Wheels Up Experience Inc 8-K, filed Feb 1, 2021
Wheels Up Experience Inc. (UP)
About this 8-K
Wheels Up Experience Inc filed this 8-K on February 1, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 1, 2021
Aspirational Consumer Lifestyle Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39541 | 98-1557048 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| #18-07/12 Great World City | |
| Singapore | 237994 |
| (Address of principal executive offices) | (Zip Code) |
+65 6672 7605
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | ASPL.U | New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 per share | ASPL | New York Stock Exchange | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ASPL WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, 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 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On February 1, 2021, Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (“ASPL”), announced that it entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Wheels Up Partners Holdings LLC, a Delaware limited liability company (“Wheels Up”), KittyHawk Merger Sub LLC, a Delaware limited liability corporation and a direct wholly owned subsidiary of ASPL (“Merger Sub”), Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ASPL (“Blocker Sub”), the Blocker Merger Subs (as defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement).
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:
(i) prior to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), ASPL will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), and the Cayman Islands Companies Law (2020 Revision) (the “Domestication”);
(ii) at the Closing, upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, (x) each of the Blocker Merger Subs will merge with and into the respective Blockers, the separate corporate existence of each Blocker Merger Sub will cease and each Blocker will survive as a wholly owned subsidiary of ASPL, (y) the surviving Blocker entities will thereafter merge with and into Blocker Sub, the separate corporate existence of each Blocker will cease and Blocker Sub will be the surviving entity and (z) Merger Sub will thereafter merge with and into Wheels Up, the separate corporate existence of Merger Sub will cease and Wheels Up will survive as a subsidiary of ASPL (collectively, the “Mergers”);
(iii) upon consummation of the Mergers, and subject to the adjustments provided in the Merger Agreement, all of the equity interests of Wheels Up will be converted into the right to receive an aggregate number of shares of Class A common stock, par value $0.0001 per share, of ASPL (after the Domestication) (the “ASPL Class A Common Stock”) equal to the quotient obtained by dividing (x) $1,855,000,000 by (y) $10.00, in addition to a number of shares that may be issued post-Closing if Wheels Up options were to be cash exercised and due to conversion of Wheels Up profits interests;
(iv) upon consummation of the Mergers, existing Wheels Up equityholders will have the right to receive up to an aggregate of 9,000,000 additional shares of ASPL Class A Common Stock in three equal tranches which are issuable upon the achievement of share price thresholds for ASPL Class A Common Stock of $12.50, $15.00 and $17.50, respectively, as set forth in the Merger Agreement; and
(v) upon the consummation of the Merger, the ASPL will be renamed “Wheels Up Experience Inc.” The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement, including the approval of ASPL’s shareholders and Wheels Up’s equityholders.
On February 1, 2021, ASPL also announced that, concurrently with the execution of the Merger Agreement, it entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”) pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively subscribed for 55,000,000 shares of ASPL Class A Common Stock for an aggregate purchase price equal to $550,000,000 (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the Closing, subject to the terms and conditions contemplated by the Subscription Agreements.
On February 1, 2021, ASPL also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among ASPL, Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Wheels Up and the other parties thereto, pursuant to which the Sponsor and each director of ASPL agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby and not to redeem their shares in ASPL in connection therewith, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. In addition, ASPL has entered into a Equityholder Support Agreement (the “Equityholder Support Agreement”) by and among ASPL, Wheels Up and certain equityholders of Wheels Up (the “Key Company Equityholders”), pursuant to which the Key Company Equityholders have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Equityholder Support Agreement.
A copy of the Merger Agreement, the form of the Subscription Agreements, the Sponsor Support Agreement and the Equityholder Support Agreement will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, and the foregoing description of each of the Merger Agreement, Subscription Agreements, Sponsor Support Agreement and Equityholder Support Agreement is qualified in its entirety by reference thereto.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investment is incorporated by reference in this Item 3.02. The shares of ASPL Class A Common Stock to be issued in connection with the PIPE Investment will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure
On February 1, 2021, ASPL and Wheels Up issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement and the PIPE Investment. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated herein by reference is the investor presentation dated February 1, 2021, for use by ASPL in meetings with certain of its shareholders as well as other persons with respect to ASPL’s proposed transaction with Wheels Up, as described in this Current Report on Form 8-K.
The foregoing, including the information presented in Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of ASPL under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including the information presented in Exhibit 99.1 and Exhibit 99.2, that is provided solely in connection with Regulation FD.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between ASPL and Wheels Up. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. ASPL intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of ASPL, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all ASPL shareholders. ASPL also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of ASPL are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by ASPL through the website maintained by the SEC at www.sec.gov.
The documents filed by ASPL with the SEC also may be obtained free of charge at ASPL’s website at https://www.aspconsumer.com or upon written request to #18-07/12 Great World City, Singapore 237994.
Participants in Solicitation
ASPL and Wheels Up and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ASPL’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of ASPL and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between ASPL and Wheels Up. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of ASPL’s securities, (ii) the risk that the transaction may not be completed by ASPL’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ASPL, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of ASPL, the satisfaction of the minimum trust account amount following redemptions by ASPL’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Wheels Up’s business relationships, operating results and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Wheels Up and potential difficulties in Wheels Up employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Wheels Up or against ASPL related to the Merger Agreement or the transaction, (x) the ability to maintain the listing of the ASPL’s securities a national securities exchange, (xi) the price of ASPL’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which ASPL plans to operate or Wheels Up operates, variations in operating performance across competitors, changes in laws and regulations affecting ASPL’s or Wheels Up’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive aviation industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of ASPL’s registration statement on Form S-1 (File No. 333-248592), the registration statement on Form S-4 discussed above and other documents filed by ASPL from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ASPL and Wheels Up assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither ASPL nor Wheels Up gives any assurance that either ASPL or Wheels Up or the combined company will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Joint Press Release, dated as of February 1, 2021. |
| 99.2 | Investor Presentation, dated as of February 1, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aspirational Consumer Lifestyle Corp. | |||
| Date: February 1, 2021 | By: | /s/ Ravi Thakran | |
| Name: | Ravi Thakran | ||
| Title: | Chief Executive Officer and Chairman | ||
Exhibit 99.1
WHEELS UP, THE LEADING BRAND IN PRIVATE AVIATION, ANNOUNCES PLANS TO BECOME PUBLICLY-TRADED VIA SPAC MERGER WITH ASPIRATIONAL CONSUMER LIFESTYLE CORP.
