NEW YORK and DUBLIN – Global investment firm Carlyle (NASDAQ: CG) announced today that Maverick Aviation Partnership LP (“Maverick”), an investment vehicle managed by Carlyle Aviation Partners, has signed an agreement to acquire AMCK Aviation’s (“AMCK”) portfolio of aircraft. Through the transaction, Maverick will acquire 125 primarily narrowbody aircraft and an order book of 20 A320/321 neo aircraft. The total appraised value of the existing fleet is in excess of $4 billion, not including the order book.

William Hoffman, Chairman of Carlyle Aviation Partners, said, “We are pleased to acquire AMCK’s attractive portfolio, comprised of primarily narrowbody aircraft whose lessee counterparties have performed well in the COVID operating environment. This transaction will help us enhance our capabilities for airline customers and all of our investors across the Carlyle Aviation platform.”

AMCK is a global aircraft leasing company headquartered in Dublin, Ireland with regional offices in Tokyo, Japan and Irvine, California. It is owned by CK Asset Holdings Limited, the majority shareholder of AMCK, and Li Ka Shing (Global) Foundation.

The transaction is expected to close in the second quarter of 2022 and is conditioned upon the satisfaction of certain customary closing conditions, including regulatory approvals.

Maverick’s primary investor is an affiliate of CPPIB Credit Investments Inc. (“CPPIB Credit Investments”), a wholly-owned subsidiary of Canada Pension Plan Investment Board, an institution with a proven track record in aircraft leasing having previously owned a significant stake in AWAS, a Dublin-based aircraft lessor. Carlyle Aviation Partners will be the asset servicer for the vehicle.

Carlyle Aviation Partners is the commercial aviation investment and servicing arm of Carlyle’s $66 billion Global Credit platform. It 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. As of September 30, 2021, and excluding the planned acquisition of AMCK’s portfolio, it has total assets under management of $8.3 billion, owns, manages or is committed to purchase 311 aircraft with 106 airline lessees in 56 countries, and employs a team of more than 95 in the US, Ireland and Singapore.

Goldman Sachs is leading the acquisition financing for the transaction. Milbank is acting as legal counsel to the Carlyle Aviation Partners managed investment vehicle with Kirkland & Ellis advising on the formation of Maverick.

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About Carlyle
Carlyle (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 Global Investment Solutions. With $293 billion of assets under management as of September 30, 2021, 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. Carlyle employs more than 1,800 people in 26 offices across five continents. Further information is available at www.carlyle.com. Follow Carlyle on Twitter @OneCarlyle.

About CK Asset Holdings

CK Asset Holdings Limited (SEHK: 1113) is a leading multinational corporation and has diverse capabilities with activities encompassing property development and investment, hotel and serviced suite operation, property and project management, aircraft leasing, pub operation and investment in infrastructure and utility asset operation.

Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created thereby. These statements can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated.

Media contacts

Christa Zipf
Carlyle
Christa.zipf@carlyle.com
347-621-8967

• EQT Infrastructure to sell Unilode Aviation Solutions, the global market leader in specialty aviation infrastructure leasing, to Basalt Infrastructure Partners

• Unilode provides mission critical equipment to the aviation industry through its unique pooling model that enables a superior and long-term economic proposition for all stakeholders

• Under EQT Infrastructure’s ownership, the Company completed a transformative growth journey, more than doubled its EBITDA, developed an award-winning IoT solution creating the world’s largest digital Unit Load Devices fleet, while fortifying its global market leadership position

EQT is pleased to announce that the EQT Infrastructure II fund (“EQT Infrastructure”) has agreed to sell Unilode Aviation Solutions (“Unilode” or “the Company”) to Basalt Infrastructure Partners, an independent infrastructure investment firm with a transatlantic focus on mid-market infrastructure.

