Voyager Aviation Holdings, LLC (“Voyager” or the “Company”), a leading global aviation investment firm and commercial aircraft leasing company, announced today that, as of 5:00 p.m., New York City time on April 12, 2021, holders of 98.49% of the outstanding principal amount of the Company’s existing unsecured 8.500% Senior Notes due 2021 (the “Existing Unsecured Notes”) have participated in the Company’s previously announced Exchange Offer (as defined below). In addition, the Company announced that it has elected to extend the early tender date for the Exchange Offer and In-Court Restructuring Vote Solicitations (as defined below) from 5:00 p.m., New York City time, on April 12, 2021, to 11:59 p.m., New York City time, on April 26, 2021 (as so extended, the “Early Tender Date”), as further described below.

The Company has received sufficient tenders to meet the minimum tender condition requiring holders of at least 95% in outstanding aggregate principal amount of the Existing Unsecured Notes to have been validly tendered and not validly withdrawn prior to the Expiration Time (as defined below), and has received the requisite level of majority consents required to effectuate the Proposed Amendments (as defined below).

“We are extremely pleased to have the support of nearly all of our unsecured noteholders and all of our equityholders for our proposed Exchange Offer, well surpassing the minimum threshold for pursuing an out-of-court transaction and taking us one step closer to the stronger business we will be at the end of this process,” said Voyager’s President & Chief Executive Officer, Mike Lungariello. “This strong support is indicative of our financial stakeholders’ belief in our future. We are looking forward to exciting opportunities ahead for Voyager.”

Exchange Offer Summary

As previously announced, on March 30, 2021, the Company commenced an offer to exchange (the “Exchange Offer”) any and all of the outstanding $415,337,000 of Existing Unsecured Notes, including any accrued and unpaid interest on the Existing Unsecured Notes from the most recent date on which interest was paid until the date on which the Exchange Offer is completed, for (i) 100% of the pro forma common equity of the Company (the “New Equity”), which will be subject to dilution by a post-restructuring management incentive plan, (ii) up to $150.0 million principal amount of new 8.500% Senior Secured Notes due 2026 to be co-issued by the Issuers (the “New Notes”) and (iii) up to $200.0 million liquidation preference of preferred equity (the “Preferred Units” and, collectively with the New Equity and the New Notes, the “New Securities”) of an intermediate wholly owned holding company subsidiary of the Company (the “Preferred Units Issuer”). In addition, in connection with the Exchange Offer, the current holders of the existing equity interests of the Company will receive their pro rata share of an additional $15.0 million principal amount of New Notes in exchange for all of their existing equity interests. Eligible holders of Existing Unsecured Notes that tender Existing Unsecured Notes in the Exchange Offer will not receive accrued and unpaid interest on any Existing Unsecured Notes accepted for exchange under the Exchange Offer.

Concurrently with the Exchange Offer and Consent Solicitation (as defined below), on March 30, 2021 the Company also commenced the process of (i) collecting instructions to vote to accept a Scheme of Arrangement (the “Scheme”) in Ireland pursuant to Part 9 of the Companies Act 2014 of the Republic of Ireland (as amended), in the event the Exchange Offer is not successful and (ii) soliciting votes on an in-court prepackaged chapter 11 plan of reorganization (the “Plan”), to be able to implement a chapter 11 plan of reorganization in the event the Exchange Offer is not successful (collectively, the “In-Court Restructuring Vote Solicitations”). In addition, concurrently with the Exchange Offer and the In-Court Restructuring Vote Solicitations, the Company commenced a consent solicitation (the “Consent Solicitation”) whereby the Company is soliciting consents from eligible holders to certain proposed amendments to the indenture governing the Existing Unsecured Notes (the “Existing Unsecured Notes Indenture”) to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Existing Unsecured Notes Indenture (collectively, the “Proposed Amendments”). As previously announced, pursuant to an amended and restated Restructuring Support Agreement entered into on March 30, 2021 (the “Restructuring Support Agreement”), holders of approximately 84.85% of the principal amount of the outstanding Existing Unsecured Notes had agreed to tender their Existing Unsecured Notes in the Exchange Offer, consent to the Proposed Amendments and vote to accept the Scheme and the Plan.

