Voyager Aviation offers to exchange 8½% notes for new notes, equity

By Taylor Fox

New York, March 30 – Voyager Aviation Holdings, LLC said it has begun an offer to exchange any and all of the $415,337,000 outstanding 8½% senior unsecured notes due 2021 (Cusip: 46122XAG8) issued by Voyager and Voyager Finance Co. for common stock, new notes and preferred stock.

Specifically, Voyager is offering to exchange the 2021 notes for 100% of the pro forma common equity of the company, subject to dilution by a post-restructuring management incentive plan; up to $150 million of new 8½% senior secured notes due 2026; and up to $200 million liquidation preference of preferred equity of an intermediate wholly owned subsidiary, according to a news release.

The current holders of existing equity interests of the company will also receive pro rata shares of an additional $15 million new notes in exchange for all of their existing equity interests.

The company is also collecting instructions to vote to accept a scheme of arrangement in Ireland, in the event the exchange offer is not successful, and soliciting votes on an in-court pre-packaged Chapter 11 plan of reorganization, to be able to implement a Chapter 11 plan of reorganization in the event the exchange offer is not successful.

Voyager is also soliciting consents from eligible holders to some proposed amendments to the indenture governing the existing unsecured notes to eliminate substantially all of the restrictive covenants and some events of default and related provisions.

A group of consenting noteholders hold 85% of the outstanding amount of existing notes.

Holders who tender notes prior to 5 p.m. ET April 12, the early tender date, will receive pro rata percentage of 100% of the new equity, subject to dilution by the management incentive plan; $311.16 of new notes of the issuers; and $481.54 liquidation preference of preferred units of the preferred units issuer; plus an early tender consideration of $50 per $1,000 of notes tendered.

Holders who tender notes after the early deadline but before the expiration date will receive pro rata percentage of 100% of the new equity, subject to dilution by the management incentive plan; $311.16 of new notes of the issuers; and $481.54 liquidation preference of preferred units of the preferred units issuer.

The exchange offer and the consent solicitation are conditioned on, among other things, at least 95% of the aggregate principal amount of the existing notes being tendered for exchange; execution of a supplemental indenture to effect the proposed amendments; the restructuring support agreement remaining in full force and not being terminated; and other conditions under the restructuring support agreement being satisfied or waived.

The offer will expire at 11:59 p.m. ET April 26.

The settlement date is expected to occur on or prior to the fifth business day following the expiration time.

Epiq Corporate Restructuring, LLC is the information and exchange agent and the voting agent for the in-court restructuring vote solicitations.

Milbank LLP and FTI Consulting are advisors.

The initial consenting noteholders 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.

Voyager Aviation is a aviation investment firm and commercial aircraft leasing company based in Stamford, Conn.

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