Wheels Up, The Leading Brand In Private Aviation, Announces Plans To Become Publicly-Traded Via SPAC Merger With Aspirational Consumer Lifestyle Corp.
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).
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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
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