| · | Wheels Up is democratizing private aviation with its technology-driven marketplace, expanding the addressable market and making private air travel accessible for millions of consumers |
| · | With its end-to-end approach to private aviation and proprietary technology, the Wheels Up Marketplace connects flyers with one of the industry’s largest selection of private aircraft |
| · | The transaction will enable Wheels Up to accelerate marketplace growth and adoption, invest in adjacent lifestyle and consumer services to complement the platform, and drive global expansion |
| · | The transaction values Wheels Up at an enterprise value of $2.1 billion, and is expected to provide up to $790 million in cash proceeds, including a $550 million PIPE and up to $240 million of cash held in the trust account of Aspirational Consumer Lifestyle Corp. |
| · | PIPE investors include T. Rowe Price, Fidelity, Franklin Advisors, Durable Capital, HG Vora Capital Management, Third Point, Luxor Capital, and Monashee, among others |
| · | The transaction is expected to close in Q2 of 2021 with existing shareholders of Wheels Up rolling 100 percent of their equity into the combined company, which will be listed on the New York Stock Exchange under the symbol “UP” |
FEBRUARY 1, 2021 – New York, NY – Wheels Up Partners Holdings LLC (“Wheels Up” or the “Company”), 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. (“Aspirational”) (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.
About Aspirational Consumer Lifestyle Corp.
Launched in September 2020, Aspirational is a partnership of experienced consumer investors and former LVMH executives alongside L Catterton, the largest global consumer-focused private equity firm, as a minority partner. Aspirational identifies and invests in innovative, premium brands to offer consumers experiences that fulfil their aspirations for a healthy, balanced and cosmopolitan lifestyle. To learn more about Aspirational, visit www.aspconsumer.com.
About Wheels Up
Wheels Up is a leading provider of private aviation services in the U.S. through a fleet of owned, managed, and third-party planes. Its mission is to connect flyers to private aircraft – and one another – to deliver exceptional, personalized experiences. The Company has approximately 11,000 active users and is headquartered in New York.
For more information, please visit www.wheelsup.com.
1 All references to cash on the balance sheet, available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public shareholders of Aspirational and the payment of transaction expenses.
Media Contact
Jonesworks
Email: wheelsup@jonesworks.com
212-839-0111
Kivvit
Josh Vlasto
Email: JVlasto@Kivvit.com
917-881-9662
Investor Contact
IR@Wheelsup.com
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Wheels Up and Aspirational. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Aspirational’s securities, (ii) the risk that the transaction may not be completed by Aspirational’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Aspirational, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of Aspirational, the satisfaction of the minimum trust account amount following redemptions by Aspirational’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Wheels Up’s business relationships, operating results and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Wheels Up and potential difficulties in Wheels Up employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Wheels Up or against Aspirational related to the Merger Agreement or the transaction, (x) the ability to maintain the listing of the Aspirational’s securities a national securities exchange, (xi) the price of Aspirational’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Aspirational plans to operate or Wheels Up operates, variations in operating performance across competitors, changes in laws and regulations affecting Aspirational’s or Wheels Up’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive aviation industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Aspirational’s registration on Form S-1 (File No. 333-248592), the registration statement on Form S-4 discussed below and other documents filed by Aspirational from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Wheels Up and Aspirational assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Wheels Up nor Aspirational gives any assurance that either Wheels Up or Aspirational or the combined company will achieve its expectations.
Additional Information and Where to Find It
This document relates to a proposed transaction between Wheels Up and Aspirational. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Aspirational intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of Aspirational, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Aspirational shareholders. Aspirational also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Aspirational are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Aspirational through the website maintained by the SEC at www.sec.gov.
The documents filed by Aspirational with the SEC also may be obtained free of charge at Aspirational’s website at www.aspconsumer.com or upon written request to #18-07/12 Great World City, Singapore 237994.
