AerSale Corp. (“AerSale” or the “Company”), a leading integrated
global provider of aviation aftermarket products and services,
announced today that Monocle Acquisition Corporation (Nasdaq:
MNCL), a special purpose acquisition company, has filed an amended
preliminary proxy statement/prospectus as part of a registration
statement on Form S-4 with the U.S. Securities and Exchange
Commission (“SEC”). This filing is in connection with the recently
announced revised business combination between AerSale and Monocle.
Completion of the transaction, which is expected in early Fourth
Quarter of 2020, is subject to approval by Monocle shareholders and
other customary closing conditions.
While the registration statement has not yet become effective
and the information contained therein is subject to change, it
provides important information about Monocle’s proposed business
combination with AerSale. Once the registration statement has been
declared effective by the SEC, the final joint proxy
statement/prospectus will be mailed to shareholders of Monocle
prior to shareholder vote on the proposed transaction. To view the
Form S-4 filing on the SEC website, click here.
Headquartered in Coral Gables, Florida and with strategically
located operating facilities, AerSale serves a growing global
customer base. The Company’s management team, averaging
approximately 25 years of directly related multi-disciplined
industry experience, has established customer relationships across
major airlines, cargo operators, e-commerce and express freight
providers, MRO shops, OEMs, government entities, and aircraft
leasing companies. Supported by proprietary aircraft, engine and
component pricing, utilization and transaction data, unique fleet
analytics, and a highly structured opportunity identification and
valuation process, AerSale’s leadership has demonstrated financial
success across economic cycles, and has the Company well-positioned
to grow in the aftermarket sector as commercial aviation recovers
in 2021 and beyond.
On a pro forma basis, AerSale expects to generate approximately
$307 million in revenue and a 17.6% Adjusted EBITDA margin for the
full year 2021. As the aviation market recovers, the Company
forecasts significant revenue and Adjusted EBITDA growth over the
next several years resulting from the unprecedented availability of
attractively-priced retired aircraft and engines for acquisition,
the growth in the e-commerce and air cargo markets, the increasing
contribution of MRO products and services, the rollout of higher
margin proprietary engineered products and services, increased
penetration of the government and defense marketplace, improved
operating leverage, and continuing M&A activity.
The revised merger agreement is supported by AerSale’s current
owners – Leonard Green & Partners, Florida Growth Fund LLC and
the Company’s two founders – who will be rolling-over the vast
majority of their equity in the combined company. The transaction
will be funded by a combination of cash held in Monocle’s trust
account and common stock in the surviving company to be issued to
existing AerSale shareholders. AerSale will retain the first $50
million of cash proceeds from Monocle’s trust account and 40% of
all trust proceeds in excess of $50 million. As a result of this
new structure, AerSale will be debt-free at close. Further,
assuming no redemptions from the trust account, it is anticipated
that AerSale will have approximately $128 million of cash on its
balance sheet and $110 million of additional liquidity available
under its existing asset backed debt financing facility.
Monocle is being advised by PJT Partners; Cowen; Cadwalader,
Wickersham & Taft LLP; Greenberg Traurig, LLP; and Alton
Aviation Consultancy. AerSale is being advised by RBC Capital
Markets; Harris Williams and Latham & Watkins LLP.
About AerSale
A global aviation leader celebrating its 10-year anniversary,
AerSale specializes in the sale, lease, and exchange of used
aircraft, engines, and components, in addition to providing a broad
range of maintenance, repair, and overhaul and engineering services
for commercial aircraft and components. AerSale also offers asset
management services to owners of end-of-life aircraft and engine
portfolios.
AerSale is a leading global supplier of aftermarket aircraft,
spare engines, flight equipment, maintenance, repair and overhaul
(MRO) services, and used serviceable material (USM) support. The
Company also provides a broad range of internally engineered
proprietary repairs, products, modifications, upgrades, and other
cost-saving technical solutions. AerSale focuses on commercial
aircraft and engines from their mid-life phase of operating service
through asset retirement. By utilizing its highly integrated suite
of asset management, maintenance and monetizing services, AerSale
is able to realize the highest value of mid-life flight equipment
investments, while also maximizing the value, reliability,
performance and safety of customers’ aircraft and engines
worldwide.