Extension of Early Tender Date

The Company has extended the previously announced Early Tender Date from 5:00 p.m., New York City time, on April 12, 2021, to 11:59 p.m., New York City time, on April 26, 2021. Accordingly, the Early Tender Date will expire at the same time as the expiration of the Exchange Offer at 11:59 p.m., New York City time, on April 26, 2021, unless extended by the Company (the “Expiration Time”). The deadline to validly withdraw tenders of Existing Unsecured Notes, and to revoke the related consents in the Consent Solicitation, was not extended by the Company and expired at 5:00 p.m., New York City time, on April 12, 2021 (the “Withdrawal Deadline”). Accordingly, given that the Withdrawal Deadline has now passed, any tenders of Existing Unsecured Notes and consents provided in the Consent Solicitation may no longer be withdrawn or revoked, as applicable, unless the Exchange Offer is terminated without any Existing Unsecured Notes being accepted, or as required by applicable law.

As previously announced, the settlement date for the Exchange Offer is expected to occur on or prior to the fifth business day following the Expiration Time.

The consummation of the Exchange Offer and the Consent Solicitation remains conditioned upon the satisfaction or waiver of the conditions set forth in the Confidential Out-of-Court Exchange Offering Memorandum and Solicitation of Consents and Disclosure Statement and Solicitation of Votes Related to an In-Court Irish Scheme of Arrangement or Votes Related to an In-Court Prepackaged Chapter 11 Plan of Reorganization dated as of March 30, 2021 (as amended and supplemented by Supplement No. 1, dated April 8, 2021 and this press release, and as may be further amended, supplemented, modified or updated from time to time, the “Offering Memorandum and Disclosure Statement”).

Except as described in this press release, all other terms of the Exchange Offer, the In-Court Restructuring Vote Solicitations and the Consent Solicitations remain unchanged from the terms described in the Offering Memorandum and Disclosure Statement.

Satisfaction of Minimum Tender Condition

According to information provided to the Company by Epiq Corporate Restructuring, LLC, the information and exchange agent for the Exchange Offer, as of 5:00 p.m., New York City time, on April 12, 2021, holders of $409,077,000 in aggregate principal amount of the Existing Unsecured Notes, representing 98.49% of the outstanding aggregate principal amount of the Existing Unsecured Notes, had validly tendered and not validly withdrawn their Existing Unsecured Notes in the Exchange Offer, and had consented to the Proposed Amendments.

Accordingly, the Company has received sufficient tenders to meet the minimum tender condition requiring at least 95% in aggregate principal amount of the Existing Unsecured Notes to have been validly tendered and not validly withdrawn prior to the Expiration Time, and has received the requisite level of majority consents required to effectuate the Proposed Amendments.

Other Details

The Company is making the Exchange Offer, the Consent Solicitation and the In-Court Restructuring Vote Solicitations only to eligible holders through, and pursuant to, the terms of the Offering Memorandum and Disclosure Statement. None of the Company, the Consenting Stakeholders, the dealer manager for the Exchange Offer, the Information and Exchange Agent (as defined below) for the Exchange Offer, the Voting Agent (as defined below) for the In-Court Restructuring Vote Solicitations, the trustee under the Existing Unsecured Notes Indenture or the trustee and collateral agent under the indenture that will govern the New Notes, or their respective affiliates, takes any position or makes any recommendation as to whether or not eligible holders should participate in the Exchange Offer, the Consent Solicitation and the In-Court Restructuring Vote Solicitations.

Epiq Corporate Restructuring, LLC is the information and exchange agent for the Exchange Offer (the “Information and Exchange Agent”) and the voting agent for the In-Court Restructuring Vote Solicitations (the “Voting Agent”).

Voyager is advised in this process by Milbank LLP, A&L Goodbody and FTI Consulting. Consenting noteholders under the Restructuring Support Agreement who beneficially owned approximately 60% of the Existing Unsecured Notes as of the date of the Restructuring Support Agreement are advised by Clifford Chance US LLP, and additional Consenting Noteholders under the Restructuring Support Agreement who beneficially owned approximately 25% of the Existing Unsecured Notes as of the date of the Restructuring Support Agreement are advised by Skadden, Arps, Slate, Meagher & Flom (UK) LLP.