Voyager Aviation gives early results of exchange offer for 8˝% notes

By Rebecca Melvin

Concord, N.H., April 13 – Voyager Aviation Holdings LLC announced the early results of its March 30 offer to exchange any and all of its $415,337,000 outstanding 8˝% senior unsecured notes due 2021 (Cusip: 46122XAG8) issued by Voyager and Voyager Finance Co. for common stock, new notes and preferred stock.

As of 5 p.m. ET on April 12, holders of 98.49% of the outstanding principal amount of the company’s existing unsecured 8.5% notes have participated in the company’s exchange offer.

The company also announced it has decided to extend the early tender date for the exchange offer and in-court restructuring vote solicitations to 11:59 p.m. ET on April 26 from 5 p.m. ET on April 12.

The company has received sufficient tenders to meet the minimum tender condition requiring holders of at least 95% in outstanding aggregate principal amount to have tendered and not withdrawn their notes prior to the expiration. As a result, the company has received the required level of majority consents required to effectuate the proposed amendments.

“We are extremely pleased to have the support of nearly all of our unsecured noteholders and all of our equity holders 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,” Voyager president & chief executive, Mike Lungariello, said.

As previously reported, 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 8˝% 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 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 11:59 p.m. ET on April 26, the new early tender date and expiration, 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 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.

Settlement 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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