Participants in Solicitation
Aspirational and Wheels Up and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Aspirational’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of Aspirational and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Exhibit 99.2
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D I SCL A IMER C O N F I D E N T I A LI T Y A N D D I S C L O S U R E S This presentation has been prepared for use by Aspirational Consumer Lifestyle Corp. (“Aspirational”) and Wheels Up Partners Holdings LLC (“Wheels Up”) in connection with their proposed business combination. This presentation is for information purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in Aspirational and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Aspirational and Wheels Up. Neither Aspirational nor Wheels Up makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation. The information in this presentation and any oral statements made in connection with this presentation is subject to change and is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Aspirational and is not intended to form the basis of any investments decision in Aspirational. This presentation does not constitute either advice or a recommendation regarding any securities. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own decisions and perform your own independent investment and analysis of an investment in Aspirational and the transactions contemplated in this presentation. This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed business combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. F O R W A R D - L OO KI NG S TAT EM E N T S Certain statements in this presentation may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Aspirational’s or Wheels Up’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: (i) the size, demands and growth potential of the markets for Wheels Up’s products and services and Wheels Up’s ability to serve those markets, (ii) the degree of market acceptance and adoption of Wheels Up’s products and services, (iii) Wheels Up’s ability to develop innovative products and services and compete with other companies engaged in the private aviation industry and (iv) Wheels Up’s ability to attract and retain customers. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Aspirational’s registration statement on Form S-1, the proxy statement/prospectus on Form S-4 relating to the business combination, which is expected to be filed by Aspirational with the Securities and Exchange Commission (the “SEC”) and other documents filed by Aspirational from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Aspirational and Wheels Up assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Aspirational nor Wheels Up gives any assurance that either Aspirational or Wheels Up will achieve its expectations. S P E C U L AT I VE I N VE S T M E N T An investment in Aspirational’s equity interests is a speculative investment involving a high degree of risk. There is no guarantee that you will realize any gain from this investment, and you could lose the total amount of your investment. No federal or state agency has made any finding or determination regarding the fairness of the sale of equity interests to which this presentation relates, or any recommendation or endorsement thereof. The risks related to the business of Wheels Up and associated with a potential investment in Aspirational’s equity interests presented below are only certain of the general risks related to the business of Wheels Up, and such list is not exhaustive. • COVID-19 has adversely affected Wheels Up’s business and may continue to do so. • Wheels Up may fail to successfully execute its business, marketing and other strategies. • Wheels Up’s expansion of existing service offerings or its launch of new service offerings may consume significant financial and other resources and may not achieve the desired results. • Wheels Up’s ability to grow complementary service offerings may be limited, which could negatively impact its growth rate and financial performance. • Wheels Up’s business depends on a strong brand, and if it is unable to enhance and maintain the reputation of its brand and flight experience, Wheels Up’s ability to expand its customer base will be impaired. • Wheels Up may be unable to attract new customers and/or retain existing customers. • Wheels Up has historically relied on the purchase of pre-paid flight funds by its customers as a source of capital to fund its operations. Customer preferences may change, resulting in a significant decrease in such pre-purchased funds or an increase in the rate at which Wheels Up’s customers utilize their pre-paid funds. This could result in liquidity needs that would require Wheels Up to seek alternate sources of capital, including additional financings, which may not be available. • Wheels Up may need additional capital to finance strategic investments and operations, pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and Wheels Up cannot be sure that additional financing will be available. • Wheels Up has a history of incurring operating losses, and it may not achieve or maintain profitability in the future. • Wheels Up operates in a competitive market and it may lose customers to its competitors. • Wheels Up’s inability to comply with the terms of any of its secured credit facilities may adversely affect its business and, in some limited instances, result in recourse to it when the value of the assets securing the facility are insufficient to cover the amounts owed to the lenders. • Interest rate changes, or Wheels Up’s inability to effectively hedge against them, could adversely