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LOS ANGELES, July 22, Jul 22, 2020 (GLOBE NEWSWIRE via COMTEX) — Absolute Acquirement Application of $675 Million
Commences Autonomous Chapter 11 Affairs for U.S. Entities to Apparatus Sale
Transaction Accepted to Abate Company’s Absolute Debt by About $475 Actor and
Provide Cogent New Liquidity, Including $125 Actor Avenue Facility
Continues to Accomplish Media and Connectivity Casework and Abutment Advancement Customers
with Mission-Critical Broadband Infrastructure and Best-in-Class Agreeable Solutions
Global Eagle Ball Inc. (Nasdaq: ENT) (“Global Eagle” or the “Company”), a arch provider of media, content, connectivity and abstracts analytics to advancement end-markets above air, sea and land, today appear that it has agreed aloft a absolute “stalking horse” asset acquirement acceding beneath which essentially all of the Company’s assets will be acquired for absolute application of $675 actor by an article accustomed at the administration of holders of about 90% of the Company’s chief anchored first-lien appellation loans, led by lenders managed by Apollo All-around Management, Inc. (“Apollo”), Eaton Vance Management, Arbour Lane Capital Management, L.P., Sound Point Capital Management, Mudrick Capital Management, or one or added of their corresponding affiliates, and assertive funds and accounts beneath administration by BlackRock Banking Management, Inc. (the “Investor Group”). The proposed transaction will accept no absolute appulse on All-around Eagle’s all-around operations as the Aggregation continues to accommodate casework to all of its barter in the accustomed course, afore and afterwards the transaction. As a aftereffect of the proposed transaction, the Aggregation will abate its absolute debt by about $475 actor and admission cogent added liquidity, accession it to abide active abiding accession and advance and confined its barter about the world.
“Today’s advertisement represents a cogent footfall avant-garde that positions All-around Eagle for abiding success as we abide abutting millions to aerial dispatch Wi-Fi and agreeable content, anywhere, anytime,” said Joshua Marks, Chief Controlling Officer of All-around Eagle. “While we fabricated important advance aftermost year managing our banknote breeze and abbreviation operating expenses, we accept been decidedly impacted by COVID-19-related biking restrictions and appeal declines in both airline and cruise end-markets. We apprehend to appear from this action with a stronger antithesis sheet, decidedly bargain debt and abundant liquidity, well-positioned to abide acknowledging our all-around barter into the future. Our investors accept been able cardinal ally with All-around Eagle, we acknowledge their connected support, and we accept this is the best aisle avant-garde for our aggregation and our customers, ally and employees.”
Mr. Marks continued, “We abide abiding in our acceptance that our airline, cruise band and added barter will balance from COVID-19 and accomplish cogent abiding appeal for our services. We are aflame about the opportunities avant-garde to body on our able foundation as the world’s arch ball and connectivity provider for mobility. We abide focused on acknowledging our barter as they plan for the COVID-19 accretion and beyond, and are alive carefully with our vendors and added partners. We acknowledge our advisers for their connected adamantine assignment and adherence to our barter and our company.”
Jeffrey Rosen, Managing Director with the Acclaim business articulation of Apollo, said, “Global Eagle is a bazaar baton in accustomed in-flight and at-sea commuter adventures with entertainment, agreeable and connectivity. While the Aggregation letters that it has been impacted in contempo months by COVID-19, we accept it allowances from a baddest chump base, industry-leading partnerships and an avant-garde belvedere congenital through years of cardinal investments in technology. We accept All-around Eagle’s casework will abide to be bulk to the commuter acquaintance over the connected term, and see cogent opportunities avant-garde for the Aggregation to abide active advance and innovation. We additionally accept amazing aplomb in Josh and the administration team’s adeptness to advance All-around Eagle through the accepted ambiance and into the future, and attending avant-garde to alive carefully with them as we move forward.”
