SEC Form F-3DPOS filed by Fly Leasing Limited
$FLY
As filed with the Securities and Exchange Commission on August 2, 2021
Registration No. 333-187305
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLY LEASING LIMITED
(Exact Name of Registrant as Specified in Its Charter)
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Bermuda
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98-0536376
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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West Pier Business Campus
Dun Laoghaire
County Dublin, A96 N6T7, Ireland
Tel. +353 1 231 1900
(Address and telephone number of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Tel. (302) 738-6680
(Name, address, and telephone number of agent for service)
Copies to:
Dean Sattler, Esq.
Iliana Ongun, Esq.
Brett Nadritch, Esq.
Milbank LLP
55 Hudson Yards
New York, New York 10001
(212) 530-5000
Approximate date of commencement of proposed sale to the public: Not applicable.
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If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company. ☐
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (this “Amendment”) to the Registration Statement on Form F-3 (File No. 333-187305) (the “Registration Statement”) first filed by Fly Leasing Limited
(the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on March 15, 2013 is being filed to deregister all securities of the Registrant that were registered for issuance on the Registration Statement and remain
unsold under such Registration Statement.
On August 2, 2021, the Registrant completed the merger contemplated by the Agreement and Plan of Merger, dated March 27, 2021 (the “Merger Agreement”), by and among the Registrant, Carlyle
Aviation Elevate Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), and Carlyle Aviation Elevate Merger Subsidiary Ltd., a Bermuda exempted company and a wholly-owned subsidiary of Parent (“Merger
Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving as a wholly-owned subsidiary of Parent.
As a result of the Merger, the offering of the Registrant’s securities pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Registrant in the
Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Registrant which remain unsold at the termination of the offering, the Registrant files this Amendment to terminate the effectiveness of
the Registration Statement and to remove from registration all of the securities registered but unsold under the Registration Statement as of the date hereof, if any.
The foregoing description of the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is incorporated by
reference to Exhibit 99.1 to the Form 6-K filed with the Commission by the Company on March 30, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on August 2, 2021.
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FLY LEASING LIMITED
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By:
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/s/ Javier Meireles
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Name:
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Javier Meireles
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Title:
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Chief Financial Officer
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No other person is required to sign this Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.