affect its results of operations. • Wheels Up’s historical growth rates may not be reflective of its future growth. • Wheels Up may fail to effectively and timely integrate acquisitions into its existing business. • A significant failure of systems and technology Wheels Up uses to operate its business and/or that it offers to others may occur. • Wheels Up relies on the continued service of its senior management and other key individuals, particularly its founder and Chief Executive Officer, Kenny Dichter, and Wheels Up may not be able to attract, integrate, manage and retain, other qualified personnel or key employees. • A noteworthy accident or incident involving Wheels Up’s aircraft or brand could occur and adversely impact its brand and its business. • Wheels Up’s business and operating results may be significantly impacted by general economic conditions, the health of the U.S. aviation industry and risks associated with Wheels Up’s aviation assets. • Litigation or investigations involving Wheels Up could result in material settlements, fines or penalties and may adversely affect Wheels Up’s business, financial condition and results of operations. • Existing or new adverse regulations or interpretations thereof applicable to Wheels Up’s industry may restrict its ability to expand or to operate its business as it wishes and may expose Wheels Up to fines and other penalties. • Wheels Up’s business is concentrated in certain geographic markets. Exposure to local economies, regional downturns or severe weather or catastrophic occurrences or other disruptions or events may materially adversely affect Wheels Up’s financial condition and results of operations. • The occurrence of geopolitical events such as war, terrorism, civil unrest, political instability, environmental or climatic factors, natural disaster, pandemic or epidemic outbreak, public health crisis and general economic conditions may have an adverse effect on Wheels Up’s business. • Some of Wheels Up’s potential losses may not be covered by insurance. Wheels Up may be unable to obtain or maintain adequate insurance coverage. • Wheels Up is potentially subject to taxation-related risks in multiple jurisdictions, and changes in U.S. tax laws, in particular, could have a material adverse effect on Wheels Up’s business, cash flow, results of operations or financial condition. W HE E L S U P 2 |
D I SCL A IMER U S E O F P RO J EC T IO N S A N D I LL U S T R AT I V E P R E S E N TAT IO N S The financial projections, estimates, targets and illustrative presentations in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Aspirational’s and Wheels Up’s control. While all financial projections, estimates, targets and illustrative presentations are necessarily speculative, Aspirational and Wheels Up believe that the preparation of prospective or illustrative financial information involves increasingly higher levels of uncertainty the further out the projection, estimate, target or illustrative presentation extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates, targets and illustrative presentations in this presentation should not be regarded as an indication that Aspirational and Wheels Up, or their representatives, considered or consider the financial projections, estimates, targets and illustrative presentations to be a reliable prediction of future events. Further, illustrative presentations are not necessarily based on management projections, estimates, expectations or targets but are presented for illustrative purposes only. U S E O F D ATA The data contained herein is derived from various internal and external sources. All of the market data in the presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Further, no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Aspirational and Wheels Up assume no obligation to update the information in this presentation. U S E O F NO N - G A A P F I N A NC I A L M E T R IC S This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as Adjusted EBITDA, Adjusted EBITDA Margin and Contribution Margin. These non-GAAP measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Reconciliations of non-GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this presentation. Wheels Up believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Wheels Up. Wheels Up’s management uses forward-looking non-GAAP measures to evaluate Wheels Up’s projected financials and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Wheels Up’s financial measures. In addition, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. T R AD E M AR K S Aspirational and Wheels Up own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to express, and does not imply, a relationship with Aspirational or Wheels Up, or an endorsement or sponsorship by or of Aspirational or Wheels Up. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Aspirational or Wheels Up will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Gama Aviation LLC is not affiliated with Gama Group, Inc., Signature Flight Support LLC, or Gama Aviation plc. PA R T IC I PAT IO N I N S O LIC I TAT IO N Aspirational and Wheels Up and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Aspirational’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of Aspirational’s directors and officers in Aspirational’s filings with the SEC, including Aspirational’s registration statement on Form S-1, which was originally filed with the SEC on September 18, 2020. To the extent that holdings of Aspirational’s securities have changed from the amounts reported in Aspirational’s registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Aspirational’s shareholders in connection with the proposed business combination is set forth in the proxy statement/prospectus on Form S-4 for the proposed business combination, which is expected to be filed by Aspirational with the SEC. Investors and security holders of Aspirational and Wheels Up are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed business combination. Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about Aspirational and Wheels Up through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Aspirational can be obtained free of charge by directing a written request to Aspirational Consumer Lifestyle Corp. 1Kim Seng Promenade, #18-07/12 Great World City Singapore 237994. AV I AT IO N R EGU L AT O R Y M AT T E RS Wheels Up Partners LLC (“Wheels Up”) is subject to the Department of Transportation’s (“DOT”) jurisdiction as a statutorily-defined “ticket agent” (1) and as an “air charter broker” (2) in offering and selling its basic travel program and related programs as agent for the Wheels Up Club Members. Wheels Up is also subject to statutory and regulatory prohibitions against unfair and deceptive practices and unfair methods of competition in 49 U.S.C. Section 41712, as well as DOT regulations contained in Title 14 of the Code of Federal Regulations. These requirements prohibit Wheels Up from “holding out” or otherwise engaging in air transportation, directly or indirectly, as an air carrier without the requisite DOT authority (3). Under federal legislation (e.g. 49 U.S.C. §41101) and Federal Aviation Administration (“FAA”) regulations, a person holding out or otherwise engaging in air transportation requires an air carrier operating certificate. As discussed below, all operators of aircraft in the Wheels Up program are FAA Part 135 certificated and DOT Part 298 registered air carriers. It is important for FAA purposes (as well as for DOT purposes) that Wheels Up maintains its agent-for-member status and not be viewed by FAA as the operator of the aircraft utilized in the Wheels Up Program. With regard to Wheels Up’s basic travel program, Wheels Up acts solely as agent for each club member in arranging flights on their behalf with FAA Part 135 certificated and DOT Part 298 registered air carriers. These air carriers operate the aircraft in the Wheels Up Program and exercise complete, effective, and sustainable operational control over each flight at all times. Wheels Up is affiliated with, or commonly owned along with, certain air carriers that may operate flights under the Wheels Up Program. Other air carriers that operate flights under the Wheels Up Program are external vendors. For Wheels Up’s basic travel program, the King Air 350i and Citation Excel/XLS are operated by Gama Aviation LLC, an affiliate of Wheels Up, which holds the FAA and DOT authorizations noted above. While Wheels Up owns all Beechcraft King Air 350i aircraft and leases all Citation Excel/XLS utilized in the Wheels Up Program, all such aircraft are dry leased to Gama Aviation LLC or the operator. Additional terms and Conditions are included in the Wheels Up Program documents. The Wheels Up shared flight social aviation program is based on the DOT’s concept of self-aggregation whereby Wheels Up provides a forum for those of its members interested in sharing the cost of travel to come together to agree upon a flight itinerary (origin, destination and dates) and then authorize Wheels Up acting as agent for the pre-formed group, to book the flight with an air carrier holding the appropriate DOT and FAA authority noted above. In acting as an agent for self-aggregating passengers, Wheels Up is acting as an air charter broker in accordance with 14 CFR Part 295. All air carriers participating in the Wheels Up Program operate under 14 CFR Part 298, including the disclosure requirements applicable to charters in 14 CFR 298.80. N O T E S : (1 ) A T IC KE T A G E N T M E A N S “A P E RS O N (E XP EC T A N A I R C A R R I E R ...) T H AT A S A P R I NC I PA L O R A G E N T S E LL S , O F F E RS F O R S A LE , N EGO T I AT E S F O R , O R HO LD S I T S E LF O U T A S S E LLI NG , P RO V I D I NG O R A R R A NG I NG F O R A I R T R A N S P O R TAT IO N ” (4 9 U . S . C . S EC . 4 0 10 2( A )(4 5 ) ). (2 ) A N A I R C H A R T E R B RO KE R M E A N S “A P E RS O N O R E N T I T Y T H AT, A S A N I N D I R EC T A I R C A R R I E R , F O R E IG N I N D I R EC T A I R C A R R I E R , O R A B O N A F I D E A G E N T, HO LD S O U T, S E LL S , O R A R R A NG E S S I NG LE E N T I T Y C H A R T E R A I R T R A N S P O R TAT IO N U S I NG A D I R EC T A I R C A R R I E R ” (14 C F R 2 95. 5(B ) ). ( 3 ) A P E RS O N E NG A G I NG I N A I R T R A N S P O R TAT IO N “ D I R EC T LY ” ( A /K/A A D I R EC T A I R C A R R I E R O R D A C ) I S T H E O P E R AT O R O F T H E A I R P L A N E , W H E R E A S T H E P E RS O N HO LD I NG O U T O R O T H E R W I S E E NG A G I NG I N A I R T R A N S P O R TAT IO N “ I N D I R EC T LY ” ( A /K/A A N I N D I R EC T A I R C A R R I E R O R I A C ) I S NO T T H E O P E R AT O R O F T H E A I R P L A N E . T H E S TAT U T O R Y D E F I N I T IO N S O F “ O P E R AT E A I RC R A F T ” A N D “ O P E R AT IO N O F A I RC R A F T ” A R E B RO A D E NO UG H T O I NC L U D E A P E RS O N “ C A U S I NG O R A U T HO R IZI NG T H E O P E R AT IO N O F A I RC R A F T W I T H O R W I T HO U T T H E R IG H T O F LEG A L C O N T RO L O F T H E A I RC R A F T ” (4 9 U . S . C 4 0 10 2( A )( 35 ) ). T H U S , I T I S I M P O R TA N T T H AT W H E E L S U P H A S NO C O N T RO L O V E R T H E A C T U A L O P E R AT IO N O F T H E A I RC R A F T S O T H AT W H E E L S U P I S NO T V I E W E D A S A N A I RC R A F T O P E R AT O R O R C O - O P E R AT O R .W HE E L S U P 3