Headquartered in Zurich, Switzerland, Unilode Aviation Solutions is the global market leader in specialty aviation infrastructure leasing. The Company owns and manages a fleet of 145,000 Unit Load Devices (ULD) that are provided under long-term, full-service leasing agreements to airlines and cargo carriers. ULDs are mission critical containers and pallets used for the transportation of baggage and cargo on aircraft. The Company operates a global network of c.50 service centers that offer a wide array of infrastructure servicing solutions for ULDs and galley carts. The Company launched short-term ULD leasing and digital solutions providing tangible internal benefits and high value-add for its customers, based on equipping ULDs with multi-sensor Bluetooth tags combined with a global interoperable reader infrastructure.

EQT Infrastructure acquired CHEP Aerospace Solutions from the global supply-chain logistics provider Brambles in 2016. Following a corporate carve-out and rebranding to Unilode, EQT Infrastructure initiated a transformative growth journey which allowed the Company to achieve a 100 percent renewal rate in full-service leasing and achieve several major new customers acquisitions.

In addition to steadily broadening its customer base and growing organically, Unilode has expanded its global footprint and opened new service centers in Europe, the Americas and Asia Pacific. Under EQT Infrastructure’s ownership, Unilode also ventured into adjacent areas by introducing a short-term leasing offering in 2019 as natural extension and growth complement to its core product offering. Moreover, the Company launched an award-winning digital solution with the support of EQT’s in-house Digital Team, with Unilode today operating the world’s largest IoT-enabled ULD fleet.

Ulrich Köllensperger, Partner within EQT Infrastructure’s Advisory Team, said, “Unilode is a great example of EQT’s value creation strategy. Under the leadership of a new management team and a complementary industrial board we have made significant investments into the Company and implemented a customer centricity and operational focused value creation plan. Unilode’s growth story is underpinned by strong megatrends such as the sharing economy and digitization and the mission criticality of its offering has been proven during Covid-19 when the business has shown strong resilience. We wish the Company, management, and all its employees every success in the future.”

Benoit Dumont, CEO of Unilode, said, “I joined Unilode because I shared the vision of EQT to create the undisputed global market leader in ULD management. Under EQT’s ownership, we have significantly scaled the business, expanded our customer base and product offering and introduced an award-winning digital solution providing unprecedented insights and visibility for the air cargo supply chain. I see substantial further growth potential in the years to come driven by a new outsourcing wave currently emerging and supported by our pooling synergies and state-of-the art digital infrastructure.”

The transaction is expected to close during Q3 2021.

Deutsche Bank acted as financial advisor and Bär & Karrer as legal advisor to EQT Infrastructure.

About EQT
EQT is a purpose-driven global investment organization with more than EUR 67 billion in assets under management across 26 active funds. EQT funds have portfolio companies in Europe, Asia-Pacific and the Americas with total sales of approximately EUR 29 billion and more than 175,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com
Follow EQT on LinkedIn, Twitter, YouTube and Instagram

About Unilode
Unilode owns and manages the world’s largest fleet of approximately 145,000 unit load devices (ULDs), for use in the aviation industry, and owns and operates the largest global network for the maintenance and repair of ULDs and inflight food service equipment. Unilode provides management, repair, short term leasing and digitalisation solutions to over 90 airlines through a network of more than 550 airports, 18 regional offices and 49 certified repair stations, supported by 600+ employees.

More info: www.unilode.com

About Basalt Infrastructure Partners LLP
Basalt Infrastructure Partners LLP is a leading mid-market infrastructure firm wholly owned by its partners with offices in London and New York. The Basalt equity investment funds focus on investments in utilities, power, transport, and digital infrastructure in North America and Europe. Following the successful raising of Basalt III, the Basalt funds have over $5 billion in funds under management and have made investments in 20 companies across the three funds. The current team of 30 investment professionals continue to grow to support the Basalt franchise.

More info: www.basaltinfra.com

Contact
EQT Press Office, press@eqtpartners.com, +46 8 506 55 334

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.

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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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