Waypoint Leasing Holdings – Court Approves Bidding Procedures for $650mn Sale to Macquarie, Including $19.5mn Break Fee

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December 21, 2018 – The Court hearing the Waypoint Leasing Holdings case issued an order [Docket No. 159] approving the Debtors’ proposed bidding procedures and bid protections (including a $19.5mn break fee) in respect of the proposed $650mn sale of the Debtors’ assets to Macquarie Rotorcraft Leasing Holdings Limited (“Macquarie”). 
As previously reported [Docket No. 64], “Pursuant to the Macquarie APA, Macquarie is purchasing substantially all of the Debtors’ assets. After conducting significant due diligence and consulting with the Debtors’ management, Macquarie has opted to purchase the Debtors’ core and non-core aircraft (approximately one-hundred and sixty (160) aircraft) and to assume certain executory contracts, unexpired leases, and related liabilities in connection therewith. The base purchase price is $650,000,000, plus the assumption of certain liabilities, subject to certain adjustments. 
The assets proposed to be purchased include, among other things, aircraft, certain executory contracts and unexpired leases (the ‘Transferred Contracts’) and certain inventory, deposits, intellectual property, licenses, books and records, and permits. In the event the sale to Macquarie is consummated, the Debtors intend to assume and assign the Transferred Contracts to Macquarie….The Macquarie APA provides for the payment of (i) an expense reimbursement up to a cap of $3,000,000 (the ‘Expense Reimbursement’) for the actual, documented, and reasonable out of pocket costs, fees and expenses that are incurred or to be incurred by Macquarie in connection with or related to the authorization, preparation, investigation, negotiation, enforcement, execution, implementation, and performance of the transactions contemplated by the Macquarie APA and (ii) a break-up fee in an amount equal to three percent (3%) of the Base Purchase Price ($19,500,000) (the ‘Break-Up Fee’).”
The Court scheduled a sale hearing for February 12, 2019, with the deadline to object to the Macquarie Bid of January 3, 2019.

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