services building, the repaving and expansion of the runway and the enhancement of roadways and lighting systems. The facility opened in December 2017 and has been a recipient of several awards including the CCPPP National Awards gold award for infrastructure in 2017. It was the first complete airport infrastructure project to be built as a P3 in North America

InfraRed has developed this strategically located asset over five years and delivered on its ambitious and transformative plan to regenerate, in artic conditions at times, a decades-old facility which became operational in December 2017.

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Westjet to be acquired by Onex

Onex

WestJet shareholders to receive $31.00 per share in cash; Acquisition recognizes and continues WestJet’s industry-leading commitment to guest experience and employee culture

CALGARY, Alberta, May 13, 2019 (GLOBE NEWSWIRE) – WestJet Airlines Ltd. (“WestJet”)(TSX: WJA) announced today it has entered into a definitive agreement that provides for its acquisition in an all-cash transaction. Under the terms of the agreement, Onex Corporation (“Onex”)(TSX: ONEX) and its affiliated funds will acquire all outstanding shares of WestJet for $31.00 per share, after which WestJet will operate as a privately-held company. The purchase price represents a 67% premium to Friday’s closing share price and a 63% premium to WestJet’s 20-day volume-weighted average trading price. The transaction value is approximately $5 billion including assumed debt.

“Since our first flight in 1996, WestJet has been singularly focused on providing better options for the Canadian travelling public and this transaction retains that commitment,” said Clive Beddoe, WestJet’s Founder and Chairman. “I am particularly pleased that WestJet will remain headquartered in Calgary and will continue to build on the success that our 14,000 WestJetters have created. Onex’ aerospace experience, history of positive employee relations and long-term orientation makes it an ideal partner for WestJetters, and I am excited about our future.”

“WestJet is one of Canada’s strongest brands and we have tremendous respect for the business that Clive Beddoe and all WestJetters have built over the years. WestJet is renowned internationally for its unparalleled guest experience and employee culture. We’re thrilled to be partnering with WestJetters and continuing this remarkable Canadian success story,” said Tawfiq Popatia, a Managing Director at Onex.

Ed Sims, WestJet’s President and Chief Executive Officer, said, “We are delighted to continue the journey of building an airline based on a growing network, providing competitive airfares and more choice to, from and within Canada, for communities large and small. Integral to this relationship is a commitment to our employees, and our unique ownership-driven culture.”

The investment will be led by Onex Partners, Onex’ private equity platform focused on larger investment opportunities.

Recommendation of the WestJet Board of Directors

Following an approach by Onex in March 2019, the WestJet board of directors formed a special committee of independent directors to provide the Board with its advice and recommendations with respect to the proposal from Onex and the transaction, and to supervise the negotiation of the terms and conditions of the transaction. After an extensive review of the proposed transaction, the special committee provided its unanimous recommendation of the transaction to the WestJet board of directors. The WestJet board of directors, having received and considered the recommendation of the special committee, determined that the transaction is in the best interests of WestJet and unanimously recommends that WestJet shareholders vote in favour of the transaction at the special meeting of shareholders to be held to approve the transaction.

Each of CIBC Capital Markets and BofA Merrill Lynch has provided the WestJet board of directors with an opinion to the effect that, as of May 12, 2019, the consideration to be received by holders of WestJet shares in the transaction was fair, from a financial point of view, to such holders, in each case subject to the respective limitations, qualifications, assumptions and other matters set forth in such opinions. Each of the directors and executive officers of WestJet has entered into a voting support agreement pursuant to which each has committed to vote in favour of the transaction.

Additional Transaction Details

Equity financing will be led by Onex Partners.

The transaction is to be completed by way of an arrangement under the Business Corporations Act (Alberta).Completion of the transaction is subject to a number of conditions, including court and shareholder approval and receipt of certain regulatory approvals, including approval under the Canada Transportation Act. The approval under the Canada Transportation Act involves a determination by the Minister of Transport which entails an assessment of the public interest as it relates to national transportation. Assuming the timely receipt of regulatory approvals, the transaction is expected to close in the latter part of 2019 or early 2020.

WestJet expects to mail an information circular in late June 2019 for a special meeting of its shareholders expected to be held in July 2019 to approve the transaction.

The arrangement agreement for the transaction includes customary provisions relating to non-solicitation, subject to customary “fiduciary out” provisions that entitle WestJet to consider and accept a superior proposal if the purchaser does not match the superior proposal. WestJet has agreed to pay a fee to the purchaser upon the termination of the agreement in certain circumstances. The purchaser has agreed to pay a fee to WestJetif, after all other conditions to the closing of the transaction have been satisfied or waived, the purchaser is not in a position to fund the closing of the transaction.

WestJet is permitted to continue paying its regular quarterly cash dividend consistent with its dividend policy and past practice until closing.Further details regarding the terms of the transaction are set out in the arrangement agreement, which will be publicly filed by WestJet under its profile at www.sedar.com. Additional information regarding the terms of the arrangement agreement and the background of the transaction will be provided in the information circular for the special meeting of shareholders.

