Voyager Aviation Holdings, LLC (“Voyager” or the “Company”), a leading global aviation investment firm and commercial aircraft leasing company, announced today the commencement of an offer to exchange (the “Exchange Offer”) any and all of the outstanding $415,337,000 aggregate principal amount of existing unsecured 8.500% Senior Notes due 2021 (the “Existing Unsecured Notes”) issued by Voyager and Voyager Finance Co. (collectively, the “Issuers”), 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.
Concurrently with the Exchange Offer and Consent Solicitation (as defined below), the Company is also (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”).
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”).
The Exchange Offer, the Consent Solicitation and the In-Court Restructuring Vote Solicitations are being commenced pursuant to the previously announced restructuring support agreement, dated February 19, 2021, by and among the Company, certain beneficial owners of approximately 60% of the Existing Unsecured Notes (the “Initial Consenting Noteholders”) and holders of 100% of the Company’s equity (the “Consenting Equityholders”), and are part of a financial restructuring, whether accomplished through the Exchange Offer, the Scheme or the Plan (collectively, the “Restructuring”) that is anticipated to strengthen the Company’s overall financial position and enable the Company to focus on its future growth. Voyager does not anticipate any change in its day-to-day operations or the services it provides to its customers throughout the Restructuring.
On March 30, 2021, the Company, the Consenting Equityholders and the Initial Consenting Noteholders amended and restated the restructuring support agreement (as amended and restated, the “Restructuring Support Agreement”) to (i) add certain additional holders of the Existing Unsecured Notes, who collectively hold approximately 25% of the aggregate principal amount of Existing Unsecured Notes outstanding (the “Additional Consenting Noteholders” and, together with the Initial Consenting Noteholders, the “Consenting Noteholders”), as parties thereto (the Consenting Noteholders, together with the Consenting Equityholders, the “Consenting Stakeholders”) and (ii) provide for certain additional agreements between the parties thereto with respect to minority equityholder protections in the governance documents of the Company following the Restructuring. As of the date hereof, the Consenting Noteholders collectively hold approximately 85% of the outstanding aggregate principal amount of the Existing Unsecured Notes.
The following table sets forth the total consideration (the “Total Consideration”) per $1,000 principal amount of Existing Unsecured Notes if validly tendered (and not validly withdrawn) prior to or on the Early Tender Date (as defined below) and the exchange consideration (the “Exchange Consideration”) per $1,000 of Existing Unsecured Notes if validly tendered after the Early Tender Date and accepted for exchange in the Exchange Offer:
Consideration per $1,000 Principal Amount
CUSIP Nos. of
Total Consideration if Tendered Prior to or
CUSIP NO. 46122X AG8 (144A)
Early Tender Consideration:
In order to be eligible to receive the Total Consideration, eligible holders of Existing Unsecured Notes must validly tender (and not validly withdraw) their Existing Unsecured Notes prior to 5:00 p.m., New York City time, on April 12, 2021 (the “Early Tender Date”). The Exchange Offer will expire at 11:59 p.m., New York City time, on April 26, 2021, unless extended or earlier terminated by the Company (the “Expiration Time”). Tendered Existing Unsecured Notes may be validly withdrawn at any time prior to the Early Tender Date, but not thereafter. The settlement date for the Exchange Offer is expected to occur on or prior to the fifth business day following the Expiration Time (the “Settlement Date”). 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.
The consummation of the Exchange Offer and the Consent Solicitation is 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 may be amended from time to time, the “Offering Memorandum and Disclosure Statement”). Such conditions include, among other things: (i) at least 95% of the aggregate principal amount of the Existing Unsecured Notes being validly tendered (and not being validly withdrawn) in the Exchange Offer, (ii) the execution of a supplemental indenture to the Existing Unsecured Notes Indenture implementing the Proposed Amendments, (iii) the Restructuring Support Agreement remaining in full force and effect and not being terminated in accordance with its terms (except for any termination by any one or more individual Consenting Stakeholder that does not otherwise cause the Restructuring Support Agreement to terminate) and (iv) all other conditions under the Restructuring Support Agreement being satisfied or duly waived and continuing to be satisfied or duly waived as of the date of the consummation of 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 an in-court restructuring by means of the Plan or the Scheme (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. The In-Court Restructuring would be implemented through (i) the Scheme or, if desired, (ii) the Plan, in each case subject to the terms and conditions set forth in the Restructuring Support Agreement. In order to facilitate the implementation an In-Court Restructuring, whether through the Scheme or the Plan, in the event that the Exchange Offer is not successful, concurrently with the Exchange Offer and Consent Solicitation, the Company is also conducting the In-Court Restructuring Vote Solicitations, in each case, as described in the Offering Memorandum and Disclosure Statement.
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 and FTI Consulting. The Initial Consenting Noteholders under the Restructuring Support Agreement are advised by Clifford Chance US LLP and the Additional Consenting Noteholders under the Restructuring Support Agreement are advised by Skadden, Arps, Slate, Meagher & Flom (UK) LLP.