Signature Aviation US Holdings, Inc. Announces Successful Results of its Tender Offer and Consent Solicitation

NEW YORK, April 22, 2021 /PRNewswire/ -- Signature Aviation US Holdings, Inc. (the "Offeror"), a Delaware corporation and wholly-owned subsidiary of Signature Aviation plc ("Signature" or the "Company"), announces (i) the early tender results of its previously announced offer to purchase and consent solicitation (the "Tender Offer") with respect to its 4.000% Senior Notes due 2028 (the "Notes") pursuant to the offer to purchase and consent solicitation statement dated April 8, 2021 (the "Offer to Purchase and Consent Solicitation Statement"), (ii) the results of its previously announced separate consent solicitation (the "Standalone Consent Solicitation") with respect to the Notes pursuant to the standalone consent solicitation statement dated April 8, 2021 (the "Standalone Consent Solicitation Statement"), (iii) the receipt of the Requisite Consents pursuant to the Tender Offer and Standalone Consent Solicitation with respect to the Proposed Amendments to the indenture dated November 1, 2019, governing the Notes (the "Indenture") as described in the Offer to Purchase and Consent Solicitation Statement and the Standalone Consent Solicitation Statement, and the execution of a supplemental indenture with respect to the Notes evidencing the Proposed Amendments and (iv) the termination of its previously announced change of control offer (the "Change of Control Offer") with respect to the Notes pursuant to the change of control notice and offer to purchase dated April 13, 2021 (the "Change of Control Notice and Offer to Purchase"). Defined terms used but not defined in this announcement have the meanings set forth in the Offer to Purchase and Consent Solicitation Statement or the Standalone Consent Solicitation Statement, as applicable.

As of 5:00 p.m., New York City time, on April 21, 2021, the Early Tender Date and Withdrawal Deadline with respect to the Tender Offer, the Offeror has been advised by Global Bondholder Services Corporation, the tender agent and information agent for the Tender Offer, that Notes were validly tendered and not withdrawn, and consents were validly delivered and not revoked, with respect to $535,272,000 aggregate principal amount of Notes, representing approximately 82.35% of the outstanding Notes. If the Acquisition is consummated and the other conditions set forth in the Offer to Purchase and Consent Solicitation Statement are satisfied or waived, the Offeror will make a cash payment equal to the Total Consideration to each registered holder of the Notes that validly tendered (and did not withdraw) its Notes and validly delivered (and did not revoke) consents on or prior to the Early Tender Date pursuant to the Tender Offer. It is expected that the Total Consideration will be paid to such Holders on or promptly after the date of the consummation of the Acquisition (which is currently expected to occur in the second calendar quarter of 2021). The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 17, 2021 (such date and time, as the same may be extended, the "Expiration Date"), unless extended or earlier terminated by the Offeror. The Offeror intends to extend the Expiration Date, without extending the Withdrawal Deadline, to have the Settlement Date of the Tender Offer coincide with, or immediately follow, the consummation of the Acquisition (which is currently expected to occur in the second calendar quarter of 2021).

As of 5:00 p.m., New York City time, on April 21, 2021, the Consent Date with respect to the Standalone Consent Solicitation, the Offeror has been advised by Global Bondholder Services Corporation, the information and tabulation agent for the Standalone Consent Solicitation, that consents were validly delivered and not revoked with respect to $102,017,000 aggregate principal amount of Notes, representing approximately 15.69% of the outstanding Notes (and, together with the consents received pursuant to the Tender Offer, approximately 98.04% of the outstanding Notes), pursuant to the Standalone Consent Solicitation. If the Acquisition is consummated and the other conditions set forth in the Standalone Consent Solicitation Statement are satisfied or waived, the Offeror will make a cash payment equal to the Consent Fee to each registered holder of the Notes that validly delivered (and did not revoke) consents on or prior to the Consent Date. It is expected that the Consent Fee will be paid to such Holders on or promptly after the date of the consummation of the Acquisition (which is currently expected to occur in the second calendar quarter of 2021).

