Voyager Aviation Holdings, LLC (“Voyager” or the “Company”), a leading global aviation investment firm, announced today that it has entered into a restructuring support agreement (the “Restructuring Support Agreement”) documenting its previously announced agreement in principle with beneficial owners of approximately 60% of the Company’s 8.500% Senior Notes due 2021 (the “Existing Unsecured Notes” and, such beneficial owners, the “Consenting Noteholders”) and holders of 100% of the Company’s equity (the “Existing Equityholders” and, together with the Consenting Noteholders, the “Consenting Stakeholders”), formalizing the terms for a debt restructuring transaction (the “Restructuring”) that will strengthen the Company’s overall financial position and enable the Company to focus on growth. Voyager does not anticipate any change in its day-to-day operations or the services it provides to its customers throughout this process.
“We are pleased with the continued collaboration with our consenting noteholders and equityholders and the execution of this agreement. Their support will help position Voyager for future success and we look forward to engaging with more of our financial stakeholders as we commence the exchange,” said Voyager’s President & Chief Executive Officer, Mike Lungariello. “We are confident that this proposed transaction, along with our new, established owners, sets up our business well for long-term financial stability as the industry recovers from COVID-19 and better positions us to capitalize on future growth opportunities.”
Voyager has a diverse, global customer base consisting of prominent passenger and cargo airlines that include Air France, AirBridgeCargo, Cebu Pacific, Sichuan Airlines, Turkish Airlines, and Alitalia. As of September 30, 2020, the Company’s fleet had a weighted average remaining lease term of 6.6 years and there were no scheduled lease maturities until 2022. These existing airline partnerships and lease terms, modern fleet, and the execution of this transaction represent a strong financial base for Voyager as it looks towards future growth opportunities.
Voyager and the Consenting Stakeholders have agreed to support the Restructuring through an out-of-court exchange offer (the “Exchange Offer”), which is expected to launch and close during the first quarter of 2021, or, to the extent the Exchange Offer is not completed, through (i) an Irish scheme of arrangement (the “Scheme”) or, if desired, (ii) a prepackaged plan of reorganization (the “Plan” and, together with the Plan, the “In-Court Restructuring”), in each case subject to the terms and conditions set forth in the Restructuring Support Agreement.
Under the Restructuring Support Agreement, the terms that the Company expects to offer to the holders of the Existing Unsecured Notes in the Exchange Offer and the In-Court Restructuring would be, in exchange for 100% of the outstanding Existing Unsecured Notes, including all accrued and unpaid interest thereon:
- 100% of the pro forma common equity of the Company (“New Equity”), which will be subject to dilution by a post-restructuring management incentive plan;
- up to $150.0 million principal amount of new 8.500% Senior Secured Notes due 2026 to be issued by the Company (“New Notes”); and
- up to $200.0 million liquidation preference of preferred equity of an intermediate holding company subsidiary of the Company (the “Preferred Units” and, together with the New Equity and the New Notes, the “New Securities”).
In addition, in connection with the Restructuring, the Existing Equityholders would receive a pro rata share of an additional $15.0 million in aggregate principal amount of New Notes to be issued by the Company on the date of the completion of the Restructuring.
The Restructuring Support Agreement contemplates various conditions to the Exchange Offer, including, among other things, the negotiation of definitive documentation governing the New Securities and a minimum tender condition of at least 95% of the aggregate principal amount of the Existing Unsecured Notes in the Exchange Offer.
To the extent the Exchange Offer is not successful, the Company is required under the terms of the Restructuring Support Agreement to seek approval from its board of managers to implement the In-Court Restructuring and, to the extent such approval is received, take all steps reasonably necessary to effectuate the In-Court Restructuring, which the Consenting Stakeholders have agreed to support subject to the terms and conditions of the Restructuring Support Agreement.
Voyager is advised in this process by Milbank LLP, Moelis & Company LLC and FTI Consulting. The Consenting Noteholders under the Restructuring Support Agreement are advised by Clifford Chance US LLP.