Avolon Holdings Funding Limited (“AHFL” or the “Issuer”), a Cayman Islands exempted company and a direct wholly-owned subsidiary of Avolon Holdings Limited, the international aircraft leasing company (“Avolon” or the “Company” and, together with its consolidated subsidiaries, “we,” “our” or “us”) today announced the early participation results, as of 5:00 p.m. (Eastern time) on August 13, 2021 (the “Early Participation Date”), of its previously announced offers to exchange the outstanding series of debt securities listed in the table below (the “Old Notes”) for newly issued debt securities of the Issuer (the “New Notes”) (the “Exchange Offers”), in each case on the terms and subject to the conditions set forth in the Offering Memorandum dated August 2, 2021 related to the Exchange Offers (the “Offering Memorandum” and, together with the eligibility letter, the “Exchange Offer Documents”). In addition, AHFL announced that it has increased the cap on the maximum aggregate principal amount of New Notes that will be issued in the Exchange Offers to $2.0 billion (as amended, the “New Notes Cap”). Except as described in this press release, the terms and conditions of the transactions remain unchanged.
The withdrawal rights for each Exchange Offer expired at 5:00 p.m. (Eastern time) on August 13, 2021. The Exchange Offers will expire at 11:59 p.m. (Eastern time) on August 27, 2021, unless extended or earlier terminated by the Issuer.
AHFL’s obligation to accept Old Notes tendered in each of the Exchange Offers is subject to the terms and conditions described in the Exchange Offer Documents, including, among other things, (i) the Acceptance Priority Procedures (as described in the launch press release), (ii) the New Notes Cap, (iii) the condition that, as of the Price Determination Date, the combination of the yield of the New Notes and the Total Exchange Price for the applicable series of Old Notes would result in the New Notes and such Old Notes not being treated as “substantially different” under FASB Accounting Standards Codification (“ASC”) 470-50 (the “Accounting Treatment Condition”), (iv) only with respect to any validly tendered Old Notes not settled on the Early Settlement Date, a tax condition, which is satisfied as long as AHFL determines, in its reasonable judgement, that it is highly likely that the New Notes issuable in exchange for such Old Notes will be issued in a “qualified reopening” for U.S. federal income tax purposes, as determined on the applicable Expiration Date (the “Tax Condition”) and (v) with respect to any series of Old Notes, the New Notes issued in exchange therefor are, in AHFL’s reasonable judgment, fungible for U.S. federal income tax purposes with the New Notes issued in exchange for each other series of Old Notes.
As all conditions applicable to the Exchange Offers as of the Early Participation Date have been deemed satisfied or waived by AHFL and the Minimum Issue Requirement (as defined in the launch press release) has been met, AHFL expects to settle all Old Notes validly tendered at or prior to the Early Participation Date on August 18, 2021 (the “Early Settlement Date”), subject to the terms of the Exchange Offers, including the ongoing satisfaction of conditions and the New Notes Cap. Because the aggregate principal amount of New Notes to be issued in exchange for Old Notes validly tendered at or prior to the Early Participation Date and accepted for exchange is expected to equal the New Notes Cap, AHFL anticipates that there will be no Final Settlement Date (as defined in the launch press release) with respect to the Exchange Offers, and no additional tenders of Old Notes will be accepted for purchase by AHFL in the Exchange Offers after the Early Participation Date.
AHFL was advised by Global Bondholder Services Corporation, as the Information Agent and the Exchange Agent, that as of the Early Participation Date, the aggregate principal amounts of the Old Notes specified in the final column in the table below were validly tendered and not validly withdrawn with respect to each of the Exchange Offers:
Acceptance Priority Level
Title of Security
Principal Amount Outstanding
Principal Amount Tendered as
5.250% notes due 08/15/22
5.500% notes due 01/15/23
5.125% notes due 10/01/23
5.500% notes due 02/15/24
4.500% notes due 03/15/23
5.250% notes due 05/15/24
3.950% notes due 07/01/24
5.500% notes due 01/15/26
After 10:00 a.m. (Eastern time) today, August 16, 2021, AHFL will issue a press release specifying, among other things, (i) the Total Exchange Price (as defined in the launch press release) for each series of Old Notes, (ii) the New Notes Coupon (as defined in the launch press release), (iii) the aggregate principal amount of Old Notes validly tendered at or prior to the applicable Early Participation Date and accepted for exchange in each Exchange Offer, (iv) the proration factor (if any) to be applied and (v) the aggregate principal amount of New Notes and the Cash Amount payable for the applicable series of Old Notes on the Early Settlement Date.
The New Notes will not be registered under the Securities Act of 1933, as amended (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.
Only holders who duly complete and return an eligibility letter certifying that they are either (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who are not acting for the account or benefit of a U.S. Person and are “Non-U.S. qualified offerees” (as defined in the eligibility letter) are authorized to receive the Offering Memorandum and to participate in the Exchange Offers.
Global Bondholder Services Corporation is acting as the Information Agent and the Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers, including for assistance in completing an eligibility letter, or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The eligibility letter can be accessed at the following link https://gbsc-usa.com/eligibility/avolon.