July 20, 2009
PEACHTREE CITY, Ga. (July 20, 2009) – Global Aviation Holdings, Inc. (“Global”), and two of its indirect wholly-owned subsidiaries, World Airways, Inc. and North American Airlines, Inc., announced today they are planning to offer senior secured first lien notes due 2013 (the “Notes”) intended to result in gross proceeds of $165 million. The Notes will, subject to limited exceptions, be unconditionally guaranteed on a senior secured basis by each existing and future direct and indirect wholly owned domestic subsidiary of Global.
The proceeds of the offering, together with the concurrent incurrence of second lien loans and cash on hand, will be used to pay, in full, all of Global’s outstanding term loans under its existing term loan facility and related fees and expenses.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration unless an exemption from such registration is available. The Notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act, to persons outside of the United States in compliance with Regulation S under the Securities Act, and to a limited number of institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
After the completion of the offering, Global will file an exchange offer registration statement with the Securities and Exchange Commission with respect to an offer to exchange the Notes and, in certain circumstances, will file a shelf registration statement with respect to resales of the Notes.
This news release does not constitute an offer to sell or the solicitation of or an offer to buy nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the security laws of any such state.
This news release contains forward-looking statements regarding the future performance of Global, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. These risks and uncertainties include, but are not limited to Global’s ability to consummate the offering of the Notes. Global undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.