As a result of receiving consents from the Holders of at least a majority in aggregate principal amount of the outstanding Notes, excluding any consents from the Offeror or any of its affiliates, to the Proposed Amendments to the Indenture pursuant to the Tender Offer and the Standalone Consent Solicitation, the Offeror, Signature, BBA US Investments S.À R.L and The Bank of New York Mellon Trust Company, N.A., as trustee, entered into a supplemental indenture with respect to the Notes on April 21, 2021, in connection with and to implement Proposed Amendments (the "Supplemental Indenture"). The Supplemental Indenture eliminates the requirement for the Offeror to make a "Change of Control Offer" under the Indenture with respect to the Notes in connection with the Acquisition and includes certain other amendments to the Indenture in respect of the "Change of Control" provisions therein.  The Supplemental Indenture became effective upon its execution, but the amendments to the Indenture included therein will not become operative until (i) the Notes tendered in the Tender Offer are accepted for purchase by the Offeror and (ii) the Offeror provides notice to the information and tabulation agent for the Standalone Consent Solicitation that it will pay the Consent Fee as part of the Standalone Consent Solicitation.

In addition, the Offeror announces that it terminates its previously announced Change of Control Offer. Accordingly, any previous tenders of the Notes in the Change of Control Offer will not be accepted and will be promptly returned and Holders may only tender their Notes pursuant to the Tender Offer. The termination of the Change of Control Offer follows the receipt of the Requisite Consents and the execution of the Supplemental Indenture, which will (when the amendments set out therein become operative) eliminate the requirement for the Offeror to make a "Change of Control Offer" under the Indenture with respect to the Notes in connection with the Acquisition. If the amendments set out in the Supplemental Indenture do not become operative for any reason, the Offeror will conduct a "Change of Control Offer" with respect to the Notes to the extent required by, and in accordance with, the terms and conditions of the Indenture.

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. The Tender Offer is not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

RBC Capital Markets, LLC is acting as dealer manager and solicitation agent for the Tender Offer and as solicitation agent for the Standalone Consent Solicitation. Global Bondholder Services Corporation is acting as the tender agent and information agent for the Tender Offer and as the information and tabulation agent for the Standalone Consent Solicitation.

Requests for documentation may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 807-2200 (for all others).

Questions or requests for assistance may be directed to RBC Capital Markets, LLC at (212) 618-7843 or Toll Free: (877) 381-2099.

About Signature Aviation plc

Signature is a leading global fixed-base operator ("FBO") network for business and general aviation ("B&GA") travelers and provides premium, full-service flight support, including fuel and non-fuel services, ground handling and technical support for passengers, crew and aircraft. Signature serves customers at more than 360 FBO locations covering key markets in North America, Europe, South America, the Caribbean, Africa and Asia. Following the sale of Ontic on October 31, 2019 and with the ongoing process to sell its engine repair and overhaul business, the Board of Directors of Signature elected to rename the group from BBA Aviation plc to Signature Aviation plc to better align it with its most significant brand in its core market.

Complementary to the core Signature Flight Support FBO business, Signature also comprises EPIC and TECHNICAir. EPIC provides fuel and fuel related services at FBOs across North America including fuel purchasing cards and transaction processing. TECHNICAir provides aircraft maintenance, repair and overhaul with locations throughout the United States and Europe, specialising in small to mid-size, turbine-powered business aircraft.

Signature is listed on the London Stock Exchange. Signature is a public limited company incorporated under the laws of England and Wales and is registered under company number 53688. Signature's registered office is located at 105 Wigmore Street, London, W1U 1QY, England.

The Offeror is a wholly-owned subsidiary of Signature and is the issuer of the Notes.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws.  The forward-looking statements include, without limitation, statements concerning the Tender Offer, the Standalone 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 Offeror, Signature and Bidco 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 Offeror, Signature and Bidco 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. You should also read "Cautionary Statement Regarding Forward-Looking Statements" in the Offer to Purchase and Consent Solicitation Statement and the Consent Solicitation Statement.

SOURCE Signature Aviation plc