PR87869

NEW YORK, Feb. 1, 2021 /PRNewswire=KYODO JBN/ --

  -- Wheels Up is democratizing private aviation with its technology-driven

     marketplace, expanding the addressable market and making private air

     travel accessible for millions of consumers

  -- With its end-to-end approach to private aviation and proprietary

     technology, the Wheels Up Marketplace connects flyers with one of the

     industry's largest selection of private aircraft

  -- The transaction will enable Wheels Up to accelerate marketplace growth and

     adoption, invest in adjacent lifestyle and consumer services to complement

     the platform, and drive global expansion

  -- The transaction values Wheels Up at an enterprise value of $2.1 billion,

     and is expected to provide up to $790 million in cash proceeds, including

     a $550 million PIPE and up to $240 million of cash held in the trust

     account of Aspirational Consumer Lifestyle Corp.

  -- PIPE investors include T. Rowe Price, Fidelity, Franklin Advisors, Durable

     Capital, HG Vora Capital Management, Third Point, Luxor Capital, and

     Monashee, among others  

  -- The transaction is expected to close in Q2 of 2021 with existing

     shareholders of Wheels Up rolling 100 percent of their equity into the

     combined company, which will be listed on the New York Stock Exchange

     under the symbol "UP"

Wheels Up Partners Holdings LLC ("Wheels Up" or the "Company"), the leading

brand in private aviation, has entered into a definitive agreement to become

publicly-traded via a merger with special purpose acquisition company,

Aspirational Consumer Lifestyle Corp. ("Aspirational") (NYSE: ASPL), in a

transaction that values Wheels Up at an enterprise value of $2.1 billion.

Aspirational was formed and is led by a partnership of experienced consumer

investors, including Chairman and Chief Executive Officer Ravi Thakran, private

equity veteran and former Group Chairman of LVMH Asia. Additionally, L

Catterton, the largest global consumer-focused private equity firm, is a

minority shareholder. Upon closing of the transaction, Wheels Up will be the

first private aviation platform to be listed on the New York Stock Exchange

(NYSE: UP).

Logo - https://mma.prnewswire.com/media/701884/Wheels_Up_Logo.jpg

Wheels Up Overview

Wheels Up connects flyers to private aircraft —and to one another— delivering

exceptional, personalized experiences. Its technology-enabled marketplace will

allow Wheels Up to do so at global scale, and democratize the private aviation

industry, expanding the addressable market and making private aviation

accessible to millions of consumers.  

Wheels Up was founded in 2013 by renowned entrepreneur Kenny Dichter. With

Wheels Up, Dichter has pioneered the next evolution of private aviation,

starting with an industry-first membership model and an exclusive fleet of King

Air 350i aircraft. In the seven years since it was founded, Wheels Up has

quickly become a trusted market leader and iconic brand. Several strategic

acquisitions and an exclusive co-marketing partnership with Delta Air Lines

have expanded Wheels Up's operational and technological footprint, creating the

evolutionary marketplace to transform private aviation and deliver world-class

experiences to consumers.

Today, Wheels Up is one of the largest private aviation platforms in the world,

offering a comprehensive total aviation solution including membership programs,

on-demand private flights across all cabin categories, aircraft management,

whole aircraft sales, corporate solutions, signature events, and commercial

travel benefits through its strategic partnership with Delta Air Lines. In

2020, the Company had flown more than 150,000 passengers, utilizing its access

to over 1,500 owned, managed, and third-party partner aircraft.

Driven by innovation and operational excellence, Wheels Up has pioneered a

suite of intelligent, technology-driven solutions to make it easier than ever

before to choose a safe, high-quality aircraft option that caters to a range of

financial and travel needs. The Wheels Up app is removing the friction from

private aviation. Flyers can view real-time inventory and purchase dynamically

priced flights, making it possible to instantaneously search, book, and fly

privately. The marketplace technology powering the Wheels Up platform is wholly

proprietary and includes the leading flight management system, Avianis, that is

powering many operators across the country and revolutionizing the industry.

The Company's current management team will continue to lead Wheels Up.

Aspirational's Chairman and Chief Executive Officer, Ravi Thakran, former Group

Chairman of LVMH South and Southeast Asia, and Australia /New Zealand and

former Managing Partner of L Catterton Asia, will join the combined company's

Board of Directors upon completion of the transaction.