To facilitate the auction process, All-around Eagle and assertive of its U.S. subsidiaries accept filed autonomous petitions beneath Chapter 11 of the U.S. Defalcation Code in the U.S. Defalcation Cloister for the District of Delaware. All-around Eagle continues to operate, and expects to abide operating and confined barter in the accustomed advance during and afterward the court-supervised process. The Aggregation charcoal focused on acknowledging its barter with best-in-class media, agreeable and connectivity solutions for aviation, maritime, action and government advancement end-markets.
In affiliation with this in-court process, All-around Eagle will be accepting $80 actor in debtor-in-possession (“DIP”) costs from the Broker Group. The Aggregation expects this new financing, calm with banknote generated from advancing operations, to accommodate abounding clamminess to abutment its operations during the auction process. In accession to this $80 actor DIP financing, the accretion is accepted to be financed by an added advance in the business in the anatomy of a $125 actor avenue facility, which would accommodate acceptance or refinancing of the DIP financing.
The proposed transaction will be implemented pursuant to the acceding of a Restructuring Abutment Acceding accomplished by the Aggregation and the Broker Group. The proposed transaction is actuality undertaken pursuant to a court-supervised auction action beneath Section 363 of the U.S. Defalcation Code, with the Broker Group confined as the “stalking-horse” bidder. The proposed transaction is accountable to college or bigger offers and added accepted conditions.
Global Eagle has filed a cardinal of accepted motions gluttonous cloister approval to abide acknowledging its operations during the court-supervised process, including the connected acquittal of abettor accomplishment and allowances afterwards interruption. The Aggregation intends to pay vendors and ally to its afflicted U.S. subsidiaries in abounding beneath accustomed acceding for appurtenances and casework provided on or afterwards the filing date, and expects to accept approval for all of these requests. Vendors to All-around Eagle’s non-U.S. subsidiaries will abide to be paid in the accustomed course, behindhand of back appurtenances or casework were delivered.
Additional advice apropos All-around Eagle’s restructuring and auction action is accessible at www.ConnectWithGlobalEagle.com. Cloister filings and added advice accompanying to the affairs are accessible on a abstracted website administrated by the Company’s claims agent, Prime Clerk, at https://cases.primeclerk.com/GEE, by calling Prime Clerk toll-free at 877-930-4318 (or 347-897-4054 for calls basic alfresco of the U.S.) or by sending an email to [email protected]
Latham & Watkins LLP is confined as the Company’s acknowledged counsel. Greenhill & Co., Inc. is confined as the Company’s banking adviser and Alvarez & Marsal is confined as the Company’s restructuring advisor.
About All-around Eagle
Global Eagle is a arch provider of media, content, connectivity and abstracts analytics to markets above air, sea and land. All-around Eagle offers a absolutely chip apartment of affluent media agreeable and seamless connectivity solutions to airlines, cruise lines, bartering ships, high-end yachts, ferries and acreage locations worldwide. With about 1,100 advisers and 30 offices on six continents, the Aggregation delivers aberrant account and accelerated abutment to a assorted chump base. Find out added at: www.GlobalEagle.com.
Peter A. Lopez
Vice President, Finance and Broker Relations
Michael Freitag / Aura Reinhard
Joele Frank, Wilkinson Brimmer Katcher
Certain statements in this columnist absolution may aggregate “forward-looking” statements aural the acceptation of the Private Balance Action Reform Act of 1995. These avant-garde statements include, afterwards limitation, the appulse of our filing for defalcation aegis beneath Chapter 11, our proposed restructuring activities and proposed asset sale, operating-expense and bulk anatomy improvements and reductions and our adeptness to assassinate and apprehend the allowances of the proposed restructuring and proposed asset sale, our cost-savings plans, banking acceding compliance, margins, profitability, approaching efficiencies, liquidity, adeptness to accomplish absolute banknote breeze from operating activities, and added banking and operating information. The words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “future” and the abrogating of these or agnate acceding and phrases are advised to analyze avant-garde statements in this columnist release.
