Triton Aviation Finance (“TAF”) commenced today a solicitation of consents (the “Consent Solicitation”) of the holders of the Subclass A-1 Notes, Subclass B-1 Notes, Subclass B-2 Notes, Subclass C-1 Notes, Subclass C-2 Notes and Subclass D-1 Notes (collectively, the “Notes”) to various amendments (the “Proposed Amendments”), as described in the Consent Solicitation Statement, dated July 25, 2013 (as it may be supplemented and amended from time to time, the “Consent Solicitation Statement”), and the Letter of Consent for holders of the Notes (the “Letter of Consent”) attached thereto, to the Trust Indenture, dated as of June 22, 2000 (as supplemented by that certain Indenture Supplement, dated as of November 30, 2001, and that certain Second Indenture Supplement, dated as of September 27, 2012, the “Indenture”), among TAF, as the issuer, TAL2 LLC, a Delaware limited liability company, in its capacity as cash manager, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee.
The Proposed Amendments require the consents of the holders of at least a majority of the outstanding principal balance of the Notes, voting as a single class. As of 5:00 p.m., New York City time, on July 24, 2013, the outstanding principal balance of the Notes was $344,040,122. No fees will be paid by TAF to the holders of any of the Notes in connection with the Consent Solicitation. The record date for the Consent Solicitation is 5:00 p.m., New York City time, on July 24, 2013.
The overall purpose of the Proposed Amendments, as described more fully in the Consent Solicitation Statement, is to (i) provide TAF with the flexibility to enter into leases with lessees and generally manage the portfolio in a manner that better reflects the current market and other conditions affecting the current portfolio, (ii) facilitate the on-going leasing and sale of TAF’s aircraft portfolio in order to maximize the value of the remaining assets of TAF, taking into account rapidly changing market conditions and the age of TAF’s aircraft, (iii) reduce the minimum level of hull, repossession (political risk) and airline liability insurance to levels that better reflect current market conditions and the state of the aircraft portfolio, (iv) eliminate the time delay and costs associated with obtaining rating agency confirmation or the approval of the rating agencies and providing notice to the rating agencies prior to taking certain actions by TAF as currently required under the Indenture and (v) otherwise amend the Indenture to effectuate the foregoing.
In addition, the Proposed Amendments would establish a process for the gradual repayment to the Class A liquidity provider of funds held in a cash collateral account as a result of a downgrade of such provider (which funds were originally drawn from such Class A liquidity provider) and for the orderly funding of a smaller replacement cash collateral account for Class A interest and expenses.
For the reasons described in the Consent Solicitation Statement, the controlling trustee of TAF, having consulted with the administrative agent, the servicers and its legal, tax and other advisors, recommends that the holders of the Notes consent to the Proposed Amendments.
Copies of the Consent Solicitation Statement and the other Consent Solicitation materials (including the Letter of Consent) are available from Global Restructuring Services, Inc., as information agent, the contact details of which are set out below.
Consents must be submitted to Global Restructuring Services, Inc., as tabulation agent, as soon as possible and no later than 5:00 p.m., New York City time, on September 27, 2013.
Any questions concerning the terms of the Consent Solicitation may be directed to Jefferies LLC, as solicitation agent.
The Solicitation Agent for the Consent Solicitation is:
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Call direct: +1-203-708-6574
Fax: +1-203-724-1924
Attn: Mr. James Palen, Managing Director
Email: jpalen@jefferies.com
Call direct: +1-203-363-8238
Fax: +1-203-547-6600
Attn: Kevin Webb, Vice President
Email: kwebb@jefferies.com
The Tabulation Agent and the Information Agent for the Consent Solicitation is:
Global Restructuring Services, Inc.
230 East 48th Street
New York, NY 10017
United States of America
Call direct: +1-212-644-1772
Attn: Mr. John Baxter
Fax: +1-212-937-3653
Email: jbaxter@grserve.com