DUBLIN, Nov. 17, 2015 /PRNewswire/ -- Fly Leasing Limited
(NYSE: FLY) ("FLY"), a global leader in aircraft leasing, today
announced that it is commencing its previously announced "modified
Dutch auction" tender offer for an aggregate purchase price of up
to $75,000,000 of its common shares
held in the form of American Depositary Shares (the "Shares") at a
price per Share not less than $12.70
and not greater than $14.25. The
tender offer will expire at 5:00
P.M., New York City time,
on Wednesday, December 16, 2015,
unless extended by FLY. Tenders of Shares must be made on or prior
to the expiration of the tender offer and may be withdrawn at any
time prior to the expiration of the tender offer, in each case, in
accordance with the procedures described in the Tender Offer
Materials (as defined below).
A "modified Dutch auction" tender offer allows shareholders to
indicate how many Shares and at what price within FLY's specified
range they wish to tender. Based on the number of Shares tendered
and the prices specified by the tendering shareholders, FLY will
determine the lowest price per Share within the specified range
that will enable FLY to purchase Shares having an aggregate
purchase price of up to $75,000,000.
Upon the terms and subject to the conditions of the tender offer,
if Shares having an aggregate purchase price of less than
$75,000,000 are validly tendered and
not validly withdrawn, FLY will buy all Shares validly tendered and
not validly withdrawn, subject to the satisfaction, in FLY's
reasonable judgment, or waiver of the conditions to the tender
offer. FLY also reserves the right, in the event that more than
$75,000,000 of its Shares are
tendered in the tender offer at or below the purchase price, to
purchase up to an additional 2% of its Shares outstanding without
extending the tender offer. All Shares purchased by FLY in the
tender offer will be purchased at the same price. Shareholders
whose Shares are purchased in the tender offer will be paid the
determined purchase price in cash, less any applicable withholding
taxes, less a cancellation fee of $0.03 per Share accepted for purchase in the
offer that will be paid to Deutsche Bank Trust Company Americas,
FLY's depositary, and without interest, after the expiration of the
tender offer.
FLY expects to fund the purchase of Shares in the tender offer
with existing cash and cash equivalents. The tender offer will not
be conditioned upon any minimum number of Shares being tendered,
but will be subject to certain other conditions as indicated in the
Offer to Purchase.
The complete terms and conditions of the tender offer are
contained in the Offer to Purchase and the related Letter of
Transmittal which are expected to be mailed to shareholders
shortly.
Wells Fargo Securities, LLC will serve as the dealer manager for
the tender offer. D.F. King &
Co., Inc. will serve as information agent for the tender offer, and
American Stock Transfer & Trust Company, LLC will serve as the
tendering agent for the tender offer. Shareholders and investors
who have questions or need assistance may call Wells Fargo
Securities, LLC at (877) 450-7515 (toll-free) or (212) 214-6400 or
D.F. King & Co, Inc. at (866)
406-2283 (toll-free).
None of FLY, its board of directors, Fly Leasing Management Co.
Limited, the dealer manager, the information agent, the tendering
agent or any of their affiliates, or any shareholders of FLY, makes
any recommendation as to whether to tender Shares or as to the
price or prices at which to tender them.
Information Regarding the Tender Offer
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any Shares.
The solicitation and offer to buy the Shares will only be made
pursuant to the Offer to Purchase and the Letter of Transmittal
that will be sent to FLY's Shareholders. Shareholders and investors
are urged to read FLY's Tender Offer Statement on Schedule TO, the
Offer to Purchase, the related Letter of Transmittal and the other
offer materials and exhibits thereto, as well as any amendments or
supplements to the Schedule TO when they become available, because
they will contain important information, including various terms
and conditions of the tender offer. Shareholders will be able to
obtain copies of the Offer to Purchase, the Letter of Transmittal
and the other tender offer materials (collectively, the "Tender
Offer Materials") filed by FLY as part of the Tender Offer
Statement on Schedule TO and other documents filed with the
Securities and Exchange Commission (the "SEC") through the SEC's
internet address at www.sec.gov without charge when these documents
become available. Shareholders and investors may also obtain a copy
of these documents, as well as any other documents FLY has filed
with the SEC, without charge, from the information agent,
D.F. King & Co., Inc., by
calling (866) 406-2283 (toll-free) or emailing
flyleasing@dfking.com.
About FLY
FLY is a global aircraft leasing company with a fleet of modern,
high-demand and fuel-efficient commercial jet aircraft. FLY
acquires and 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.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain "forward-looking
statements." Forward-looking statements may be identified by words
such as "expects," "intends," "anticipates," "plans," "believes,"
"seeks," "estimates," "will," or words of similar meaning and
include, but are not limited to, statements regarding the outlook
for FLY's future business and financial performance.
Forward-looking statements are based on management's current
expectations and assumptions, which are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. Actual outcomes and results may differ
materially due to global political, economic, business,
competitive, market, regulatory and other factors and risks.
Further information on the factors and risks that may affect FLY's
business is included in filings FLY makes with the SEC from time to
time, including its Annual Report on Form 20-F and its Reports on
Form 6-K. FLY expressly disclaims any obligation to update or
revise any of these forward-looking statements, whether because of
future events, new information, a change in its views or
expectations, or otherwise.
Contact:
Matt Dallas
Investor Relations
FLY Leasing Limited
+1 203-769-5916
ir@flyleasing.com
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SOURCE FLY Leasing Limited