Carlyle Aviation Elevate Merger Subsidiary Ltd. announces further extension of expiration date for its previously announced exchange offer and consent solicitation

NEW YORK, July 26, 2021 (GLOBE NEWSWIRE) -- Carlyle Aviation Elevate Merger Subsidiary Ltd. (“Elevate”) today announced the further extension of the expiration date of its previously announced offer to exchange and solicitation of consents (the “Exchange Offer and Consent Solicitation”). The Exchange Offer and Consent Solicitation were made on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated May 28, 2021 (the “Exchange Offer and Consent Solicitation Statement” and, together with the accompanying eligibility letter, the “Offer Documents”).

Elevate hereby further extends the expiration date of the Exchange Offer and Consent Solicitation from 11:59 p.m., New York City time, on July 26, 2021 to 11:59 p.m., New York City time, on July 30, 2021 (such date and time with respect to the Exchange Offer and Consent Solicitation, as the same may be extended with respect to the Exchange Offer and Consent Solicitation, the “Expiration Date”). Elevate may further extend the Expiration Date in its sole discretion. Tendered Old Notes may not be withdrawn, except as provided for in the Exchange Offer and Consent Solicitation Statement or required by applicable law. We are not extending the Withdrawal Deadline (as defined in the Exchange Offer and Consent Solicitation Statement) or otherwise reinstating withdrawal rights of Holders.

Except as described in this press release, all other terms of the Exchange Offer and Consent Solicitation remain unchanged.

Elevate was advised by D.F. King & Co., Inc., as the exchange agent and information agent for the Exchange Offer and Consent Solicitation, that as of 5:00 p.m., New York City time, on July 23, 2021, the aggregate principal amounts of Old Notes specified in the final column in the table below were validly tendered and not validly withdrawn pursuant to the Exchange Offer and Consent Solicitation.

On the Early Participation Date of June 11, 2021 (the “Early Participation Date”), the requisite consents were received for the Proposed Amendments and Proposed Waivers to the Existing Indenture.

The Early Participation Date and the Withdrawal Deadline for the Exchange Offer and Consent Solicitation occurred at 5:00 p.m., New York City time, on June 11, 2021. As a result, tendered Old Notes and the related consents may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law as determined by Elevate.

Holders who tendered Old Notes and delivered consents at or prior to the Early Participation Date will receive the Total Exchange Consideration (as set forth in the Exchange Offer and Consent Solicitation Statement).

Eligible Holders (as defined below) who validly tender their Old Notes after the Early Participation Date, but at or prior to the Expiration Date, will be eligible to receive the Exchange Consideration (as set forth in the Exchange Offer and Consent Solicitation Statement). All Eligible Holders whose Old Notes (and related consents) are accepted in the Exchange Offer and Consent Solicitation will receive a cash payment equal to accrued and unpaid interest on such Old Notes to, but not including, the settlement date in addition to their Total Exchange Consideration or Exchange Consideration, as applicable. There is no separate consent payment for the Consent Solicitation.

The Exchange Offer and Consent Solicitation are subject to the terms and conditions described in the Exchange Offer and Consent Solicitation Statement, including the consummation of the merger of Elevate and Fly Leasing Limited (“Fly”) following which Fly will be the surviving company and an indirect wholly-owned subsidiary of Carlyle Aviation Elevate Ltd.

Only holders who have duly completed and returned an eligibility letter (which can be accessed at the following link: www.dfking.com/fly) certifying that they are either (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who are “Non-U.S. qualified offerees” (as defined in the eligibility letter) were authorized to receive the Exchange Offer and Consent Solicitation Statement and to participate in the Exchange Offer and Consent Solicitation (each such holder, an “Eligible Holder”).

Promptly after the Expiration Date, Elevate will issue a press release specifying, among other things, the aggregate principal amount of Old Notes accepted in the Exchange Offer and Consent Solicitation.

The settlement date is expected to be promptly following the Expiration Date and not later than the business day following the Expiration Date, unless extended with respect to the Exchange Offer and Consent Solicitation.

If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

D.F. King & Co., Inc. is acting as the information and exchange agent for the Exchange Offer and Consent Solicitation. Questions or requests for assistance related to the Exchange Offer and Consent Solicitation, including for assistance in completing an eligibility letter, or for additional copies of the Offer Documents may be directed to D.F. King & Co., Inc. toll free at (800) 967-7510, toll at (212) 269-5550 or email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer and Consent Solicitation.

If Elevate terminates the Exchange Offer and Consent Solicitation it will give prompt notice to the Exchange Agent or Information Agent, and all Old Notes tendered will be returned promptly to the tendering holders thereof. With effect from such termination, any Old Notes blocked in DTC will be released.

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer and Consent Solicitation before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will be earlier than the relevant deadlines specified herein and in the Offer Documents.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Old Notes. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Offer Documents. The Exchange Offer and Consent Solicitation are not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offer and Consent Solicitation to be made by a licensed broker or dealer, the Exchange Offer and Consent Solicitation will be deemed to be made on behalf of Elevate by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Cautionary Statement Regarding Forward-Looking Statements
In this communication we have made forward-looking statements. These forward- looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Eligible holders are urged to consider these risks carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or events will be achieved.

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