EX-99.2 3 ex99_2.htm EXHIBIT 99.2

Exhibit 99.2
 
 
 

 
 disclaimer Forward-Looking Statements: This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business, operations and financial performance, including the expected benefits of the transaction; whether and when the transactions described herein (the “Transactions”) will be consummated; the amount of cash and stock consideration to be paid by FLY; the type, amount and terms of the acquisition financing to be obtained by FLY; and, the amount of any fees and expenses incurred in connection with the Transactions. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks, including risks relating to the satisfaction of conditions to the closing of the Transactions; risks relating to satisfaction of conditions to the financing of the Transactions; risks relating to FLY’s ability to obtain additional required financing for the Transactions on favorable terms, or at all; the risk that expected benefits of the Transactions may not be fully realized or may take longer to realize than expected; the risk that business disruption resulting from the Transactions may be greater than expected; and the risk that FLY may be unable to achieve its portfolio growth expectations, or to reap the benefits of such growth. Further information on the factors and risks that may affect FLY’s business is included in filings FLY makes with the Securities and Exchange Commission (the “SEC”) from time to time, including its Annual Report on Form 20-F and its Reports on Form 6-K. FLY expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise. Note: Share repurchase data and fleet statistics as of December 31, 2017.

 
Next Step to Driving Higher ROE and Eps Transformed fleet by selling 72 aircraft with average age of 13.2 years since the start of 2015; Second youngest fleet among public lessors Fly has been patiently waiting for compelling risk-adjusted aircraft investments Reduced management fees and other expenses; Adjusted SG&A redu ced by 7% as of Q3-17 (year-over-year) Acquired 32% of shares at average share price of $13.17 (31% discount to Q3-17 book value) since Reduced secured and unsecured debt cost and extended debt maturitiesSold Older and Under-Performing Aircraft Reinvesting in Newer, Higher Yielding Assets Reduced SG&A Repurchased Shares at a Discount to Book Value Actively Managed Liabilities September 30, 2015

AirAsia Portfolio Acquisition Initial Portfolio Investments Future Sale-Leaseback Investments Orderbook Option Opportunity 34 A320-200 aircraft Leased to five AirAsia Group airlines in five different countries(1) 6.6 year weighted average age 6.2 year weighted average remaining lease term  Seven aircraft engines on lease to AirAsia Group Aggregate base purchase price of $1.1 billion 21 A320neo family aircraft New aircraft delivering from Airbus 12 year lease term  Will be leased to AirAsia Group airlines Scheduled to deliver from Airbus between 2019 – 2021 Option to acquire at FLY’s sole discretion up to 20 A320neo family aircraft “Naked” aircraft – not subject to lease  Delivering from Airbus starting in 2019 BBAM will market these aircraft to its airline customers globally

 
Transaction Details Under the terms of the sale and purchase agreement, AirAsia Berhad (“AAB”) will receive: $1.0 billion in cash (a combination of secured debt and unrestricted cash) 3,333,333 newly-issued FLY shares at $15.00 per share Represents a 29% premium to current share price(1) Significant alignment of interest between FLY’s largest shareholder and its largest obligor AAB shares will be locked-up through 2021 In addition, Onex and BBAM’s management team will each acquire 666,667 newly-issued FLY shares at $15.00 per share, for total consideration of $20 million 17% will be owned by BBAM shareholders on a proforma basis Closing is subject to AAB shareholder approval and certain regulatory approvals as well as customary closing conditions No FLY shareholder vote is required The transaction is anticipated to close in Q2 and Q3 2018
 

 SIGNIFICANT EMBEDDED AIRCRAFT VALUE IN ORDERBOOKFavorable pricing on orderbook of newest-generation narrowbodies that is sold out over 8 yearsNo pre-delivery payment requirement enhances returns and boosts liquidity profile  ACCESS TO THE NEWEST TECHNOLOGYProforma for the transaction, 33% of assets will be newest generationtechnology(1)  COMPELLING INVESTMENT RETURNSStable long-term, predictable earnings projections (projected EPS of $2.50+/year)Prudently capitalized, providing solid support for contracted orders and rapid deleveraging  STRATEGIC RATIONALE FOR ACQUISITION  IMMEDIATE SCALE AND CONTRACTED GROWTHTransforms FLY’s fleet and growth prospects Orderbook placed to identified lessees at attractive lease rates provides identified growth    Pro forma for FLY, Initial Portfolio and SLB Investments on a combined basis. For FLY, weighted by NBV as of December 31, 2017. For Initial Portfolio and SLB Investments, weighted by estimated purchase price allocation, excluding engines.  
 

