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Wheels Up taps private lenders to add $40 million to September term loan
Chicago, Nov. 16 – Wheels Up Experience Inc. amended a credit agreement from September on Nov. 15 to add a $40 million incremental term loan from a list of private lenders, according to an 8-K filing with the Securities and Exchange Commission.
Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP, Whitebox GT Fund, LP and Kore Fund Ltd. provided the $40 million to bring the entire credit facility to $390 million on the term loan and $100 million for a revolver.
On Sept. 20, Wheels Up entered the initial credit agreement for the $350 million term loan and the $100 million revolver.
That financing was provided by Delta Air Lines, Inc., CK Wheels LLC and Cox Investment Holdings, Inc.
At the time of the initial term loan, there was the possibility of an additional $50 million incremental term loan from a different lender.
Both the term loan and the revolver mature Sept. 20, 2028.
Interest is at 10% and may be paid in kind.
The company set aside shares of its class A common stock for the initial lenders when the loan was first signed. The investment and investor rights agreement was amended to make room investor rights for the incremental term loan lenders.
Additionally, the initial lenders were able to appoint directors to a newly structured board of directors.
Working backwards, the company raised substantial doubt about its ability to continue as a going concern in an NT 10-Q filing with the Securities and Exchange Commission in August.
Delta stepped forward quickly at that time with a short-term capital infusion in the form of a $70 million 10% secured promissory note.
The promissory note was repaid when the company put the initial $350 million loan in place.
Davis Polk, Jefferies LLC, Kirkland & Ellis and PJT Partners helped as strategic advisers.
Wheels Up is a provider of on-demand private aviation. The company is based in New York.
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