Advisors

CIBC Capital Markets is acting as financial advisor to WestJet. BofA Merrill Lynch has provided financial advisory services to the WestJet board of directors. Blake, Cassels & Graydon LLP is serving as legal advisor to WestJetand Norton Rose Fulbright Canada LLP is serving as independent legal advisor to the special committee of WestJet’s board. Goodmans LLP is acting as Canadian legal advisor to Onex and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as U.S. legal advisor to Onex. DLA Piper (Canada) LLP is serving as Onex’ aviation regulatory counsel. Barclays is acting as lead financial advisor and lending bank to Onex with additional advisory and financing provided by Morgan Stanley and RBC Capital Markets.

Caution Regarding Forward-looking Information

Certain information set forth in this news release including, without limitation, WestJet’s and Onex’ management’s expectations with respect to: the anticipated benefits of the transaction; the anticipated timing for the special meeting to approve the transaction; the timing and anticipated receipt of required regulatory approvals; and the anticipated timing for closing the transaction, is forward-looking information within the meaning of applicable securities laws. Forward-looking information may in some cases be identified by words such as “will”, “anticipates”, “expects”, “intends” and similar expressions suggesting future events or future performance.

By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond WestJet’s and Onex’ control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by WestJet, including expectations and assumptions concerning the anticipated benefits of the transaction and the receipt, in a timely manner, of regulatory, shareholder and court approvals in respect of the transaction. Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; and diversion of management time on the transaction. There are also risks that are inherent in the nature of the transaction, including failure to satisfy the conditions to the completion of the transaction and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for completion of the transaction may change for a number of reasons, including the inability to secure necessary regulatory, court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the transaction. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the transaction. A comprehensive discussion of other risks that impact WestJet can also be found in WestJet’s public reports and filings which are available under WestJet’s profile at www.sedar.com.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. WestJet does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.

About WestJet

Together with WestJet’s regional airline, WestJet Encore, we offer scheduled service to more than 100 destinations in North America, Central America, the Caribbean and Europe and to more than 175 destinations in over 20 countries through our airline partnerships. WestJet Vacations offers affordable, flexible vacations to more than 60 destinations and the choice of more than 800 hotels, resorts, condos and villas. Members of the WestJet Rewards program earn WestJet dollars on flights, vacation packages and more. Members use WestJet dollars towards the purchase of flights and vacations packages to any WestJet destination with no blackout periods, and have access to Member Exclusive fares offering deals to WestJet destinations throughout our network and those of our partner airlines.

WestJet is proud to be recognized for three consecutive years as Best Airline in Canada (2017-19) and awarded among travellers’ favourite Mid-Sized Airlines in North America (2019). From 2017-2018, WestJet was also awarded among travellers’ favorite Mid-Sized and Low-Cost Airlines in North America. The airline was also recognized among the Economy Class winners in North America, 2018. All awards are based on authentic reviews from the travelling public on TripAdvisor, the world’s largest travel site. We are one of very few airlines globally that does not commercially overbook.

WestJet is publicly traded on the Toronto Stock Exchange (TSX) under the symbol WJA. For more information about everything WestJet, please visit www.westjet.com.

Recent recognition includes: 2019/2018/2017 Best Airline in Canada (TripAdvisor Travellers’ Choice awards for Airlines)2019 Winner Among Mid-Sized Airlines in North America (TripAdvisor Travellers’ Choice awards for Airlines)2018/2017 Winner Among Mid-Sized and Low Cost Airlines – North America (TripAdvisor Travellers’ Choice awards for Airlines)2018 Winner – Economy, North America (TripAdvisor Travellers’ Choice awards for Airlines)2018 Number-One-Ranked Airline Credit Card in Canada (Rewards Canada) 2018 North America’s Best Low-Cost Airline (Skytrax)2018/2017/2016 Canada’s Most Trusted Airline (Gustavson School of Business at the University of Victoria)Connect with WestJet on Facebook at facebook.com/westjetFollow WestJet on Twitter at twitter.com/westjetFollow WestJet on Instagram at instagram.com/westjetSubscribe to WestJet on YouTube at youtube.com/westjetRead the WestJet blog at blog.westjet.comFor further information: To contact WestJet media relations, please email media@westjet.com.

About Onex

Founded in 1984 and headquartered in Canada, Onex manages and invests capital in its private equity and credit platforms on behalf of investors from around the world. In total, Onex has US$31 billion of assets under management, including US$6.6 billion of shareholder capital. Onex invests through its two private equity platforms, Onex Partners for larger transactions and ONCAP for middle market and smaller transactions, and Onex Credit which manages primarily non-investment grade debt through collateralized loan obligations, private debt and other credit strategies. Onex and its experienced management team are collectively the largest investors across Onex’ platforms. The Onex Partners and ONCAP businesses have assets of US$51 billion, generate annual revenues of US$31 billion and employ approximately 172,000 people worldwide. Onex shares trade on the Toronto Stock Exchange under the stock symbol Onex. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedar.com.

