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Signature Aviation U.S. Holdings, Inc. announces a consent solicitation for its

NEW YORK, April 8, 2021 /PRNewswire/ — Signature Aviation US Holdings, Inc. (the “Issuer”), a Delaware corporation and wholly-owned subsidiary of Signature Aviation plc (“Signature”), announces that it has commenced a solicitation of consents (the “Consent Solicitation”) from holders (the “Holders”) of its 4.000% Senior Notes due 2028 (the “Notes”) to certain proposed amendments to the Indenture dated as of November 1, 2019 under which the Notes were issued (the “Indenture”) among the Issuer, Signature, BBA US Investments S.À R.L and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Issuer continues to evaluate alternatives in respect of its outstanding 5.375% notes due May 1, 2026, including potential call options.

The Consent Solicitation is being conducted in connection with the previously announced proposed acquisition of the entire issued and to be issued share capital of Signature (the Issuer’s parent company and a guarantor of the Notes), other than shares in Signature owned or controlled by Cascade Investment, L.L.C. and the Bill & Melinda Gates Foundation Trust, by Brown Bidco Limited (“Bidco”), and Brown Group Holding, LLC (the “Initial Borrower”), newly formed entities to be indirectly and jointly owned by joint offerors comprising (i) funds advised by Blackstone Infrastructure Advisors L.L.C. and funds advised by Blackstone Core Equity Management Associates L.L.C., (ii) Global Infrastructure Management, LLC and (iii) Cascade Investment, L.L.C., to be effected by means of a court-sanctioned Scheme of Arrangement under Part 26 of the U.K. Companies Act 2006 (the “Scheme”) (as amended, supplemented, waived or otherwise modified from time to time, the “Acquisition”). The Acquisition would constitute a “Change of Control” under the Indenture.  The proposed amendments would eliminate the requirement for the Issuer to make a “Change of Control Offer” under the Indenture with respect to the Notes in connection with the Acquisition and would make certain other amendments to the Indenture in respect of the “Change of Control” provisions therein.

Holders who validly consent to the proposed amendments as part of the Consent Solicitation on or prior to 5:00 p.m., New York City time, on April 21, 2021, unless extended (such date and time, as they may be extended, the “Consent Date”), will be eligible to receive a consent fee of $2.50 in cash for each $1,000 in principal amount of Notes for which consents are received on or prior to the Consent Date.

In connection with the Acquisition, the Initial Borrower received an executed commitment letter (the “Commitment Letter”) to finance in part the Acquisition from certain debt commitment parties. The Commitment Letter contemplates an aggregate of up to $2.15 billion in debt financing consisting of (i) a senior secured term loan facility in an aggregate principal amount of up to $1.80 billion (the “Term Loan Facility”), consisting of a single tranche of U.S. dollar-denominated term loans, and (ii) a $350 million senior secured multicurrency revolving credit facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Bank Financing”), up to the entire aggregate principal amount of which may be drawn on and after the closing date of the Acquisition (the “Closing Date”) to retire any existing indebtedness of the Company, including the Notes and/or to fund general corporate purposes and/or working capital needs of the Company.

It is expected that the principal amount of the Term Loan Facility will be reduced by the principal amount of the Notes that remain outstanding on the Closing Date after giving effect to the consummation of the transactions, including the Tender Offer, and the notes issued by the Issuer due 2026. The Bank Financing will be incurred by the Initial Borrower and, at the election of Bidco, the Issuer, and Bidco will acquire the issued ordinary shares of the Company that are the subject of the…

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