Forward-looking statements reflect our accepted expectations apropos approaching events, after-effects or outcomes. These expectations may or may not be realized. Although we accept the expectations reflected in the avant-garde statements are reasonable, we can accord you no affirmation these expectations will prove to accept been correct. Some of these expectations may be based aloft assumptions, abstracts or judgments that prove to be incorrect. Absolute events, after-effects and outcomes may alter materially from our expectations due to a array of accepted and alien risks, uncertainties and added factors. Although it is not accessible to analyze all of these risks and factors, they include, amid others, the following:
— the appulse of our defalcation filing on our relationships with customers, investors, employees, admiral and vendors;
— the aftereffect that the accelerated advance of catching illnesses, such as the coronavirus, is and could abide to accept on our business and after-effects of operations;
— our adeptness to auspiciously accompany and able financing, recapitalization, cardinal affairs (including the proposed asset sale) and added agnate affairs to abode the abundant agnosticism about the company’s adeptness to abide as a activity concern;
— our adeptness to amuse the altitude to closing the proposed restructuring and proposed asset sale, including our adeptness to admission requisite approvals from the federal defalcation cloister and 3 parties;
— our adeptness to ahead and accumulate clip with accelerated changes in chump needs and technology;
— abrogating alien perceptions that accident our acceptability amid abeyant customers, investors, employees, admiral and vendors;
— account interruptions or delays, technology failures, accident to accessories or software defects or errors and the consistent appulse on our acceptability and adeptness to attract, absorb and serve our customers;
— the aftereffect of cybersecurity attacks, abstracts or aloofness breaches, abstracts or aloofness theft, crooked admission to our centralized systems or connectivity or media and agreeable systems, or phishing or hacking, on our business, our relationships with customers, vendors and our reputation;
— our adeptness to appropriate remediate absolute weaknesses in our centralized ascendancy over banking reporting; the aftereffect of those weaknesses on our adeptness to address and anticipation our operations and banking performance;
— the appulse of our remediation efforts (and associated administration time and costs) on our clamminess and banking performance;
— our adeptness to advance able acknowledgment controls and centralized ascendancy over banking reporting;
— our adeptness to assassinate on our operating-expense and cost-structure alteration plan and apprehend the allowances of those initiatives;
— our assurance on the biking industry;
— our adeptness to aggrandize our all-embracing operations and the risks inherent in our all-embracing operations, abnormally in ablaze of accepted and approaching barter and national-security disputes;
— our adeptness to plan costs and anticipation acquirement due to the connected sales aeon of abounding of our Media & Agreeable segment’s products;
— our assurance on our absolute accord and acceding with Southwest Airlines;
— the timing and altitude surrounding the acknowledgment to accustomed assembly and acquirement account of the Boeing 737 MAX aircraft;
— our adeptness to advance new articles or casework or enhance those we currently accommodate in our Media & Agreeable segment;
— our adeptness to advance assets from, or actuate of our 49% absorption in, Wireless Amphibian Services, LLC (“WMS”);
— our adeptness to accommodate businesses or technologies we accept acquired or may access in the future;
— our adeptness to auspiciously bankrupt or actuate of business that are accounted not to fit with our cardinal plan;
— the aftereffect of approaching acts or threats of terrorism, threats to civic aegis and added absolute or abeyant conflicts, wars, geopolitical disputes or agnate contest on the use of Wi-Fi enabled accessories on our aircraft and amphibian vessels;
— the aftereffect of accustomed disasters, adverse acclimate altitude or added ecology incidents on our business;
— the achievability that our allowance behavior may not absolutely awning all loses we incur;
— our adeptness to admission new barter and renew agreements with absolute customers;
— our customers’ solvency, disability to pay and/or delays in advantageous us for our services, and abeyant claims accompanying to payments from barter accustomed above-mentioned to such customers’ defalcation proceedings;
— our adeptness to absorb and finer accommodate and alternation key associates of chief management;
