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Fly Leasing (FLY) Reports Prelim. Results of Tender Offer; Notes Oversubscription

December 17, 2015 8:25 AM EST

Fly Leasing Limited (NYSE: FLY) announced the preliminary results of its "modified Dutch auction" tender offer, which expired at 5:00 P.M., New York City time, on Wednesday, December 16, 2015. The tender offer was one component of FLY's previously announced $100 million share repurchase program, which FLY intends to continue implementing through open market purchases or in privately negotiated transactions or otherwise, subject to market conditions.

Based on the preliminary count by the tendering agent for the tender offer, a total of approximately 11,063,469 of FLY's common shares held in the form of American Depositary Shares (the "Shares") were validly tendered and not validly withdrawn pursuant to the tender offer, including approximately 1,078,288 Shares that were tendered through notice of guaranteed delivery.

The tender offer was oversubscribed. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the tendering agent, FLY expects to repurchase approximately 5,376,344 Shares at $13.95 per Share on a pro rata basis, except for tenders of odd lots, which will be accepted in full, for a total cost of approximately $75,000,000, excluding fees and expenses related to the tender offer. As such, FLY has determined that the preliminary proration factor for the tender offer is approximately 86.3%. The Shares that are expected to be repurchased represent approximately 13.1% of FLY's outstanding Shares as of December 16, 2015.

The number of Shares expected to be purchased in the tender offer, the purchase price and the proration factor referred to above are preliminary and subject to change. The preliminary information contained in this press release is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the prescribed three trading day settlement period. The final number of Shares to be purchased and the final purchase price will be announced following the completion of the confirmation process and the expiration of the guaranteed delivery period. Payment for the Shares accepted pursuant to the tender offer, and the return of all other Shares tendered and not purchased, will occur promptly thereafter.

Wells Fargo Securities, LLC served as the dealer manager for the tender offer. D.F. King & Co., Inc. served as information agent for the tender offer, and American Stock Transfer & Trust Company, LLC served as the tendering agent for the tender offer. Shareholders and investors who have questions or need assistance may call Wells Fargo Securities, LLC at (877) 450-7515 (toll-free) or (212) 214-6400 or D.F. King & Co., Inc. at (866) 406-2283 (toll-free).



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