Wheels Up To Become Publicly-Traded Via SPAC Merger With Aspirational Consumer Lifestyle Corp. (ASPL)

February 1, 2021 6:34 AM EST

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Wheels Up Partners Holdings LLC, 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. (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.



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