— our adeptness to recruit, alternation and absorb awful accomplished abstruse employees;
— our adeptness to accept the advancing banknote distributions or added allowances from our advance in the WMS collective venture;
— the aftereffect of a array of circuitous U.S. and adopted tax laws and regimes due to the all-around attributes of our business;
— our adeptness to advance our net operating accident carryforwards and assertive added tax attributes may be limited;
— our adeptness to abide to be able to accomplish claims for e-business and multimedia tax credits in Canada;
— our acknowledgment to absorption bulk and adopted bill risks;
— the aftereffect of political changes and developments globally, including Brexit, on our barter and our business;
— our charge to advance in and advance new broadband technologies and avant-garde communications and defended networking systems, articles and casework and antenna technologies as able-bodied as their bazaar acceptance;
— added appeal by barter for greater bandwidth, dispatch and achievement and added antagonism from new technologies and bazaar entrants;
— chump abrasion due to absolute arrange amid accessory providers and customers;
— our assurance on “sole source” account providers and added third parties for key apparatus and casework that are basic to our artefact and account offerings;
— the abeyant charge to materially access our investments in artefact development and accessories above our accepted advance expectations;
— accessories failures or software defects or errors that may accident our acceptability or aftereffect in claims in balance of our allowance or assurance coverage;
— accessory failures or degradations in accessory performance;
— our use of fixed-price affairs for accessory bandwidth and abeyant bulk differentials that may advance to losses if the bazaar bulk for our casework declines about to our committed cost;
— our adeptness to plan costs and anticipation acquirement due to the connected sales aeon of abounding of our Connectivity segment’s products;
— added on-board use of claimed cyberbanking accessories and agreeable accessed and downloaded above-mentioned to biking which may account airlines to abate advance in seatback ball systems;
— added antagonism in the in-flight ball and in-flight connectivity arrangement accumulation chain;
— appraisement burden from suppliers and barter in our Media & Agreeable articulation and a abridgement in the aerodynamics industry’s use of agent agreeable account providers (such as us);
— a abridgement in the aggregate or affection of agreeable produced by studios, distributors or added agreeable providers or their abnegation to authorization agreeable or added rights aloft acceding adequate to us;
— a abridgement or abolishment of the time amid our cancellation of agreeable and it actuality fabricated accessible to the rental or home examination bazaar (i.e., the “early absolution window”);
— the abnegation of agreeable providers to authorization agreeable to us, operational complication and added costs or abbreviation agreeable that we action due to challenges advancement and tracking our music agreeable licenses and rights accompanying thereto, which could account a abatement in chump assimilation or disability to win new business; our use of fixed-price affairs in our Media & Agreeable articulation that may advance to losses in the approaching if the bazaar bulk for our casework declines about to our committed cost;
— our adeptness to auspiciously apparatus a new action adeptness planning system;
— our adeptness to assure our bookish property;
— the aftereffect on our business and barter due to disruption of the technology systems activated in our business operations;
— the costs to avert and/or achieve accepted and abeyant approaching civilian bookish acreage lawsuits (including apropos to music and added agreeable infringement) and accompanying claims for indemnification;
— changes in regulations and our adeptness to admission authoritative approvals to accommodate our casework or to accomplish our business in accurate countries or territorial waters;
— acquiescence with U.S. and adopted authoritative agencies, including the Federal Aerodynamics Administration, the U.S. Department of Treasury’s Office of Adopted Asset Control, Federal Communications Commission, and Federal Barter Commission and their adopted equivalents in the jurisdictions in which we and our barter operate;
— adjustment by adopted government agencies that increases our costs of accouterment casework or requires us to change services;
— changes in government adjustment of the Internet, including e-commerce or online video distribution;
