- 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"
NEW YORK, Feb. 1, 2021 /PRNewswire/ -- 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).
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
212-839-0111
Kivvit
Josh Vlasto
Email: JVlasto@Kivvit.com
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.
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