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O U R M I S S IO N A N D V I S IO N WE C O NNE C TF L Y E RS T OP R I V A T EA I RC R A F T — A ND O NE A N O T HE R — T OD EL I V ER E X C EP T I O NA L , P E RS O N A LIZE DE XP E R I E NC E S . A N DW E ’ R EB U I LD I NG A N INN O V A T I V E M A R K E T PL A CE T ODO S OA TS C A LE . W HE E L S U P 4 |
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W ORL D - CL A S S T E AM W I T H D I V E RS E E XP E R I E NC E AC RO S S AV I AT IO N , T EC H NO LOGY, LU X U RY A N D B R A N D I NG K E N N Y DI C H T E R FO U N DE R & C H I E F E XEC U T I V E OF F I C E R E R I C J A C OB S C H I EF F I NA N C IA L O F F I C ER R AV I T H AK R AN C H AI RM AN & C H I E F E XEC U T I V E OF F I C E R NASDAQ: TRAK LT G E N T H OM A S B E R G E S ON C H I E F OP E R AT I N G OF F I C E R J A S ON H OR O W I T Z C H I E F B U S I N E S S OF F I C E R L E E APPL B A U M C H I E F M A R K E T I N G OF F I C E R M A R K B E DI N G H AM V I C E C H AI RM AN L IS A M YE R S P RE SI D E N T NYSE: SFXE NASDAQ: CKXE NYSE: KO W HE E L S U P 5 |
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W H E E L S U P I S D EMOC R AT IZI NG P R I VAT E AVI AT I ON W I T H A N E X T - G E N E R AT IO N , T EC H NO LOG Y-DR I VE N P L AT FOR M , M A KI NG I T A C C E S S I B L E FOR M I LLIO N S O F C O N S UM E RS . W HE E L S U P 6 |
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W H E E L S U P CONN ECT S F LY E RS TO P R I VAT E A I R CR A F T – A N D ONE A N OT H E R D E LI V E R I NG E XC E PT IO N A L , P E RSO N A LIZE D E XP E R I E NC E S P OW E R I NG A M A R KE T P L AC E W I T H ... ...M I LLIO N S O F CO N S UM E RS .. .T E N S O F T HO U S A N D S O F A I RC R A F T W HE E L S U P 7 |
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M A RKET L E A D E R W I T H CO N S I ST E N T T R AC K R ECO R D O F G ROW T H A N D I N NOVAT IO N 2,137 #1 3x FLIGHTS FLOWN COMPARED TO CLOSE ST COMPE TITOR (2 ) B LU E C HIP I N V E ST O RS & PA RT N E R S : T O T A L R E V E N U E ($ M M ) 332 385 690 912 1,140 1,407 2020 TOP FLIGHT AWARD WINNER(3) ~11K A C T IVE U S E R S ~ 150K PA S SENGER S FLOWN (4) ~1,500 WHEEL S UP AND PAR TNER AIRCR AF T 87 NE T PROMOTER SC ORE (5) 2018A 2019A 2020E2021E 2022E2023E2024E2025E N OT E S : 1. B A S E D O N T OTA L F LIG H T S F LOW N I N 2 0 2 0; U. S . A RGU S T R AQ PA K A S O F D EC EM B E R 2 0 2 0 2 . PA RT 1 35 O N - D EM A N D P ROG R AMS I N U. S . A RGU S T R AQ PA K ; A S O F D EC EM B E R 2 0 2 0 3 . 2 0 2 0 W I N N E R F O R C H A RT E R/F R ACT IO N A L/J E T C A R D I N NOVAT IO N AV I AT IO N I N T E R N AT IO N A L N E W S ( A I N ) 4 . M EM B E RS A N D LEG AC Y D PJ J E T C A R D HO LD E RS P LU S U N IQ U E NO N -M EM B E R U S E RS G E N E R AT I NG F LIG H T R E V E N U E I N T H E R E P O RT I NG P E R IO D A S O F 2 0 2 0A ; PA S S E NG E RS F LOW N D U R I NG 2 0 2 0 5. R E P R E S E N T S F LIG H T E XP E R I E NC E O N LY W HE E L S U P 8 |
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FOU N DED TO DIS RUPT T H E $30BN P R I VAT E AV I AT I ON I N D U ST RY W HE E L S U P 9 |
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I M P ORTA N T ST R AT EGI C T R A N S ACT I ONS H AV E T R A N S FORM E D W H E E L S U P KE Y ACQ U I S I T IO N S A N D PA RT N E RS H I P S H AV E FU RT H E R E N H A NC E D O U R VA LU E P RO P O S I T IO N A N D B RO A D E N E D O U R O P E R AT IO N S N OT E S : 1. M E A S U R E D BY F Y2 0 19 R E V E N U E , C A P I TA L IQW HE E L S U P 10 |
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DEMOCR AT IZAT I ON OF P R I VAT E AV I AT I ON W I L L U N LO CK A N E V E N L A R G E R TAM U . S . AD D R E S S ABL E M AR K E T W H E E L S U P E XP A N D S T H E M A R KE T O P P O R T U N I T Y T H RO UG H D EMOC R A T IZ A T IO N +$2 9B n 2 025 D EMOC R A T IZE D T AM ~ $8 0B n ( 3 )( 4 )( 5 ) 0. 1 0 .91 .9 1 7. 9 +$2 0B n C U RRE N T D EMOC R A T IZE D T AM $50MM $10-50MM $5-10MM $1-5MM ~ $5 1B n ( 3 )( 4 )( 5 )C U R R E N T E S T I M A T E D # O F U . S . I N D I V I D U A L S B Y N E T W OR T H ( 7 ) (M M ) C U RRE N T P RI V A T E A V I A T IO N M A R KE T $3 1B n (2 ) W H E E L S U P T O D A Y ~ $690M M ( 1) 4 ,1 3 9 7, 2 5 2 1 1 , 888 6 8 , 25 2 A C C E S S T O $1-10MM NE T W OR T H P OP U L A T I ON A C C E S S T O C ORP OR A T I ON S W I T H $20-10 0MM L T M RE V E NU E IN C RE A S E D P E NE T R A T I ON OF P RI V A T E F L Y IN G F R OM ~ 6% T O ~ 8% (6 ) $1,000MM+$250-1,000MM$100-250MM$20-100MM C U R R E N T E S T I M A T E D # O F U . S . C O R P O R A T IO N S B Y R E V E N U E (8 ) N OT E S : 1. R E P R E S E N T S 2 0 2 0E R E V E N U E 2 . U. S . PA S S E NG E R C H A RT E R M A R KE T P E R I B I S ; U. S . F R ACT IO N A L OW N E RS H I P M A R KE T P E R M AG N A R E S E A RC H ; U. S . W HO LE A I RC R A F T OW N E RS H I P M A R KE T B A S E D O N G AM A G LO B A L T U R BO P RO P A N D T U R BOJ E T D E LI V E RY VA LU E , A S S UM I NG 66% A P P LI E S T O U. S . A N D 8 0% I S F O R P R I VAT E PA RT 9 1 U S E P E R WA LL ST R E E T R E S E A RC H A N D G AM A 3 . A S S UM E D LE V E L S O F P R I VAT E F LY I NG S P E N D: I N D I V I D UA L S W I T H N E T W O RT H O F $1 -5M M S P E N D ~ $1 1K P E R Y E A R , $5 -10M M S P E N D ~ $5 0 -6 0K , $10 -5 0M M S P E N D ~ $1 8 0 -2 05K A N D $5 0M M+ S P E N D ~ $2 8 0 -3 2 0K AC RO S S A LL P R I VAT E F LY I NG S P E N D 4 . A S S UM E D LE V E L S O F P R I VAT E F LY I NG S P E N D: CO R P O R AT IO N S W I T H LT M R E V E N U E O F $2 0 -100M M S P E N D ~ $1 30 -1 6 0K P E R Y E A R , $100 -2 5 0M M S P E N D ~ $1 8 0 -2 30K , $2 5 0 -1,000M M S P