reading [Monocle Acquisition Corporation (Nasdaq: MNCL), a public investment vehicle,]
Current Owners Leonard Green & Partners and Founders Support Revised Transaction to Create Publicly Listed Global Provider of Integrated Aviation Aftermarket Solutions
AerSale to be Debt-Free at Closing; Optimized Capital Structure and Robust Liquidity Provide Strong Foundation to Capitalize on Commercial Aviation Recovery and Accelerate Growth Strategy
Diversified Offerings Support Industry-Wide Fleet Management Plans
AerSale Sees Significant Market Opportunities to Support E-Commerce and Provide New Proprietary Engineered Solutions
AerSale Positioned to Lead Industry Consolidation
NEW YORK and CORAL GABLES, Fla., Sept. 8, 2020 /PRNewswire/ -- Monocle Acquisition Corporation (Nasdaq: MNCL), a public investment vehicle, and AerSale Corp. ("AerSale" or the "Company"), a leading integrated, global provider of aviation aftermarket products and services,
today announced that they have entered into a revised agreement to merge in a transaction with a fully diluted enterprise value of approximately $300 million, equating to approximately 5.5x AerSale's forecasted 2021 Adjusted EBITDA.
The combined company will be named AerSale Corporation and is expected to be publicly traded on the Nasdaq Stock Market.
The parties anticipate closing the transaction early in the fourth quarter, after receipt of shareholder approval.
The revised merger agreement is supported by AerSale's current owners – Leonard Green & Partners,
Florida Growth Fund LLC and the Company's two founders – and was unanimously approved by the boards of directors of both Monocle and AerSale.
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.
Following completion of the transaction, the current owners will receive approximately $76 million in cash and $241 million in newly issued common equity,
representing approximately 56% of the outstanding shares of the combined company,
assuming no redemptions by Monocle's existing public shareholders.
The current owners will also have the right to receive 3 million shares of contingent consideration depending upon the achievement of certain stock price performance targets.
AerSale's current owners can elect to receive all of their transaction consideration in the form of common equity in the surviving company,
in which case the cash consideration will be divided pro rata by the non-electing owners,
if any, or if all of AerSale's current owners make such election, the cash consideration will be paid to the surviving company.
Those who elect to receive their transaction consideration in the
form of common equity will receive additional shares of common equity
at closing, and will also have the right to receive additional shares
of contingent consideration depending on the achievement of certain stock price performance targets.
The remaining outstanding shares of the combined company will be held by public stockholders and the founders of Monocle.
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.
Investment Thesis
The revised transaction structure was created to maximize AerSale's ability to succeed in the current environment, providing a strong, debt-free balance sheet with substantial available liquidity.
Monocle believes the revised transaction presents a compelling opportunity for investors representing the best public company opportunity to benefit from the recovery in the commercial aviation market. Investors will have the opportunity to:
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