Management Comment

Kenny Dichter, Founder & CEO of Wheels Up:

"We are excited about crossing this milestone and our new partnership with

Aspirational.  We believe this will allow us to actualize our founding goal of

democratizing private aviation, through our unique membership model, suite of

products and benefits, and by bringing the shared economy to private aviation

through our Wheels Up app. We are looking forward to joining forces with the

Aspirational team as we continue to accelerate our global growth and

expansion."

Ravi Thakran, Chairman & CEO of Aspirational:

"When we founded Aspirational, Wheels Up was exactly the kind of company we

wanted to partner with. Kenny and his world-class team have created a truly

iconic brand built upon years of exceptional, personalized customer

experiences. They are a clear leader and innovator in the space and we look

forward to working together to introduce Wheels Up to the global stage. We see

many opportunities to leverage our experience and relationships to partner with

other aspirational and luxury brands and to expand to international markets."

Transaction Overview

On February 1, 2021, Aspirational entered into a definitive agreement (the

"Merger Agreement") to combine with Wheels Up through a combination of stock

and cash financing. The transaction values Wheels Up at an enterprise value of

approximately $2.1 billion.

The transaction is expected to deliver up to $790 million of gross proceeds to

the combined company, including the contribution of up to $240 million of cash

held in Aspirational's trust account from its initial public offering in

September 2020. The combination is further supported by a $550 million PIPE at

$10.00 per share, including commitments from T. Rowe Price, Fidelity, Franklin

Advisors, Durable Capital, HG Vora Capital Management, Third Point, Luxor

Capital, and Monashee, among others. Existing Wheels Up shareholders will roll

100 percent of their equity into the new company. Upon completion of the

transaction, Wheels Up expects to have up to $750 million in cash on its

balance sheet to fund operations and support new and existing business

initiatives.1

The transaction, which has been unanimously approved by Aspirational's Board of

Directors and the independent directors of Wheels Up's Board of Directors, is

expected to close in the second quarter of 2021, and is subject to approval by

Aspirational and Wheels Up's respective shareholders and other customary

closing conditions, including any applicable regulatory approvals.

Additional information about the proposed transaction, including a copy of the

Merger Agreement and investor presentation, will be provided in a Current

Report on Form 8-K to be filed today with the Securities and Exchange

Commission ("SEC") and available at www.sec.gov.

Advisors

Connaught acted as financial advisor, Credit Suisse acted as financial advisor,

placement agent and capital markets advisor and Skadden, Arps, Slate, Meagher &

Flom LLP acted as legal advisor to Aspirational.

Goldman Sachs & Co. LLC, Jefferies LLC, and Morgan Stanley & Co. LLC acted as

joint lead financial advisors and Arnold & Porter Kaye Scholer LLP acted as

legal advisor to Wheels Up.

About Aspirational Consumer Lifestyle Corp.

Launched in September 2020, Aspirational is a partnership of experienced

consumer investors and former LVMH executives alongside L Catterton, the

largest global consumer-focused private equity firm, as a minority partner.

Aspirational identifies and invests in innovative, premium brands to offer

consumers experiences that fulfil their aspirations for a healthy, balanced and

cosmopolitan lifestyle. To learn more about Aspirational, visit

www.aspconsumer.com.

About Wheels Up

Wheels Up is a leading provider of private aviation services in the U.S.

through a fleet of owned, managed, and third-party planes. Its mission is to

connect flyers to private aircraft – and one another – to deliver exceptional,

personalized experiences. The Company has approximately 11,000 active users and

is headquartered in New York.

For more information, please visit www.wheelsup.com.

Media Contact

Jonesworks

Email: wheelsup@jonesworks.com

+1 212-839-0111

Kivvit

Josh Vlasto

Email: JVlasto@Kivvit.com

+1 917-881-9662

Investor Contact

IR@Wheelsup.com

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of

the federal securities laws with respect to the proposed transaction between

Wheels Up and Aspirational. These forward-looking statements generally are

identified by the words "believe," "project," "expect," "anticipate,"

"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"