E N D ~ $1 8 0 -2 30K A N D $1,000M M+ S P E N D ~ $6 10 -7 6 5K AC RO S S A LL P R I VAT E F LY I NG S P E N D 5. A S S UM E D LE V E L S O F P R I VAT E F LY I NG P E N E T R AT IO N : 5% O F I N D I V I D UA L S W I T H N E T W O RT H O F $1 -5M M F LY P R I VAT E , I NC R E A S I NG T O 7 % BY 2 0 2 5; 7.5% O F $5 -10M M CO HO RT F LY P R I VAT E , I NC R E A S I NG T O 9 .5%; 10% O F $10 -5 0M M CO HO RT F LY P R I VAT E , I NC R E A S I NG T O 1 2 %; 10% O F $5 0M M+ CO HO RT F LY P R I VAT E , I NC R E A S I NG T O 1 2 %; 100% O F CO R P O R AT IO N S I NC LU D E D I N TAM A N A LY S I S 6. W E IG H T E D AV E R AG E P E N E T R AT IO N R AT E B A S E D O N S IZE O F P O P U L AT IO N 7. N UM B E R O F H IG H N E T W O RT H I N D I V I D UA L S P E R E U ROMO N I T O R A N D C R E D I T S U I S S E R E S E A RC H I N ST I T U T E (2 0 19) 8 . CO R P O R AT IO N S I N T H E U. S . BY LT M R E V E N U E P E R C A P I TA L IQ (2 0 2 0) W HE E L S U P 11 |
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S I G N I F I C A N T TA I LW I N DS U N DER P I N P R I VAT E AV I AT I ON M A R K E T G RO W T H I N E XP E R I E NC E EC O NOM Y E XP E RIE N C E S A C C O U N T F OR O V E R 65% OF DI SC RE T I ONA R Y S P E NDIN G (1 ) C ON S UME R S A C R OS S A LL A GE GR O U P S A ND IN C OME B R A C K E T S RE P OR T T HE Y MI S S T R A V E LIN G MORE T HA N A NY T HIN G E L S E (2 ) S H A R E D EC O NOM Y W I LL I NC R E A S E A S S E T U T I LIZ A T IO N A V E R A GE P RI V A T E P L A NE T OD A Y S I T S IDLE 9 7 % OF T HE T IME (3 ) U N D ER P EN E T R A T ED O P P O R T U N I T Y E S T IMA T E D ~ 9 0% OF P E OP LE W H O C A N A F F ORD T O F L Y P RI V A T E L Y D ON ’ T (4 ) F OC U S O N W E LLN E S S O V E R C O S T C O V ID -1 9 IN C RE A S IN GL Y V A LID A T IN G P RI V A T E T R A V E L E XP E N S E A S “S MA R T ” OR “ NE C E S S A R Y ” B Y INDI V ID U A L S A ND B US INE S S E S W I T H E MP HA S I S ON F A MIL Y A ND E XP E RIE N C E S , T IME I S T HE GRE A T E S T C OMMODI T Y N OT E S : 1.WA LL ST R E E T R E S E A RC H 2 . BO ST O N CO N S U LT I NG G RO U P 3 . B A S E D O N 2 0 19 E ST I M AT E D HO U RS F LOW N A N D A I RC R A F T P O P U L AT IO N S IZE P E R FA A ; R E ST R ICT E D T O F I XE D W I NG T U R BO P RO P A N D T U R BOJ E T A I RC R A F T I N U S E F O R G E N E R A L AV I AT IO N A N D PA RT 1 35 O N - D EM A N D F LY I NG 4 .M c KI N S E Y A S O F M AY 15, 2 0 2 0W HE E L S U P 12 |
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C U R R E N T P R I VAT E AV I AT I ON I N D U ST RY P R I M E D FOR DI S RU PT I ON W H E E L S U P H A S B U I LT T H E P L AT F O R M A N D T EC H NO LOGY T O R E V O LU T IO N IZE P R I VAT E AV I AT IO N O P E R A T O R M A R KE T I S H IG H L Y F R A G M E N T E D T OP 10 OP E R A T OR S C ON T R OL ONL Y 8% OF IND US T R Y C A P A C I T Y (1 ) 1 , 80 0+ OP E R A T OR S C ON T R OL F E W E R T HA N 10 A IR C R A F T (2 ) LEG A C Y T EC H NO L OG Y C A N NO T F A C I LI T A T E O P T I M IZ A T IO N E -C O MME R C E T R A N SPO R T HI S T ORI C A LL Y , A NA L O G B O OK IN G P R O C E S S W I T H 20+ T O U C H P OIN T S M A N A G I NG F LE E T / O P E R A T IO N S I S C OM P LE X IN V E N T OR Y C ON S T A N T L Y IN MO T I ON C RE W IN MO T I ON A ND D U T Y T IME I S RE G U L A T E D S U P P L Y A N D D EM A N D A R E NO T C O N N EC T E D C O NT E NT H OT E L S L O DG I NG R E S TA U R A N T S E XP E N S I V E A ND A NA L O G B R OK E R NE T W ORK O P P O R T U N I T YT OO P T I M IZE A S S E T U T I LIZ A T IO N F O R O P E R A T O RS A N D I NC R E A S EA C C E S S I B I LI T YF O RC U S T OM E RS P R I V A T E A VI A T I ON AU T O N OT E S : 1. I N D U ST RY C A PAC I T Y I NC LU D E S 1 3K+ PA RT 9 1 G E N E R A L AV I AT IO N T U R BO P RO P A N D T U R BOJ E T A I RC R A F T I N A D D I T IO N T O ~ 5K PA RT 1 35 T U R BO P RO P A N D T U R BOJ E T A I RC R A F T CO N T RO LLE D BY O P E R AT O RS 2 . FA A D ATA W HE E L S U P 13 |
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U N I Q U E LY P OS I T I ONE D A S A S I G N I F I C A N T TOTA L P R I VAT E AV I AT I ON SOLU T I ON G EN ER A T E S S IG N I F IC A N T D E M A N D E V EN T S A N D E X P ER I ENC E S L U X U R Y P A R TN ER S H I PS TH I R D P A R T Y A N D MA N A G EDO W N ED F L EE T F LE E T O P T I M IZE S F R A G M EN T ED SU PPL Y AM B A S S AD O R PR O G R A M BR AN D WH EEL S U P P L A T FOR M FL E E T AI R C R AF T L OG I S TIC S E F F IC I E N T L Y A N D P O WER F U L L Y M A T CH E S SU PPL Y A N D D EM A N D W H EEL S U P DIG I T A L P L A TF OR M S OP TI M IZER A N D D A T A ENG I N E S PR O PR I E T A R Y T EC H NO L OG Y S E R V I CE C RE W MA I N TEN A NC E F I X ED B A S E OP ER A T OR S (F BO) O RG A N IZE S C OM P LE XI T Y A CR OS S EC O S Y S T EM A S S E T - R IG H T , T EC H - P O W E R E D P L A T F O R M O P T I M IZE S P R I V A T E A V I A T IO N E XP A N D I NG C U S T OM E R A C C E S S I B I LI T Y A N D C R E A T I NG A S IG N I F IC A N T MO A T |
