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