"should," "will," "would," "will be," "will continue," "will likely result,"

and similar expressions. Forward-looking statements are predictions,

projections and other statements about future events that are based on current

expectations and assumptions and, as a result, are subject to risks and

uncertainties. Many factors could cause actual future events to differ

materially from the forward-looking statements in this document, including but

not limited to: (i) the risk that the transaction may not be completed in a

timely manner or at all, which may adversely affect the price of Aspirational's

securities, (ii) the risk that the transaction may not be completed by

Aspirational's business combination deadline and the potential failure to

obtain an extension of the business combination deadline if sought by

Aspirational, (iii) the failure to satisfy the conditions to the consummation

of the transaction, including the adoption of the Merger Agreement by the

shareholders of Aspirational, the satisfaction of the minimum trust account

amount following redemptions by Aspirational's public shareholders and the

receipt of certain governmental and regulatory approvals, (iv) the lack of a

third party valuation in determining whether or not to pursue the transaction,

(v) the inability to complete the PIPE investment in connection with the

transaction, (vi) the occurrence of any event, change or other circumstance

that could give rise to the termination of the Merger Agreement, (vii) the

effect of the announcement or pendency of the transaction on Wheels Up's

business relationships, operating results and business generally, (viii) risks

that the proposed transaction disrupts current plans and operations of Wheels

Up and potential difficulties in Wheels Up employee retention as a result of

the transaction, (ix) the outcome of any legal proceedings that may be

instituted against Wheels Up or against Aspirational related to the Merger

Agreement or the transaction, (x) the ability to maintain the listing of the

Aspirational's securities a national securities exchange, (xi) the price of

Aspirational's securities may be volatile due to a variety of factors,

including changes in the competitive and highly regulated industries in which

Aspirational plans to operate or Wheels Up operates, variations in operating

performance across competitors, changes in laws and regulations affecting

Aspirational's or Wheels Up's business and changes in the combined capital

structure, (xii) the ability to implement business plans, forecasts, and other

expectations after the completion of the proposed transaction, and identify and

realize additional opportunities, and (xiii) the risk of downturns and a

changing regulatory landscape in the highly competitive aviation industry. The

foregoing list of factors is not exhaustive. You should carefully consider the

foregoing factors and the other risks and uncertainties described in the "Risk

Factors" section of Aspirational's registration on Form S-1 (File No.

333-248592), the registration statement on Form S-4 discussed below and other

documents filed by Aspirational from time to time with the SEC. These filings

identify and address other important risks and uncertainties that could cause

actual events and results to differ materially from those contained in the

forward-looking statements. Forward-looking statements speak only as of the

date they are made. Readers are cautioned not to put undue reliance on

forward-looking statements, and Wheels Up and Aspirational assume no obligation

and do not intend to update or revise these forward-looking statements, whether

as a result of new information, future events, or otherwise. Neither Wheels Up

nor Aspirational gives any assurance that either Wheels Up or Aspirational or

the combined company will achieve its expectations.

Additional Information and Where to Find It

This document relates to a proposed transaction between Wheels Up and

Aspirational.  This document does not constitute an offer to sell or exchange,

or the solicitation of an offer to buy or exchange, any securities, nor shall

there be any sale of securities in any jurisdiction in which such offer, sale

or exchange would be unlawful prior to registration or qualification under the

securities laws of any such jurisdiction. Aspirational intends to file a

registration statement on Form S-4 with the SEC, which will include a document

that serves as a prospectus and proxy statement of Aspirational, referred to as

a proxy statement/prospectus. A proxy statement/prospectus will be sent to all

Aspirational shareholders. Aspirational also will file other documents

regarding the proposed transaction with the SEC. Before making any voting

decision, investors and security holders of Aspirational are urged to read the

registration statement, the proxy statement/prospectus and all other relevant

documents filed or that will be filed with the SEC in connection with the

proposed transaction as they become available because they will contain

important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the

registration statement, the proxy statement/prospectus and all other relevant

documents filed or that will be filed with the SEC by Aspirational through the

website maintained by the SEC at www.sec.gov.

The documents filed by Aspirational with the SEC also may be obtained free of

charge at Aspirational's website at www.aspconsumer.com or upon written request

to #18-07/12 Great World City, Singapore 237994.

Participants in Solicitation

Aspirational and Wheels Up and their respective directors and executive

officers may be deemed to be participants in the solicitation of proxies from

Aspirational's shareholders in connection with the proposed transaction. A list

of the names of the directors and executive officers of Aspirational and

information regarding their interests in the business combination will be

contained in the proxy statement/prospectus when available. You may obtain free

copies of these documents as described in the preceding paragraph.

(1) All references to cash on the balance sheet, available cash from the trust

account and retained transaction proceeds are subject to any redemptions by the

public shareholders of Aspirational and the payment of transaction expenses.

SOURCE: Wheels Up