Carlyle Aviation Partners to buy Fly Leasing

Carlyle Aviation Partners, Carlyle’s commercial aviation investment and servicing arm, has agreed to acquire Fly Leasing, an aircraft leasing company. The value of the deal is about $2.36 billion. Goldman Sachs is serving as financial advisor to Fly Leasing while RBC Capital Markets is acting as financial advisor and to Carlyle Aviation Partners.

PRESS RELEASE

DUBLIN, March 29, 2021 /PRNewswire/ — Fly Leasing Limited (NYSE: FLY) (“FLY”) a global leader in aircraft leasing, announced today that it has entered into a definitive agreement (“Merger Agreement”) to be acquired by an affiliate of Carlyle Aviation Partners (“Carlyle Aviation”), the commercial aviation investment and servicing arm within The Carlyle Group’s $56 billion Global Credit platform. Under the terms of the Merger Agreement, FLY shareholders will receive $17.05 per share in cash, representing a total equity valuation of approximately $520 million. The total enterprise value of the transaction is approximately $2.36 billion. FLY’s portfolio of 84 aircraft and seven engines is on lease to 37 airlines in 22 countries.

“This transaction represents strong value for FLY shareholders at a time when airlines are facing an extremely difficult environment and smaller aircraft lessors are disadvantaged in the debt markets,” said Colm Barrington, CEO of FLY. “After a thorough review and evaluation of its options, FLY’s Board of Directors enthusiastically recommends this transaction to its shareholders.”

The per share cash consideration represents a premium of approximately 29% to FLY’s closing price on March 26, 2021 and a 43% premium to the volume-weighted average share price during the last 30 trading days.

The Board of Directors of FLY has approved the Merger Agreement, acting upon the recommendation of a special committee appointed by the Board of Directors and consisting solely of independent and disinterested directors, and has recommended that FLY shareholders vote in favor of the transaction.

The transaction is expected to close in the third quarter of 2021 and is subject to customary closing conditions, including applicable regulatory clearance and the approval of FLY’s shareholders. Given the pending transaction, FLY will not host a first quarter earnings call.

Goldman Sachs & Co. LLC is acting as financial advisor to FLY and Gibson, Dunn & Crutcher LLP, Clifford Chance US LLP, Conyers Dill & Pearman, and McCann FitzGerald are acting as FLY’s legal counsel.

Kirkland & Ellis LLP is acting as legal counsel to BBAM LP, FLY’s manager and servicer.
RBC Capital Markets is acting as financial advisor and providing financing to Carlyle Aviation on the transaction. Milbank LLP and Wakefield Quin Limited are acting as legal counsel to Carlyle Aviation Partners.

About FLY
FLY is a global aircraft leasing company with a fleet of modern and fuel-efficient commercial jet aircraft. FLY leases its aircraft under multi-year operating lease contracts to a diverse group of airlines throughout the world. FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing. For more information visit www.flyleasing.com.

About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Investment Solutions. With $246 billion of assets under management as of December 31, 2020, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs 1,825 people in 29 offices across five continents. Further information is available at www.carlyle.com. Follow The Carlyle Group on Twitter @OneCarlyle.

About Carlyle Aviation Partners
Carlyle Aviation Partners is the commercial aviation investment and servicing arm of The Carlyle Group’s $56 billion Global Credit platform. It is a multi-strategy aviation investment manager that seeks to capitalize on its extensive technical knowledge, in-depth industry expertise and long-standing presence in the aviation sector. It has total assets under management of $6.1 billion, with a team of more than 90 employees and offices in the US, Ireland and Singapore. Carlyle Aviation Partners has 246 aircraft owned, managed or committed to purchase with 93 airline lessees in 53 countries.