 
High level proforma financial impact Annual Operating Lease Revenue  Run-Rate EPS Unrestricted Cash at Closing t at Closing Equity at Closing Proforma Share Count  $400+ million $2.50+ ~$145 million ~$3 billion  ~$640 million(1) ~33 million
 
 

Proforma capital structure Initial 34 aircraft acquired at closing will be financed with ~$580 million of committed staple financing and ~$90 million from FLY’s existing aircraft acquisition facility—FLY will temporarily increase its leverage to absorb the acquisition Planned reduction in leverage is underpinned by significant contracted amortization, a sales strategy to reduce AirAsia Group exposure and manage FLY’s debt / equity ratio FLY will continue to target a debt / equity ratio in the 3.0x – 3.5x range FLY’s capital structure employs more secured debt than its peers which has more scheduled deleveraging and less point-in-time refinancing risk
 

 BBAM is a world leader in aircraft management with over 200 airline relationships  BBAM PARTNERSHIP DRIVES HIGHER RETURNS  The acquisition is part of a larger transaction with participation of other BBAM-managed capital pools:Combined buying power of the BBAM franchise drives above-market investment returnsDistributes credit riskMinimizes third party capital requirements and lowers leverage for FLYAircraft were allocated among investors taking into consideration capital capacity, age, lease term, aircraft type and lessee  
 
 

 
future Growth opportunities  Estimated Delivery Timing Strong Pipeline of New Technology Aircraft
 
 

   Future SLB Investments  Orderbook Option Opportunity  Aircraft  10 A320neo and 11 A321neo   20 A320neo/A321neo  Lessees  AirAsia Group airlines  Naked  Delivery (schedule below)  2019 – 2021  2020 – 2025  Lease Term  12 years  -        ATTRACTIVE ORDERBOOK  FLY benefits from AirAsia’s preferential pricing No PDPs = Enhanced returns 
 
Attractive orderbook Future SLB Investments Orderbook Option Opportunity FLY benefits from AirAsia’s preferential pricing  No PDPs = Enhanced returns
 

High-quality, young portfolio acquired at closing, with the sale-leaseback NEO portfolio providing identified growth at attractive prices  The orderbook options offer further growth and lessee diversification  Catalyst for FLY’s transition to newest technology equipment Geographical Split(1) Asset Type(1 Note: All proforma data is weighted by NBV. Pro forma for FLY, Initial Portfolio and SLB Investments on a combined basis.  For FLY, NBV as of December 31, 2017.  For Initial Portfolio, estimated purchase price allocation and weighting as of January 1, 2018, excluding engines.  For SLB Investments, assumes all investments made as of January 1, 2018
 
 

DIVERSE GROUP OF GLOBAL LESSEES FLY Top 10 Lessees Initial Portfolio  Proforma Top 10 Lessees (1) AirAsia Group (currently five different airlines in five countries) exposure will decline with a disciplined disposition strategy.  FLY is targeting ~$150 million of AirAsia Group sales annually Pro forma for FLY and Initial Portfolio on a combined basis.  For FLY, NBV as of December 31, 2017.  For Initial Portfolio, estimated purchase price allocation but excluding engines.
 

AirAsia Group Overview AirAsia Group is the largest low-cost carrier in Asia and fourth largest airline in Asia in terms of passengers carried. The group is diversified across five countries and has access to independent capital—three of the entities are listed on local stock exchanges
 
 

Q&A
 
 

 
appendix

 
Initial Portfolio Lessees Aircraft Age Lease Maturity Profile Weighted Average Remaining Lease Term of 6.2 years Note: Percentages reflect average full-life current market value from three appraisers. Excludes engines.
 

Asset allocation snapshot Initial Portfolio Future SLB Investments Orderbook Option Opportunity FLY Asset Allocation Incline Asset Allocation NBB Asset Allocation Note:  Incline will acquire three additional narrowbody aircraft from AAB which are not included in the above asset allocation.
 

 SHARE ISSUANCE GOVERNANCE TERMS   FLY Issuance:  AAB will acquire 3.3 million newly-issued shares (10%) at $15.00 per shareOnex and BBAM management team will each acquire 666,667 newly-issued shares at $15.00 per share  Lock-up Period  AAB’s shares will be subject to lock-up arrangements through the delivery of the final SLB investment (2021)  Governance Arrangements  AAB will enter into a shareholder agreement providing that:AAB will enter into voting and standstill agreements for as long as it owns 10%+ of FLY’s outstanding shares