BURLINGAME, Calif., Aug. 17, 2015 /PRNewswire/ — AeroCentury Corp. (NYSE MKT: ACY), an independent aircraft leasing company, today announced that, following a review and negotiation conducted for AeroCentury by a committee of its four independent directors, AeroCentury has reached a new management agreement with its current management company, JetFleet Management Corp. (“JMC”) which continues JMC’s management services through August 2025 and provides AeroCentury with significant enhancements over the prior management agreement with JMC.
“We studied a number of alternatives for our day-to-day operations, and we determined that JMC offered the best mix of market expertise, customer relationship management and total value,” said David P. Wilson, independent director and former Senior Vice President of General Electric Capital Aviation Services. “Among the deciding factors were the comprehensive services offered by JMC, the eighteen year history of excellent service they have already provided to us, and the added value of the continuity of the relationships with our customers, employees and financial partners.”
The terms of the contract with JMC, which was filed today with the United States Securities and Exchange Commission, provide AeroCentury with a number of continuing and new benefits including:
- Comprehensive management services, under which JMC continues to assume full responsibility for payment for all employee salaries and benefits, outside technical services, worldwide travel needed to promote AeroCentury’s business, office space, utilities, IT and communications, furniture and fixtures, and other general administrative and overhead costs;
- A management fee that, as with the prior agreement, is based on overall portfolio size, which will continue to protect AeroCentury against unanticipated administrative, office space, and personnel cost increases;
- Continuity of services of JMC’s highly experienced management team, which provides a seamless transition through lease terms and financing renewals;
- An option right granted to AeroCentury for the acquisition of JMC;
- A new provision whereby JMC has agreed not to manage portfolios for identified AeroCentury competitors;
- Revised termination clauses that increase AeroCentury’s flexibility;
- Added breakpoints in the management fee rate, based on portfolio size, which will generate economies of scale as AeroCentury’s portfolio grows; and
- Added provisions that ensure continuing AeroCentury visibility into JMC’s financial status.
“As one of our largest shareholders, we are confident that JMC’s interests are fully aligned with AeroCentury’s business needs,” said Roy E. Hahn, independent director, investment manager and former tax partner in the leasing practice at Coopers & Lybrand. “With a 16-year average tenure for the JMC management team, it brings deep experience in the aviation marketplace and invaluable connections with both existing and potential debt and equity partners. Completing this negotiation to extend our management agreement at this time provides continuity for all our stakeholders, and provides assurances to our banking partners that business operations will remain on track and that management will continue to be stable for the entire remaining term of the credit facility and when the time comes for AeroCentury to seek approval to use the accordion provisions of the credit facility to increase credit line availability.”
AeroCentury is an aircraft operating lessor and finance company specializing in leasing regional aircraft and engines utilizing triple net leases. AeroCentury’s aircraft and engines are leased to regional airlines and commercial users worldwide.
This press release contains certain statements that may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including AeroCentury’s statements that the new contract will continue to protect AeroCentury against unanticipated administrative, office space, and personnel cost increases; will provide a seamless transition through lease terms and financing renewals; and will generate, through application of breakpoints in the management fee, economies of scale as AeroCentury’s portfolio grows. All statements, other than statements of historical fact, included herein are “forward-looking statements.” Although AeroCentury believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including unanticipated operating expenses to AeroCentury that are not covered by the contract; unanticipated changes in JMC personnel due to incapacity, illness, or voluntary departure; lack of availability of appropriate aircraft for acquisition and financing therefor or operating expense increases with portfolio size that preclude realization of economies of scale, as well as those discussed in the AeroCentury’s reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, AeroCentury does not assume a duty to update any forward-looking statement.
SOURCE AeroCentury Corp.