22 Apr 2021 07:00
22 April 2021
Signature Aviation announces the early tender results and receipt of requisite consents pursuant to its offer to purchase and consent solicitation and the standalone consent solicitation in relation to its 4.000% Senior Notes due 2028
London, 22 April 2021 -- Signature Aviation US Holdings, Inc. (the "Company"), a wholly-owned subsidiary of Signature Aviation plc ("Signature"), announced on 21 April 2021 after markets closed in New York (i) the early tender results of its previously announced tender offer to purchase for cash any and all of its outstanding 4.000% Senior Notes due 2028 (the "Notes") and related consent solicitation to make certain amendments to the indenture (the "Indenture") related to the Notes (the "Tender Offer") and (ii) the results of its previously announced standalone consent solicitation to make the same amendments to the Indenture (the "Consent Solicitation").
The Company received the requisite consents pursuant to the Tender Offer and Consent Solicitation with respect to the proposed amendments to the Indenture and it executed a supplemental indenture with respect to the Notes to give effect to these amendments. The supplemental indenture makes certain amendments to the Indenture, which will become effective upon the closing of the Tender Offer and notice of the Company's intention to pay the consent fee, in connection with the previously announced proposed acquisition of the entire issued and to be issued share capital of Signature, other than shares in Signature owned or controlled by Cascade and the Bill & Melinda Gates Foundation Trust, by Brown Bidco Limited (a newly formed company to be indirectly owned by joint offerors (i) Blackstone Infrastructure and Blackstone Core Equity, (ii) Global Infrastructure Partners and (iii) Cascade) via a court-sanctioned Scheme of Arrangement under Part 26 of the U.K. Companies Act 2006 (the "Acquisition").
The Company's obligations under the Tender Offer and the Consent Solicitation are conditioned upon the satisfaction or waiver of certain conditions precedent, including the consummation of the Acquisition, which is expected to take place in the second calendar quarter of 2021.
Important information
This document contains forward-looking statements. The forward-looking statements include, without limitation, statements concerning the Tender Offer and Consent Solicitation and the Acquisition. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Company and Signature about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. The Company and Signature expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and Consent Solicitation Statement dated 8 April 2021. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction.
Enquiries:
Signature Aviation plc
David Crook, Group Finance Director
Kate Moy, Head of Investor Relations and Communications
(020) 7514 3999
Tulchan Communications
David Allchurch
Suniti Chauhan
(020) 7353 4200