Airspeed Limited Launches Consent Solicitation

NEW YORK, March 9, 2017 /PRNewswire/ --

Airspeed Limited ("Airspeed") commenced today a solicitation of consents (the "Consent Solicitation") of the holders of its Class G-1, Class G-2 and Class C-1 Notes (collectively, the "Notes") to various amendments (the "Proposed Amendments"), as described in the Consent Solicitation Statement, dated March 9, 2017 (the "Consent Solicitation Statement") and the Consent Form for holders of the Notes (the "Consent Form") and Instruction Form for Beneficial Owners (the "Instructions") distributed therewith, to the Indenture, dated as of June 27, 2007 (the "Indenture"), among Airspeed, as the issuer, The Royal Bank of Scotland plc, as the cash manager and operating bank, Deutsche Bank Trust Company Americas, as the trustee, the security trustee, the account bank, the paying agent and the registrar thereunder or under the Security Trust Agreement (as the case may be), Phoenix American Financial Services, Inc., as the administrative agent, Ambac Assurance Corporation and Assured Guaranty Corp., as policy providers (each a "Policy Provider"), and Crédit Agricole Corporate and Investment Bank (f/k/a Calyon), as the Class G credit facility provider. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

The Proposed Amendments require the consents of the holders of at least a majority of the Outstanding Principal Balance of the Notes, voting as a single class (the "Requisite Consents"). As of February 15, 2017, the most recent Payment Date, the Outstanding Principal Balance of the Notes was $572,638,983. No fees will be paid by Airspeed to the Holders of any of the Notes in connection with the Consent Solicitation. The record date for the Consent Solicitation is 5:00 p.m., New York City time, on February 28, 2017.

The Proposed Amendments would, as described more fully in the Consent Solicitation Statement:

   
    (i) with the prior written consent of each Policy
    Provider, allow us to sell or otherwise dispose of
    aircraft without having to comply with the current
    restrictions on such sales and dispositions;


    (ii) require that each Approved Appraiser be a member of
    ISTAT or, if ISTAT ceases to exist, any similar
    professional aircraft appraiser organization in which
    one of the previously delineated Approved Appraisers is
    a member;

    (iii) reflect the replacement of The Royal Bank of
    Scotland plc, in its capacity as Operating Bank (and an
    Eligible Institution), with Sumitomo Mitsui Banking
    Corporation, add criteria for banks maintaining Irish
    VAT Refund Accounts, clarify that existing Accounts are
    Eligible Accounts and update the definition of "Eligible
    Institution" in order to conform with certain Rating
    Agency requirements;

    (iv) expand the definition of "Permitted Encumbrance" to
    include certain consignments of aircraft parts;
    (v) adjust the Concentration Limits and allow us to
    renew any existing Leases with existing Lessees
    irrespective of the effect of such renewal or extension
    on the Concentration Limits;

    (vi) remove the requirement that we obtain Rating Agency
    Confirmations prior to taking certain administrative
    actions under the Indenture, replacing it in some cases
    with a requirement that we provide prior notice of such
    actions to the Rating Agencies; and

    (vii) make certain other changes of a technical or
    conforming nature to effect the foregoing.

The overall purpose of the Proposed Amendments, as described more fully in the Consent Solicitation Statement, is to (i) provide Airspeed with the flexibility to manage its portfolio, financial resources and expenses in a manner that better reflects the current market and other conditions affecting Airspeed and its portfolio and (ii) eliminate the time delay and costs associated with obtaining Rating Agency Confirmation for certain administrative actions by Airspeed.

A complete set of Consent Solicitation materials (including the Consent Form and Instructions) is available from Global Restructuring Services, Inc., as information agent, the contact details of which are set out below. Consents must be submitted to Global Restructuring Services, Inc., as tabulation agent, as soon as possible and no later than 5:00 p.m., New York City time, on April 6, 2017.

Any questions concerning the terms of the Consent Solicitation may be directed to R.W. Pressprich & Co. as solicitation agent.

The Solicitation Agent for the Consent Solicitation is:

R.W. Pressprich & Co.
920 Second Avenue South, Suite 1225
Minneapolis, MN 55402
Call direct:  +1-763-252-1650
Attn:  Mr. Steve Welo
Email:  [email protected]
Call direct:  +1-763-252-1654
Attn:  Mr. Clay Smith
Email:  [email protected]

The Tabulation Agent and the Information Agent for the Consent Solicitation is:

Global Restructuring Services, Inc.
230 East 48th Street
New York, NY 10017
United States of America
Call direct: +1-212-644-1772
Attn: Mr. John Baxter
Fax: +1-212-937-3653
Email: [email protected]

SOURCE Airspeed Limited