Investing in Midlife Aircraft – What You Need to Know and How It Led to a Successful ABS – SPRITE – Why Investors Need to Use This ABS As a Benchmark
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Investing in Midlife aircraft – What you need to know and how it led to a successful ABS – SPRITE – Why investors need to use this ABS as a benchmark March 2018 Private and Confidential Important Information and Qualifications Securities Disclaimer: This confidential investor presentation (this “Presentation”) is for informational purposes only and highlights certain selected information about Sprite 2017-1 Limited and Sprite 2017-1 US LLC (together with their subsidiaries, “Sprite” or the “Issuers”). This Presentation is not intended to be read separate from, or in lieu of, the offering memorandum with respect to the offering of the securities (the “offering memorandum”) as supplemented by any term sheet or pricing supplement. This presentation is qualified in its entirety by reference to the offering memorandum with respect to the offering of the securities. You should rely only on the information contained in the offering memorandum as supplemented by any term sheet or pricing supplement in making an investment decision and not this investor presentation. THE SECURITIES DESCRIBED IN THIS PRESENTATION HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS OF ANY JURISDICTION. ACCORDINGLY, THE SECURITIES DESCRIBED IN THIS PRESENTATION MAY ONLY BE OFFERED OR SOLD (1) IN THE UNITED STATES TO “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE (“RULE 144A”)) (“QIBS”) IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A AND (2) TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”). IF ANY SECURITIES ARE OFFERED AND SOLD, THEY WILL BE OFFERED AND SOLD BY THE ISSUERS OF SUCH SECURITIES. WITHOUT LIMITING THE FOREGOING, NONE OF WORLD STAR AVIATION (UK) LIMITED, SPRITE AVIATION HOLDINGS DESIGNATED ACTIVITY COMPANY, CANYON FINANCIAL SERVICES LIMITED OR THEIR RESPECTIVE AFFILIATES (THE “TRANSACTION PARTIES”) WILL PROVIDE CREDIT SUPPORT FOR OR OTHERWISE BE OBLIGATED IN ANY WAY WITH RESPECT TO ANY SECURITIES OFFERED OR SOLD BY THE ISSUER OR CO-ISSUERS OR WITH RESPECT TO ANY OTHER DEBT OR OTHER LIABILITIES OF THE ISSUER OR CO-ISSUERS. This Presentation does not constitute an offer or an invitation by, or on behalf of, Sprite, the Transaction Parties or any of Mizuho Securities USA LLC , Morgan Stanley & Co. LLC, or any of their respective affiliates (each an “Initial Purchaser” and together with Sprite and the Transaction Parties, the “Relevant Parties”) to subscribe for or purchase any of the securities in any jurisdiction by any person or entity to whom it is unlawful to make such an offer or solicitation in such jurisdiction. Confidentiality: This Presentation is proprietary and is given for general informational purposes only, shall be kept strictly confidential and may not be reproduced or redistributed, in whole or in part, directly or indirectly to any other person or entity. The distribution, disclosure and/or review of this Presentation and the information herein is subject to your agreement to keep it strictly confidential. If you do not so agree, do not turn the page or review the information in this Presentation and return it immediately to the Relevant Parties. By accepting this Presentation, (1) you agree that you are (a) a QIB or (b) not a U.S. Person and are located outside of the U.S. for purposes of Regulation S and (2) you understand that, the securities described herein have not been and will not be registered under the Securities Act or any other securities laws of any jurisdiction and may not be offered, sold or otherwise transferred unless an exemption from registration under the Securities Act and other applicable securities laws is available. No Commitment: You understand and agree that none of the Initial Purchasers has made any commitment to provide you or any of your affiliates or any other party on your behalf any financing, products or services with respect to any matters contemplated by this Presentation. No Representations: No representation or warranty or other assurance of any kind, express or implied, is made as to the accuracy, completeness or suitability of any information in this Presentation or any related written or oral information made available, and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. By accepting this Presentation, the recipient agrees that none of the Initial Purchasers nor any of their respective directors, partners, officers, employees, advisors, shareholders, agents, representatives and controlling persons (collectively, “Representatives”) has any liability relating to or arising from the information in this Presentation or for any errors therein or omission therefrom or the reliance thereon by the recipient or any other person or the provision of this Presentation. The information in this Presentation will be deemed to be automatically superseded and replaced by information provided in the future (whether pursuant to any independent investigation or otherwise) and information contained in the offering memorandum and supplemental offering materials, if any. Forward-looking Statements: This Presentation may contain certain forward-looking statements, projections, prior results, modeling, valuations or back-testing, which are included for illustration purposes only and are not indicative of any future results. Any such statements, projections, prior results, modeling, valuations or back-testing reflect various estimates and assumptions. Many of these forward-looking statements are based on significant assumptions that are described in the offering memorandum and must be read together with those assumptions. Whether or not any such forward-looking statements or projections are in fact achieved will depend upon future events some of which are not within the control of the Relevant Parties. Actual results may vary from projected results and such variations may be material. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any forward-looking statements, projections, modeling, valuation or back-testing, or as to any past or future performance or other results. None of the Relevant Parties undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. No Reliance on Initial Purchasers/Independent Assessment and Decisions: You understand and agree that no investment bank is acting as your agent, fiduciary or advisor with respect to any matters contemplated by this Presentation. You should obtain your own independent advice on the financial, legal, accounting, and tax aspects of the subject matter of this Presentation. You agree that you are not relying and will not rely on any communication (written or oral) of an investment bank as investment advice or as a recommendation to enter into any transaction, and that you are capable of assessing the merits of and understanding the proposed transaction (on your own behalf or through independent professional advice), and should you enter into a definitive agreement with an investment bank or any other party referred to in this Presentation or contemplated by the transactions described in this Presentation, you will do so because you have conducted such investigations and performed such diligence as you deemed appropriate and you understand and accept the terms and conditions and risks (including, but not limited to, economic, competitive, operational, financial, credit, legal, accounting and tax risks) of such transaction. The Initial Purchasers do not in any way warrant, represent, or guarantee the financial, accounting, legal or tax results of the transaction described in this Presentation nor does any investment bank hold itself out as a financial, legal, tax or accounting advisor to any party. Aircraft Valuations: All values, percentages and averages relating to the appraised value of aircraft included in this Presentation (unless otherwise indicated) are based on the average of half-life base values of the aircraft as of June 30, 2017 provided by Aircraft Information Services, Inc., BK Associates, Inc. and morten, beyer & agnew inc. adjusted to reflect projected maintenance status as of November 2017 as determined by Alton Aviation Consultancy LLC. Such appraisals and maintenance forecast are included in the offering memorandum. 2 Table of Contents Section I World Star Overview 4 Section II World Star Portfolio Management 14 Section III SPRTE 2017-1 24 3 Section II: World Star Overview 4 World Star at a Glance World Star Overview Managed Fleet by Type(1) . Leading full-service aircraft management company with Over 80% of WSA’s managed fleet is Boeing 737 and particular expertise in mid-to late-life model, high Airbus A320 family aircraft quality, used commercial aircraft B737-400 6% . Established in 2003 and dual headquartered in San B737-300SF 2% Francisco and London, with additional presence in B737-800 Ireland, Israel, Singapore and Colombia (the company 18% B777-300 5% is fully owned by its principals) B737-300 20% . In-house acquisition, placement, structuring and