Headquartered in Coral Gables, Florida and with strategically
located operating facilities, AerSale serves a growing global
customer base. The Company’s management team, averaging
approximately 25 years of directly related multi-disciplined
industry experience, has established customer relationships across
major airlines, cargo operators, MRO shops, OEMs, government
entities, and aircraft leasing companies. Supported by proprietary
aircraft, engine and component pricing, utilization and transaction
data, unique fleet analytics, and a highly structured opportunity
identification and valuation process, AerSale’s leadership has
demonstrated financial success across economic cycles, and has
well-positioned the Company to grow in the rapidly expanding
commercial aviation aftermarket sector.
For more information, please visit www.aersale.com.
About Monocle Acquisition Corporation
Monocle Acquisition Corporation is a public investment vehicle
formed for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
similar business combination with one or more businesses with a
focus in the aerospace and defense sectors.
About Leonard Green & Partners, L.P.
Leonard Green & Partners, L.P. is a leading private equity
investment firm founded in 1989 and based in Los Angeles. The firm
partners with experienced management teams and often with founders
to invest in market-leading companies. Since inception, LGP has
invested in over 90 companies in the form of traditional buyouts,
going-private transactions, recapitalizations, growth equity, and
selective public equity and debt positions. LGP primarily focuses
on companies providing services, including consumer, business, and
healthcare services, as well as retail, distribution, and
industrials. For more information, please visit
www.leonardgreen.com.
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. Monocle’s and 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. These forward-looking statements include, without
limitation, Monocle’s and AerSale’s expectations with respect to
future performance and anticipated financial impacts of the
consummation of the transactions described in this press release
(the “Business Combination”), the satisfaction of the closing
conditions to the Business Combination and the timing of the
completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside Monocle’s and AerSale’s
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the impact of the
COVID-19 pandemic on the aviation industry and the aviation
aftermarket industry generally, and on AerSale’s business in
particular; (2) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Amended and Restated Agreement and Plan of Merger (the “Amended and
Restated Merger Agreement”) or could otherwise cause the Business
Combination to fail to close; (3) the outcome of any legal
proceedings that may be instituted against Monocle and AerSale
following the announcement of the Amended and Restated Merger
Agreement and the Business Combination; (4) the inability to
complete the Business Combination, including due to failure to
obtain approvals from the stockholders of Monocle and AerSale or
other conditions to closing in the Amended and Restated Merger
Agreement; (5) the inability to obtain or maintain the listing of
the shares of common stock of the post-acquisition company on The
Nasdaq Stock Market following the Business Combination; (6) the
risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the
Business Combination; (7) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably and retain its key
employees; (8) costs related to the Business Combination; (9)
changes in applicable laws or regulations; (10) the possibility
that AerSale or the combined company may be adversely affected by
other economic, business, and/or competitive factors; and (11)
other risks and uncertainties indicated from time to time in the
proxy statement/prospectus relating to the Business Combination,
including those under “Risk Factors” therein, and in Monocle’s
other filings with the SEC. Monocle cautions that the foregoing
list of factors is not exclusive. Monocle further cautions readers
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Monocle does not undertake to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based unless required to do so under applicable law.
Non-GAAP Financial Measures
This press release includes projected non-GAAP financial
measures, including Adjusted EBITDA and Adjusted EBITDA margin on a
pro forma basis. AerSale defines Adjusted EBITDA as net income
(loss) after giving effect to interest expense, depreciation and
amortization, income tax expense (benefit), management fees, the
airline settlement and one-time adjustments and non-recurring
items. AerSale defines Adjusted EBITDA on a pro forma basis as
Adjusted EBITDA after giving effect to normalized Avborne EBITDA,
normalized Qwest EBITDA and estimated public company costs.
Monocle and AerSale believe that these non-GAAP measures of
financial results provide useful information to management and
investors regarding certain financial and business trends relating
to AerSale’s financial condition and results of operations.
