JANUARY 20TH, 2017
Avolon Announces Pricing of US$3.0 Billion Senior Notes Offering
Dublin & Hong Kong | January 20, 2017: Avolon Holdings Limited (“Avolon”), the international aircraft leasing company, announces the pricing of the private offering (the “Offering”) by its wholly owned subsidiary, Park Aerospace Holdings Limited, of US$1,750 million aggregate principal amount of 5.25% Senior Notes due 2022 (the “2022 Notes”), at par, and US$1,250 million aggregate principal amount of 5.50% Senior Notes due 2024 (together with the 2022 Notes, the “Notes”), at par. The Notes will be fully and unconditionally guaranteed by Avolon. The Offering is expected to close on or about February 3, 2017, subject to customary closing conditions.
Avolon intends to use the net proceeds from the Offering, together with cash on hand, new equity contributed by Avolon’s indirect parent company, Bohai Capital Holding Co., Ltd. (“Bohai”), and US$5,500 million of borrowings under a new senior secured term loan facility, to finance the previously announced acquisition (the “Acquisition”) of C2 Aviation Capital, LLC (“C2”), the commercial aircraft leasing business of CIT Group Inc., and to pay related fees and expenses. Upon consummation of the Acquisition, the Notes will be fully and unconditionally guaranteed by certain subsidiaries of C2.
The proceeds from the Offering will initially be deposited into an escrow account for the benefit of the holders of the Notes. If the Acquisition is not consummated within the time periods required under the escrow agreement and, in any event, on or prior to October 6, 2017, the Notes will be subject to special mandatory redemption at a redemption price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest to the redemption date. The Acquisition is subject to customary closing conditions and certain required regulatory approvals, as well as Bohai shareholder approval.
The Notes will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act.