KUALA LUMPUR (March 11): AirAsia Group Bhd said today that its indirect wholly-owned subsidiary Asia Aviation Capital Ltd (AACL) had on Friday (March 8) entered into an amended share purchase agreement (SPA) with Castlelake L.P.-controlled entities AS Air Lease Holdings 5T DAC and AS Air Lease 8 (Offshore) LP for the planned disposal by AACL of its entire stakes in five companies, which will own AirAsia Group's aircraft assets.

According to AirAsia Group's Bursa Malaysia filing today, the five companies are Merah Aviation, Merah Aviation Asset Holding Two Ltd, Merah Aviation Asset Holding Three Ltd, Merah Aviation Asset Holding Four Ltd; and Merah Aviation Asset Holding Five Ltd (collectively Merah Aviation entities).

AirAsia Group said AACL proposed to dispose of its entire equity interests in the Merah Aviation entities to purchaser AS Air Lease Holdings 5T DAC for the base purchase price of US$768.0 million (about RM3.12 billion), subject to terms and conditions in the amended SPA. AS Air Lease 8 is the purchaser guarantor, AirAsia Group said. 

AirAsia Group said AS Air Lease Holdings 5T DAC and AS Air Lease 8 are indirectly controlled by Castlelake.

AirAsia Group said AACL had initially entered into the original SPA with Air Lease Holdings 5T DAC and AS Air Lease 8 on Dec 24, 2018.
 
Today, AirAsia Group said: "For the avoidance of doubt, the mainstay of the proposed disposal, amongst others, the objective of the proposed disposal, the base purchase price and other key terms, remains unchanged under the amended SPA.

"The previous SPA is restated by the amended SPA, mainly due to variation to the mechanics of the sale and transfer, including the method of financing and settlement, with a view to attaining a more efficient implementation of the proposed disposal. Under the amended SPA, the proposed disposal to the purchaser involves the disposal by AACL of one ordinary share of US$1.00, representing 100.0% of the issued share capital of each of the entities," AirAsia Group said.

Under the previous SPA, AirAsia Group said the proposed disposal only involved the sale by AACL of its entire equity interest in one entity Merah Aviation to the purchaser. AirAsia Group said all aircraft assets will be transferred to Merah Aviation, followed by a sale of Merah Aviation.

"(Under the amended SPA) The proposed disposal involves the proposed disposal by AACL to the purchaser of its entire equity interests in the Merah Aviation entities. Aircraft assets will be transferred in batches to the Merah Aviation entities (or their nominees), followed by a sale of such Merah Aviation entities," the filing said.