On 27th March 2021, Fly Leasing (XNYS: FLY) entered into a definitive agreement for Fly Leasing to be acquired by Carlyle Aviation Elevate Ltd, an affiliate of Carlyle Aviation Partners, the commercial investment and servicing arm of Carlyle Group for a consideration of USD17.05 per common share, valuing the transaction at USD2.36 billion. Fly Leasing will be merged with Carlyle Aviation Elevate Subsidiary Ltd, the subsidiary of its parent company, Carlyle Aviation Elevate Ltd (“Merger Agreement”).

Subsequently on 10 June 2021, Fly Leasing received its shareholders approval for the Merger Agreement at a special general meeting convened. On 2 August 2021, the Merger Agreement was completed following the fulfilment of the conditions outlined in the agreement.

AAGB held 3,333,333 common shares of Fly Leasing, representing approximately 10.94% of the outstanding common shares of Fly Leasing, and as part of the Merger Agreement, AAGB had on 5 August 2021 received gross proceeds amounting to USD56,833,327.65 (approximately RM239,978,726.00 based on the exchange rate of USD1.00:RM4.2225 being the middle rate quoted by Bank Negara Malaysia at 5.00 p.m. on 4 August 2021) pursuant to the Merger Agreement.

The Fly Leasing shares held by AAGB was acquired on 30 August 2018 as part of the USD50 million cash-in-kind consideration for the earlier divestment of AAGB’s aircraft leasing operations undertaken by Asia Aviation Capital Limited, to entities managed by BBAM Limited Partnership, with 3,333,333 new Fly Leasing shares issued to AAGB at an issue price of USD15.00 per Fly Leasing share. The estimated gain realised by AAGB for the Fly Shares disposed is approximately RM48.25 million based on its cost of investment of RM191.72 million.

Please find attached the press release by Fly Leasing with regards to the completion of the merger between Fly Leasing and Carlyle Aviation.

This announcement is dated 5 August 2021.