AerSale’s management uses certain of these non-GAAP measures to
compare AerSale’s performance to that of prior periods for trend
analyses and for budgeting and planning purposes. These non-GAAP
measures should not be construed as an alternative to net income or
net income margin as an indicator of operating performance or as an
alternative to cash flow provided by operating activities as a
measure of liquidity (each as determined in accordance with
GAAP).
A reconciliation of non-GAAP forward looking information to
their corresponding GAAP measures has not been provided due to the
lack of predictability regarding the various reconciling items such
as provision for income taxes and depreciation and amortization,
which are expected to have a material impact on these measures and
are out of AerSale and Monocle’s control or cannot be reasonably
predicted without unreasonable efforts. You should review AerSale’s
audited financial statements, which are included in the proxy
statement/prospectus to be delivered to Monocle’s stockholders, and
not rely on any single financial measure to evaluate AerSale’s
business. Other companies may calculate Adjusted EBITDA and
Adjusted EBITDA margin on a pro forma basis differently, and
therefore AerSale’s Adjusted EBITDA, Adjusted EBITDA margin on a
pro forma basis and other non-GAAP measures may not be directly
comparable to similarly titled measures of other companies.
Additional Information About the Transaction and Where to
Find it
In connection with the Business Combination, Monocle Holdings
Inc., the newly formed holding company that will become the parent
of Monocle and AerSale at the closing of the Business Combination,
filed with the SEC on December 31, 2019 a Registration Statement on
Form S-4, as amended by Amendment No. 1 to the Registration
Statement on Form S-4, filed with the SEC on February 14, 2020
which included a preliminary proxy statement/prospectus of Monocle.
In connection with entering into the Amended and Related Merger
Agreement, Monocle Holdings, Inc. has filed today Amendment No. 2
to the Registration Statement on Form S-4 (as amended, the
“Registration Statement”). When available, the definitive proxy
statement/prospectus and other relevant materials for the Business
Combination will be mailed to stockholders of Monocle as of a
record date to be established for voting on the Business
Combination. You are advised to read, when available, the
preliminary proxy statement/prospectus as it shall be revised, and
the definitive proxy statement/prospectus and documents
incorporated by reference therein filed in connection with the
Business Combination, as these materials will contain important
information about Monocle, AerSale and the Business Combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the U.S.
Securities and Exchange Commission (“SEC”) that will be
incorporated by reference therein, without charge, once available,
at the SEC’s web site at www.sec.gov, or by directing a request to:
Monocle Acquisition Corporation, 750 Lexington Avenue, Suite 1501,
New York, NY 10022.
Participants in the Solicitation
Monocle and its directors and executive officers may be deemed
participants in the solicitation of proxies from Monocle’s
stockholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in Monocle is contained in Monocle’s
preliminary proxy statement, filed with the SEC on December 31,
2019, as amended by (a) Amendment No. 1 to the preliminary proxy
statement, filed with the SEC on February 14, 2020, and (b)
Amendment No. 2 to the preliminary proxy statement, filed with the
SEC on September 15, 2020, and is available free of charge at the
SEC’s web site at www.sec.gov, or by directing a request to Monocle
Acquisition Corporation, 750 Lexington Avenue, Suite 1501, New
York, NY 10022. Additional information regarding the interests of
such participants will be contained in the definitive proxy
statement/prospectus for the Business Combination when available.
AerSale and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of AerSale in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination will be included in the definitive proxy
statement/prospectus for the Business Combination when
available.
No Offer or Solicitation
This press release is for informational purposes only and does
not constitute an offer to sell, a solicitation of an offer to buy,
or a recommendation to purchase any equity, debt or other financial
instruments of Monocle or AerSale or any of Monocle’s or AerSale’s
affiliates, 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 state or jurisdiction. The press release is
not intended to form the basis of any investment decision or any
other decision in respect of the Business Combination. The
information contained herein does not purport to be all-inclusive.
The data contained herein is derived from various internal and
external sources.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200915006337/en/
For AerSale Investor Relations Mike
Callahan / Tom Cook AerSaleIR@icrinc.com For
Monocle Acquisition Corporation Mark Semer / Nicholas
Capuano Kekst CNC (212) 521-4800
Monocle Acquisition (NASDAQ:MNCL)
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