For more information, please contact: WestJetOnexJeff HagenManager, Investor Relationsjeff.hagen@westjet.com1.877.493.7853 Emilie BlouinDirector, Investor Relations1.416.362.7711 Lauren StewartManager, Public Relationslauren.stewart@westjet.com1.888.954.6397 Martin CejLongview Communications and Public Affairsmcej@longviewcomms.ca1.587.319.2828

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The Carlyle Group Completes Purchase of StandardAero

Carlyle

SCOTTSDALE, Ariz. – Global investment firm The Carlyle Group (NASDAQ: CG) announced today that it has closed its purchase of StandardAero from Veritas Capital. StandardAero is a global provider of repair and maintenance services to the aviation industry.

“StandardAero has established itself as one of the true leaders in the MRO industry,” said Adam J. Palmer, Managing Director and Global Head of Aerospace, Defense and Government Services for The Carlyle Group. “We are excited to partner with the StandardAero team to continue supporting the Company’s growth and industry leadership.”

“Joining The Carlyle Group is a great honor and we look forward to working with this distinguished and experienced ownership team,” said Russell Ford, CEO of StandardAero.

Ramzi Musallam, CEO and Managing Partner of Veritas Capital said: “Veritas is pleased to have played an important role in StandardAero’s growth and success, and we believe the Company is well-positioned to continue its strong momentum. We thank Russ and the team for their successful partnership.”

StandardAero has more than 6,000 employees at 38 primary locations and dozens of field services and sales offices across five continents.

* * * * *

About StandardAero

StandardAero is one of the world’s largest independent providers of services including engine and airframe maintenance, repair and overhaul, engine component repair, engineering services, interior completions and paint applications. StandardAero serves a diverse array of customers in business and general aviation, airline, military, helicopter, components and energy markets. The company celebrated its 100th year of industry leadership in 2011. More information can be found on the company’s web site at www.standardaero.com.

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With $216 billion of assets under management as of December 31, 2018, Carlyle’s purpose is to invest wisely and create value on behalf of our investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,650 people in 31 offices across six continents.

Web: www.carlyle.com
Videos: www.youtube.com/onecarlyle
Tweets: www.twitter.com/onecarlyle
Podcasts: www.carlyle.com/about-carlyle/market-commentary

About Veritas Capital

Veritas Capital is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, government services and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. Veritas raised its first fund in 1998.  For more information on Veritas and its current and past investments, visit www.veritascapital.com.

Media Contact:

Kyle Hultquist
1.480.377.3192 – Office
1.602.577.2875 – Cell
kyle.hultquist@standardaero.com

 

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KKR Commits to Invest $1 Billion with Altavair

KKR

NEW YORK & SEATTLE–(BUSINESS WIRE)–Jan. 3, 2019– KKR, a leading global investment firm, and Altavair AirFinance, a leader in commercial aviation finance, announced today that the two firms have entered into an agreement to form a long-term partnership to pursue the creation of a leading, global portfolio of leased commercial aircraft.

This press release features multimedia. View the full release here:https://www.businesswire.com/news/home/20190103005132/en/

KKR will make a $1 billion capital commitment primarily from its credit and infrastructure funds, which may be supplemented with additional commitments over time, to acquire commercial aircraft in partnership with Altavair over the next several years and Altavair will be KKR’s partner for aircraft leasing investments going forward. KKR will also acquire a 50% interest in Altavair as part of the long-term partnership.

KKR’s initial investment will go towards the acquisition of six cargo aircraft on long-term lease with a diverse group of airline counterparties.

“Since our first investment in aircraft in 2015, we’ve recognized the increasing demand for both passenger and freighter aircraft,” said Dan Pietrzak, Member of KKR. “The decades-long proven track record that Altavair brings to this partnership is impressive and it is exactly the kind of company we were looking for when we sought out continued investment in aviation.”

“Commercial aircraft are critical, long-lived assets that we’ve been interested in pursuing for several years,” said Brandon Freiman, Member & Head of North American Infrastructure at KKR. “We are excited to partner with Altavair’s world class management team to invest in the global aviation market.”

Altavair CEO Steve Rimmer said, “We are extremely happy to have found a partner in KKR that shares our vision for investing in the aircraft leasing and financing sector. The tremendous support and expertise offered by KKR alongside its exceptional global investor base will allow Altavair to fully participate in this growing market and provide a solid foundation for Altavair’s future growth and success.”

Formed in 2003, Altavair and its management team have successfully executed multiple commercial aviation leasing and finance strategies during all points within the commercial aviation cycle on behalf of a broad range of domestic and international institutional, insurance and private investors.

KKR was advised by Simpson Thacher & Bartlett. Altavair was advised by Milbank.

About KKR

KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic partners that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

About Altavair L.P.

Altavair L.P. is an asset manager focusing on the acquisition of new and used commercial aircraft for leasing to domestic and international passenger airlines and cargo operators. Since its inception in 2003, Altavair has completed over $8 billion in commercial aircraft lease transactions with over 40 airline customers in 27 countries representing over 200 individual Boeing and Airbus aircraft. Altavair maintains offices in Seattle, London, and Singapore. For more information, please visit www.altavair.com.

Source: KKR

KKR: Kristi Huller or Samantha Norquist, +1 212-750-8300, media@kkr.com

Altavair: Timothy O’Hara, +1 425-369-8062, timothy.ohara@altavair.com

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