Voyager Aviation extends tender, consent solicitation on 8½% notes

Chicago, April 27 – Voyager Aviation Holdings LLC extended its March 30 offer to exchange any and all of its $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 to a near early tender deadline of 11:59 p.m. ET on May 3, according to a press release.

As of 11:59 p.m. ET on April 26, the previous deadline, noteholders of 98.49%, or $409,077,000, of the outstanding principal amount of the notes have participated in the exchange offer.

The company had a minimum tender condition for 95% of the outstanding notes, which has been met. Also, the company has received enough consents for the proposed amendments.

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

The company was also collecting instructions to vote to accept a scheme of arrangement in Ireland, if the event the exchange offer was 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 was not successful.

In addition, Voyager was 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.

Holders who tender notes prior to the early tender deadline will receive a 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 an aviation investment firm and commercial aircraft leasing company based in Stamford, Conn.

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