Carlyle Aviation Elevate Merger Subsidiary Ltd. announces expiration and final results of its exchange offer and consent solicitation

NEW YORK, Aug. 02, 2021 (GLOBE NEWSWIRE) -- Carlyle Aviation Elevate Merger Subsidiary Ltd. (“Elevate”) today announced the expiration and final results of its previously announced offer to exchange and solicitation of consents (the “Exchange Offer and Consent Solicitation”). The Exchange Offer and Consent Solicitation were made on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated May 28, 2021 (the “Exchange Offer and Consent Solicitation Statement” and, together with the accompanying eligibility letter, the “Offer Documents”).

The Exchange Offer and Consent Solicitation expired at 11:59 p.m., New York City time, on July 30, 2021 (the “Expiration Date”). Acceptance of tendered Old Notes (as defined below) and settlement of the Exchange Offer and Consent Solicitation is expected to occur today, August 2, 2021 (the “Settlement Date”), immediately prior to the closing of the merger of Elevate with and into Fly Leasing Limited (“Fly”), after which Fly will assume all obligations under the indenture governing the New Notes (as defined below).

Elevate was advised by D.F. King & Co., Inc., as the exchange agent and information agent for the Exchange Offer and Consent Solicitation, that as of the Expiration Date, the aggregate principal amounts of Old Notes specified in the table below were validly tendered and not validly withdrawn pursuant to the Exchange Offer and Consent Solicitation.

Title of Security	CUSIP / ISIN	Principal Amount Tendered as of the Expiration Date
5.250% Senior Notes due 2024 (the “Old Notes”)	34407D AC3 / US34407DAC39	$290,447,000

As of the Expiration Date the requisite consents were received for the Proposed Amendments and Proposed Waivers (each as set forth in the Exchange Offer and Consent Solicitation Statement) to the indenture governing the Old Notes. As a result, a supplemental indenture to the indenture governing the Old Notes giving effect to the Proposed Amendments and Proposed Waivers will become operative on the Settlement Date.

Holders who tendered Old Notes and delivered consents at or prior to the early participation date of June 11, 2021 (the “Early Participation Date”) will receive the Total Exchange Consideration (as set forth in the Exchange Offer and Consent Solicitation Statement). Holders who validly tendered their Old Notes after the Early Participation Date, but at or prior to the Expiration Date, will receive the Exchange Consideration (as set forth in the Exchange Offer and Consent Solicitation Statement). All holders whose Old Notes (and related consents) were accepted in the Exchange Offer and Consent Solicitation will receive a cash payment equal to accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date in addition to their Total Exchange Consideration or Exchange Consideration, as applicable. On the Settlement Date, Elevate expects to deliver approximately $290.4 million aggregate principal amount of new 7.000% senior notes due 2024 (the “New Notes”) to Eligible Holders (as defined in the Exchange Offer and Consent Solicitation Statement) who participated in the Exchange Offer and Consent Solicitation and whose Old Notes were accepted for purchase, as well as the cash payment contemplated by the Offer Documents.

When issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

D.F. King & Co., Inc. acted as the Exchange Agent and Information Agent for the Exchange Offer and Consent Solicitation. Questions or requests for assistance related to the Exchange Offer and Consent Solicitation or for additional copies of the Offer Documents may be directed to D.F. King & Co., Inc. toll free at (800) 967-7510, toll at (212) 269-5550 or email at fly@dfking.com.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Old Notes. The Exchange Offer and Consent Solicitation were made solely pursuant to the Offer Documents. The Exchange Offer and Consent Solicitation were not made to holders of Old Notes 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.

Cautionary Statement Regarding Forward-Looking Statements

In this communication we have made forward-looking statements. These forward- looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Eligible holders are urged to consider these risks carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or events will be achieved.

CONTACT: Contact: Christa.zipf@carlyle.com