DUBLIN, Dec. 17, 2015 /PRNewswire/ -- Fly Leasing
Limited (NYSE: FLY) ("FLY"), a global leader in aircraft leasing,
today announced the preliminary results of its "modified Dutch
auction" tender offer, which expired at 5:00
P.M., New York City time,
on Wednesday, December 16, 2015. The
tender offer was one component of FLY's previously announced
$100 million share repurchase
program, which FLY intends to continue implementing through open
market purchases or in privately negotiated transactions or
otherwise, subject to market conditions.
Based on the preliminary count by the tendering agent for the
tender offer, a total of approximately 11,063,469 of FLY's common
shares held in the form of American Depositary Shares (the
"Shares") were validly tendered and not validly withdrawn pursuant
to the tender offer, including approximately 1,078,288 Shares that
were tendered through notice of guaranteed delivery.
The tender offer was oversubscribed. In accordance with the
terms and conditions of the tender offer, and based on the
preliminary count by the tendering agent, FLY expects to repurchase
approximately 5,376,344 Shares at $13.95 per Share on a pro rata basis, except for
tenders of odd lots, which will be accepted in full, for a total
cost of approximately $75,000,000,
excluding fees and expenses related to the tender offer. As such,
FLY has determined that the preliminary proration factor for the
tender offer is approximately 86.3%. The Shares that are expected
to be repurchased represent approximately 13.1% of FLY's
outstanding Shares as of December 16,
2015.
The number of Shares expected to be purchased in the tender
offer, the purchase price and the proration factor referred to
above are preliminary and subject to change. The preliminary
information contained in this press release is based on the
assumption that all Shares tendered through notice of guaranteed
delivery will be delivered within the prescribed three trading day
settlement period. The final number of Shares to be purchased and
the final purchase price will be announced following the completion
of the confirmation process and the expiration of the guaranteed
delivery period. Payment for the Shares accepted pursuant to the
tender offer, and the return of all other Shares tendered and not
purchased, will occur promptly thereafter.
Wells Fargo Securities, LLC served as the dealer manager for the
tender offer. D.F. King & Co.,
Inc. served as information agent for the tender offer, and American
Stock Transfer & Trust Company, LLC served 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).
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.
Note Regarding Share Repurchase Program
FLY's announcement of its plans to continue to implement its
share repurchase program does not obligate FLY to repurchase any
specific dollar amount or number of its Shares. FLY will determine
when, if and how to proceed with any repurchase transactions under
the program, as well as the amount of any such repurchase
transactions, based upon, among other things, the results of the
tender offer and FLY's evaluation of its liquidity and capital
needs (including for strategic and other opportunities), its
business, results of operations, and financial position and
prospects, general financial, economic and market conditions,
prevailing market prices for FLY's Shares, corporate, regulatory
and legal requirements, and other conditions and factors deemed
relevant by FLY's management and Board of Directors from time to
time. The share repurchase program may be suspended or discontinued
at any time. There can be no assurance as to the actual volume of
share repurchases in any given period or over the term of the
program, if any, or as to the manner or terms of any such
repurchases. This press release does not constitute an offer to
sell or the solicitation of an offer to buy any securities in any
jurisdiction.
Contact:
Matt Dallas
Investor Relations
FLY Leasing Limited
+1 203-769-5916
ir@flyleasing.com
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SOURCE FLY Leasing Limited