Macquarie AirFinance Holdings Limited (the “Company”) has commenced an offering of $500 million aggregate principal amount of Senior Notes due 2028 (the “Notes”) to investors in a private offering.
The Notes will initially be jointly and severally guaranteed (each, a “Guarantee”) by each of the Company’s direct and indirect subsidiaries (the “Guarantors”), other than the servicing entities of the Macquarie AirFinance group and each secured group subsidiary as defined under the Company’s Revolving Credit Facility (as defined below).
The Notes and the Guarantees will be senior unsecured obligations of the Company and the Guarantors and will rank equally in right of payment with all of the existing and future senior unsecured debt of the Company and the Guarantors that are not subordinated. The Notes and the Guarantees will rank junior to all existing and future secured debt of the Issuer and the Guarantors to the extent of the value of the assets securing that debt. The Notes and the Guarantees will be effectively subordinated to any and all liabilities, including trade payables, of the Company’s subsidiaries that are not Guarantors.
The Company plans to use the net proceeds from the sale of the Notes to prepay a portion of the outstanding principal amount of the term loan (the “Term Loan”) under the Company’s secured credit agreement dated as of June 9, 2015 (as amended and restated as of May 15, 2018, as amended as of August 13, 2019, and as otherwise amended and/or restated from time to time, the “Term Loan Facility”), and to repay a portion of the principal amount outstanding under the Company’s revolving credit facility dated as of May 15, 2018 (as amended and restated as of June 30, 2022, and as otherwise amended and/or restated from time to time, the “Revolving Credit Facility”).
The Company and the Guarantors will make the offering of the Notes and the Guarantees pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers of the Notes will offer the Notes only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act (“Rule 144A”) or outside the United States to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The Notes and the Guarantees have not been and will not be registered under the Securities Act or any state securities laws. Therefore, the Notes and the Guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
Application will be made for the Notes to be admitted to the Official List of the of the Cayman Islands Stock Exchange.