- Action streamlines capital structure, eliminating
outstanding public warrants
- AerSale’s election to redeem warrants on a cashless basis
limits dilution to existing shareholders and is simpler and less
burdensome to warrant holders
- Cashless redemption reflects AerSale’s strong balance sheet
and confidence in its business outlook
AerSale Corporation (Nasdaq: ASLE) (“AerSale” or the “Company”)
today announced that the Company has elected to redeem, at 5:00
p.m. Eastern Time on December 29, 2021 (the “Redemption Date”), all
of its public warrants (the “Public Warrants”) to purchase shares
of AerSale’s common stock (the “Common Stock”) that were issued
under the Warrant Agreement, dated as of February 6, 2019 (the
“Warrant Agreement”), by and between the Company (f/k/a Monocle
Acquisition Corporation), and Continental Stock Transfer &
Trust Company, as warrant agent (the “Warrant Agent”), for a
redemption price of $0.01 per Public Warrant (the “Redemption
Price”). The Public Warrants are listed on Nasdaq under the symbol
“ASLEW.”
The Warrants were originally issued in connection with the
Company’s initial public offering in February 2019 (the “IPO”).
Warrants to purchase Common Stock that were issued under the
Warrant Agreement in a private placement simultaneously with the
IPO are not subject to this redemption.
Under the terms of the Warrant Agreement, AerSale is entitled to
redeem all of the outstanding Public Warrants if the last reported
sale price of Common Stock equals or exceeds $18.00 per share for
any 20 trading days within a 30-trading day period ending on the
third trading day prior to the date on which a notice of redemption
is given. This share price performance target has been met. At the
direction of the Company, the Warrant Agent has delivered a notice
of redemption to each of the registered holders of the outstanding
Public Warrants.
In addition, in accordance with the Warrant Agreement, AerSale’s
Board of Directors has elected to require that, upon delivery of
the notice of redemption, all Public Warrants are to be exercised
only on a “cashless basis.” Accordingly, holders may no longer
exercise Public Warrants and receive Common Stock in exchange for
payment in cash of the $11.50 per warrant exercise price. Instead,
a holder exercising a Public Warrant will be deemed to pay the
$11.50 per warrant exercise price by the surrender of 0.6283 of a
share of Common Stock (such fraction determined as described below)
that such holder would have been entitled to receive upon a cash
exercise of a Public Warrant. Accordingly, by virtue of the
cashless exercise of the Public Warrants, exercising warrant
holders will receive 0.3717 of a share of Common Stock for each
Public Warrant surrendered for exercise.
Registered holders of Public Warrants will have until 5:00 p.m.
Eastern Time on the Redemption Date to exercise their Public
Warrants. Any Public Warrants that remain unexercised at 5:00 p.m.
Eastern Time on the Redemption Date will be delisted, void and no
longer exercisable, and the holders will have no rights with
respect to those Public Warrants, except to receive the Redemption
Price. If a holder of a Public Warrant does not wish for its Public
Warrant to be redeemed, it must exercise such Public Warrant before
5:00 p.m. Eastern Time on the Redemption Date.
The number of shares of Common Stock that each exercising
warrant holder will receive by virtue of the cashless exercise
(instead of paying the $11.50 per Public Warrant cash exercise
price) was calculated in accordance with the terms of the Warrant
Agreement and is equal to the quotient obtained by dividing (x) the
product of the number of shares underlying the Public Warrants held
by such warrant holder, multiplied by the difference between
$18.3035, the volume weighted average price of the Common Stock for
the ten (10) trading days ending on November 23, 2021, the third
trading day prior to the date of the redemption notice (the “Fair
Market Value”) and $11.50, by (y) the Fair Market Value. If any
holder of Public Warrants would, after taking into account all of
such holder’s Public Warrants exercised at one time, be entitled to
receive a fractional interest in a share of Common Stock, the
number of shares the holder will be entitled to receive will be
rounded down to the nearest whole number of shares.
The Public Warrants will cease trading on Nasdaq at 5:00 pm
Eastern Time on the Redemption Date.
None of AerSale, its board of directors or employees has made or
is making any representation or recommendation to any holder of the
Public Warrants as to whether to exercise or refrain from
exercising any Public Warrants.
The shares of common stock underlying the Public Warrants have
been registered by the Company under the Securities Act of 1933, as
amended, and are covered by a registration statement filed on Form
S-1, as amended, with, and declared effective by, the Securities
and Exchange Commission (Registration No. 333-252703). Exercise of
Public Warrants should be directed through the broker of the
warrant holder. In addition to the broker, questions may also be
directed to Morrow Sodali at (800) 662-5200 (for individuals) /
(203) 658-9400 (for banks and brokerages) or at
ASLE@investor.morrowsodali.com. Or contact Continental Stock
Transfer & Trust Company, One State Street, 30th Floor, New
York, New York 10004, Attention: Compliance Department, Telephone
Number (212) 509-4000.
Additional information can be found on AerSale’s Investor
Relations website: https://ir.aersale.com/
About AerSale
AerSale serves airlines operating large jets manufactured by
Boeing, Airbus and McDonnell Douglas and is dedicated to providing
integrated aftermarket services and products designed to help
aircraft owners and operators to realize significant savings in the
operation, maintenance and monetization of their aircraft, engines,
and components. AerSale’s offerings include: Aircraft &
Component MRO, Aircraft and Engine Sales and Leasing, Used
Serviceable Material sales, and internally developed ‘Engineered
Solutions’ to enhance aircraft performance and operating economics
(e.g. AerSafe™, AerTrak™, and now AerAware).
No Offer or Solicitation
This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall
there be any sale of any securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
other jurisdiction.
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including without
limitation statements regarding our anticipated financial
performance; our growth trajectory; the impact of investments in
our Boeing 757 program on our financial performance; our ability to
sell our aircraft on the timelines we anticipate; the expected
operating capacity of our MRO facilities; the expected commencement
date of sales of our AerAware product; and our anticipated revenue
split between our two segments. AerSale’s actual results may differ
from their expectations, estimates and projections and
consequently, you should not rely on these forward looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this presentation, including without
limitation, the impact of the COVID-19 pandemic; factors adversely
impacting the commercial aviation industry; the fluctuating market
value of our products; our ability to repossess mid-life commercial
aircraft and engines; our ability to comply with stringent
government regulation; the shortage of skilled personnel, including
as a result of work stoppages; the highly competitive nature of the
markets in which we operate; and risks associated with our
international operations. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of the Company's most recent Annual
Report on Form 10-K filed with the Securities and Exchange
Commission ("SEC"), and its other filings with the SEC, including
its subsequent quarterly reports on Form 10-Q. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and AerSale Corporation assumes no obligation and does not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20211129005160/en/
Media: For more information about AerSale, please visit
our website: www.AerSale.com. Follow us on: LinkedIn | Twitter |
Facebook | Instagram
AerSale: Craig Wright Telephone: (305) 764-3200 Email:
media.relations@aersale.com
Investor: AerSale: AersaleIR@icrinc.com
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