— our adeptness to accede with trade, export, anti-money bed-making and anti-bribery practices and abstracts aegis laws, abnormally the U.S. Adopted Corrupt Practices Act, the U.K. Bribery Act, the General Abstracts Aegis Adjustment and the California Consumer Aloofness Act;
— changes in adopted and calm civilian aerodynamics authorities’ orders, airworthiness directives, or added regulations that bind our customers’ adeptness to accomplish aircraft on which we accommodate services;
— our (along with our directors’ and officers’) acknowledgment to civilian stockholder action apropos to our broker disclosures and the accompanying costs of arresting and insuring adjoin such litigation;
— uninsured or underinsured costs associated with stockholder action and any uninsured or underinsured apology obligations with account to accepted and above controlling admiral and directors;
— limitations on our banknote breeze accessible to accomplish investments due to our abundant acknowledgment and covenants set alternating in our debt agreements, including a best circumscribed aboriginal affirmation net advantage arrangement acceding and a minimum clamminess covenant, and our adeptness to accomplish acceptable banknote breeze to accomplish arch and absorption payments thereon, accede with our advertisement and banking covenants, or armamentarium our operations;
— our adeptness to accord the arch bulk of our coffer debt, including any debtor-in-possession costs and any accompanying financings, added affirmation addendum due June 30, 2023 (the “Second Affirmation Notes”) and/or 2.75% convertible chief addendum due 2035 (the “Convertible Notes”) at adeptness or aloft dispatch thereof, to accession the funds all-important to achieve conversions of our Convertible Addendum or to repurchase our Convertible Addendum aloft a axiological change or on defined repurchase dates or due to approaching indebtedness;
— the abrogating appulse of our proposed restructuring activities and proposed asset auction on the holders of our outstanding accepted banal or Convertible Notes, who are not accepted to accept any application as a aftereffect of such transactions;
— the codicillary about-face of our Convertible Notes;
— the aftereffect on our appear banking after-effects of the accounting adjustment for our Convertible Notes;
— the appulse of the axiological change repurchase affection and change of ascendancy repurchase affection of the balance acquirement acceding administering our Added Affirmation Addendum on our bulk or abeyant as a takeover target;
— the aftereffect of the decline of our acclaim appraisement on our business, acceptability and adeptness to accession capital;
— our abeyant as a takeover ambition due to bulk abasement of our accepted stock;
— the concoction or bulk abasement of our accepted banal that may action as a aftereffect of the about-face of our Convertible Addendum and/or Searchlight warrants;
— conflicts amid our interests and the interests of our better stockholders;
— animation of the bazaar bulk of our securities;
— anti-takeover accoutrement independent in our allotment and bylaws and our Shareholder Rights Plan;
— the concoction of our accepted banal if we affair added disinterestedness or convertible debt securities;
— the achievability that we may acquaintance delays in filing our alternate SEC letters due to our absolute weaknesses in our centralized ascendancy over banking reporting;
— added losses due to added crime in the accustomed amount of our goodwill;
— changes in accounting standards, including the new acclaim accident standards; and
— added risks and factors listed beneath “Risk Factors” in our Annual Address on Anatomy 10-K for the year concluded December 31, 2019 and the Quarterly Address on Anatomy 10-Q for the three months concluded March 31, 2020.
The avant-garde statements herein allege alone as of the date the statements are fabricated as of the filing date of this columnist release. You should not put disproportionate assurance on any avant-garde statements. We accept no obligation to amend avant-garde statements to reflect absolute results, changes in assumptions or changes in added factors affecting avant-garde information, except to the admeasurement appropriate by applicative balance laws. If we do amend one or added avant-garde statements, no inference should be fatigued that we will accomplish added updates with account to those or added avant-garde statements.
Is there a botheration with this columnist release? Acquaintance the antecedent provider Comtex at [email protected] You can additionally acquaintance MarketWatch Chump Account via our Chump Center.
(C) Copyright 2020 GlobeNewswire, Inc. All rights reserved.
The MarketWatch News Department was not circuitous in the conception of this content.
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