Avolon Announces Pricing of US$3.0 Billion Senior Notes Offering

DUBLIN & HONG KONG--()--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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward‐Looking Statements

This press release includes forward-looking statements. These statements relate to the closing of the Offering, the use of proceeds therefrom, the closing of the Acquisition and other statements that are not historical fact. Although Avolon believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors. Some of these factors include market conditions, closing conditions for the Offering and closing conditions for the Acquisition. Avolon undertakes no obligation to update any information contained in this press release.

Contacts

FTI Consulting
Jonathan Neilan
US & Europe
T: +353 1 6633686
M: +353 86 2314135
avolon@fticonsulting.com
or
Sean Pattwell
Asia
T: +852 3768 4543
M: +852 9227 8321
avolon@fticonsulting.com

Contacts

FTI Consulting
Jonathan Neilan
US & Europe
T: +353 1 6633686
M: +353 86 2314135
avolon@fticonsulting.com
or
Sean Pattwell
Asia
T: +852 3768 4543
M: +852 9227 8321
avolon@fticonsulting.com