Signature Aviation US Holdings, Inc. announces its election to redeem in full its 5.375% Senior Notes due 2026

NEW YORK, April 30, 2021 /PRNewswire/ -- Signature Aviation US Holdings, Inc. (the "Issuer"), a Delaware corporation and wholly-owned subsidiary of Signature Aviation plc ("Signature"), announces its election to redeem in full (the "Redemption"), subject to the satisfaction or waiver of certain conditions, its outstanding $500,000,000 5.375% Senior Notes due 2026 (the "Notes") upon the terms of, and subject to the conditions set forth in, the Notice of Full Conditional Redemption sent to the holders of the Notes on April 30, 2021 (the "Redemption Notice") in accordance with the requirements under the indenture related to the Notes (the "Indenture").

The date fixed for Redemption is June 1, 2021 (the "Redemption Date").  On the Redemption Date (which may be delayed as described below), the Notes will be redeemed at a redemption price equal to 102.68750% of the aggregate principal amount plus accrued and unpaid interest, if any, to but not including the Redemption Date (the "Redemption Price").

The Redemption is being made in connection with, and is expressly conditioned upon, (i) the consummation of 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, 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 (as amended, supplemented, waived or otherwise modified from time to time) (the "Acquisition Condition") and (ii) the receipt by the Issuer from Bidco or its affiliates of an amount equal to the Redemption Price (the "Financing Condition").

Because the Redemption is conditioned upon the satisfaction or waiver of the Acquisition Condition and the Financing Condition, none of the Notes shall be due and payable by the Issuer on the Redemption Date unless and until the Acquisition Condition and the Financing Condition are satisfied or waived by the Issuer and, as permitted by the Indenture, the Issuer intends to delay the Redemption Date, as needed to so coincide with or immediately follow the satisfaction or waiver of the Acquisition Condition and the Financing Condition, which may be more than 60 days after the date of the Redemption Notice.  The Redemption may not occur and the Redemption Notice may be rescinded by the Issuer in its sole discretion in the event that the Acquisition Condition and the Financing Condition are not satisfied or waived by the Issuer by the Redemption Date, or by the Redemption Date as so delayed. 

This press release does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities.  The Redemption is being made only pursuant to the Redemption Notice dated April 30, 2021.

The Bank of New York Mellon Trust Company, N.A. is acting as trustee and paying agent  (the "Trustee and Paying Agent") for the Redemption. Questions or requests relating to the Redemption may be directed to the Trustee and Paying Agent at The Bank of New York Mellon Trust Company, N.A., 4655 Salisbury Road, Suite 300, Jacksonville, FL 32256.

About Signature Aviation plc

Signature is a leading global fixed-base operator ("FBO") network for business and general aviation ("B&GA") travelers and provides premium, full-service flight support, including fuel and non-fuel services, ground handling and technical support for passengers, crew and aircraft. Signature serves customers at more than 360 FBO locations covering key markets in North America, Europe, South America, the Caribbean, Africa and Asia. Following the sale of Ontic on October 31, 2019 and with the ongoing process to sell its engine repair and overhaul business, the Board of Directors of Signature elected to rename the group from BBA Aviation plc to Signature Aviation plc to better align it with its most significant brand in its core market.

Complementary to the core Signature Flight Support FBO business, Signature also comprises EPIC and TECHNICAir. EPIC provides fuel and fuel related services at FBOs across North America including fuel purchasing cards and transaction processing. TECHNICAir provides aircraft maintenance, repair and overhaul with locations throughout the United States and Europe, specialising in small to mid-size, turbine-powered business aircraft.

Signature is listed on the London Stock Exchange. Signature is a public limited company incorporated under the laws of England and Wales and is registered under company number 53688. Signature's registered office is located at 105 Wigmore Street, London, W1U 1QY, England.

The Issuer is a wholly-owned subsidiary of Signature and is the issuer of the Notes.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws.  The forward-looking statements include, without limitation, statements concerning the Redemption, the Acquisition Condition and the Financing Condition.  Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Issuer, Signature and Bidco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results.  The Issuer, Signature and Bidco expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

SOURCE Signature Aviation plc

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