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W E H AV E B U I LT A T RUST E D A N D I CONI C L I F E ST Y L E B R A N D... B U I LD I NG T H E B R A N D T H RO UG H T R A D I T IO N A L A N D D IG I TA L M E D I A , U N IQ U E E XP E R I E NC E S , B R A N D ACT I VAT IO N S A N D E V E N T S U NI Q U E 10 0+ A MB A S S A D OR P R O GR A M W I T H B R O A D SO C IA L RE A C H T RUS T E D Largest on-demand safety vetted and verified fleet with best-in-class safety standards R E S P EC TE D Flown by business travelers and senior executives who value efficiency, security and reliability S ER ENA WI L L IA M S 1 2 . 7M M+ 6. 4M M+ 10.8M M+ T OM B R A DY 7.8M M+ 4 . 6M M+ 1.3M M+ CI A R A W I LS O N 2 6.8M M+ 1 3M M+ 1 1. 5M M+ RE LE VA N T (1 ) 6MM+ website visits 11MM+ website page views #1 searched brand in private aviation IN C L US I V E D+I commitment, with focus on African American, Latino, Women and LGBTQ+ consumers and businesses RU S S E LL W I L S O N 4 . 9M M+ 2 . 1M M+ 5. 5M M+ J. J. WAT T 4M M+ 1. 9M M+ 5. 5M M+ A LE X RO D R IGU E Z 3 . 9M M+ 1.8M M+ 1. 2M M+ INN O VAT I V E Brand integrations and appearances on highly popular TV shows e.g., HBO Curb Your Enthusiasm, SHOWTIME Billions, ESPN College GameDay C A RIN G 50MM meals donated in 2020 with Feeding America; Partnerships with TAPS, American Heart Association, breast cancer and ovarian cancer awareness initiatives T HOM A S KE LLE R 6 2 2K+ 1 7 9K+ 695K+ S C OT T VA N P E LT 2M M+ J O E Y LOG A NO 2 00K+ 185 K + 5 00K+ N OT E S : 1. GOOG LE A N A LY T IC S , J A N UA RY 1, 2 0 1 3 – J A N UA RY 5, 2 0 2 1 W HE E L S U P 15 |
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...CONS I ST E N T LY DEL I V E R I N G AMA ZIN G E XPE R I E N CE S I N T H E A I R A N D ON T H E G R O U N D E NG E N D E R I NG CU ST OM E R LOYA LT Y A N D D R I V I NG R E T E N T IO N 89.6% T R AV E L PA R T N E R B EN EFI T S CONC IE R GE E XPERIENCES ME ASURED IN TIME WELL SPENT |
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COM P R E H E N S I V E SOLU T I ON DR I V I N G R A P I D LY G R OW I N G , I N T E N S E LY LOYA L M E M B E R B A S E W H E E L S U P M EM B E R B A S E ( 1)R A P I D LY G ROW I NG M EM B E RS H I P B A S E ... 9,181 2020A MEMBER S +44% 2014 –2020 C AGR B U S INE S SCO R EC O NNE C T ... A N D H IG H R E V E N U E V I S I B I LI T Y T H RO UG H B LOC K S A LE S $530MM 2020A BLO CK S (2 ) 40% OF MEMBER S PURCHA SED A BLOCK IN 2020 N OT E : 1. B U S I N E S S M EM B E RS PAY A $2 9,5 00 I N I T I AT IO N F E E A N D $14 ,5 00 I N A N N UA L D U E S STA RT I NG I N Y E A R 2 A N D R EC E I V E 6 AU T HO R IZE D LE A D PA S S E NG E RS , GUA R A N T E E D ACC E S S T O T H E KI NG A I R 35 0I A N D A LL C A B I N C L A S S O F F E R I NG S A N D T H E FU LL S U I T E O F M EM B E R B E N E F I T S A N D PA RT N E R O F F E R I NG S ; CO R E M EM B E RS PAY A $1 7,5 00 I N I T I AT IO N F E E A N D $8 ,5 00 I N A N N UA L D U E S STA RT I NG I N Y E A R 2 A N D R EC E I V E 4 AU T HO R IZE D LE A D PA S S E NG E RS , GUA R A N T E E D ACC E S S T O T H E KI NG A I R 35 0I A N D A LL C A B I N C L A S S O F F E R I NG S A N D T H E FU LL S U I T E O F M EM B E R B E N E F I T S A N D PA RT N E R O F F E R I NG S ; CO N N ECT M EM B E RS PAY A $2 ,9 95 I N I T I AT IO N F E E A N D $2 ,4 95 I N A N N UA L D U E S STA RT I NG I N Y E A R 2 A N D R EC E I V E 2 AU T HO R IZE D LE A D PA S S E NG E RS , ACC E S S T O A LL AVA I L A B LE A I RC R A F T A N D S E LECT M EM B E R B E N E F I T S A N D PA RT N E R O F F E R I NG S 2 . B LOC K S A R E DO LL A R D E NOM I N AT E D P R E - PA I D F LIG H T FU N D S T H AT C A N B E U T I LIZE D T O PAY F O R F LIG H T S A N D, I N C E RTA I N C A S E S , CO ST S A NC I LL A RY T H E R E T O. P U RC H A S E O F A B LOC K G I V E S M EM B E RS A P R E F E R E N T I A L RU LE S E T, I NC LU D I NG G R E AT E R A I RC R A F T GUA R A N T E E S A N D C E RTA I N C A P P E D R AT E P R IC I NG , AMO NG OT H E R P R E F E R E NC E S W HE E L S U P 1 7 |
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OPE N I N G T H E A P E RT U R E TO A N E XPA N S I V E B A S E OF N ON-M E M B E RS 15 0K PA S S E NG E RS F LOW N I N 2 0 2 0, G ROW I NG T O 5 00K+ BY 2 0 2 5 APP E XPANDS THE ADDRE S S ABLE MARKE T AND FUR THER DEMO CR ATIZE S PRIVATE AVIATION NON-MEMBER S WITH DOWNLOADED APP A P P DO W N LO A D S NON-MEMBER S WHO FLY WITH WHEEL S UP O N - D EM A N D U S E RS (NO N - M EM B E RS ) BUILDS A L ARGER BA SE OF CUSTOMER S 9,000+ MEMBER S WH EEL S U P M EM B E RS APP ENABLE S USER-FRIENDLY, SIMPLE SE ARCH-BO OK-FLY E XPERIENCE |
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W H E E L S U P OFF E RS T H E I N D U ST RY ’ S L A R G E ST, MOST DIV E RSE F L E E T A S S E T-R IG H T M I X O F A I RC R A F T S U P P O RT S FU LF I LL M E N T O F SC A LI NG D EM A N D O W NE D / LE A S E D MA NA GE DT HIRD P A R T Y NE T W ORK Q U A LI T Y C ON T R OL Safety Vetted and Verified Aircraft to ensure consistency of experience across fleet type ~170 AI RC R AF T Controlled fleet of leased and ~160 AI RC R AF T Aircraft owners pay monthly ~1,200+ AI RC R AF T Leveraging network of third party R OB US T S U P P LY Over 20,000 aircraft in the U.S., utilized only 3% of the time, provide (1)(2) owned aircraft offer exclusive access for Wheels Up customers management fee to Wheels Up and make aircraft available to fulfill Wheels Up member and customer flights operators allows for asset-light scaling of available aircraft to meet rapidly growing demand ample supply for growth E XPA N D I NG N E T W O R K S C A LE W I T H A N A S S E T - R IG H T A P P RO A C H N OT E : 1. FA A 2 0 19 G E N E R A L AV I AT IO N S U R V E Y ; B A S E D O N ACT I V E T U R BO P RO P A N D T U R BOJ E T A I RC R A F T U S E D P R I M A R I LY F O R P E RSO N A L , B U S I N E S S A N D O N - D EM A N D A I R TA XI S E R V IC E 2 . B A S E D O N 2 0 19 E ST I M AT E D HO U RS F LOW N A N D A I RC R A F T P O P U L AT IO N S IZE P E R FA A ; R E ST R ICT E D T O F I XE D W I NG T U R BO P RO P A N D T U R BOJ E T A I RC R A F T I N U S E F O R G E N E R A L AV I AT IO N A N D PA RT 1 35 O N - D EM A N D F LY I NGW HE E L S U P 19 |
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AV I A N I S F L I G H T M A N AG E M E N T SY ST E M R E V OLU T I ONIZES OPE R ATORS’ B U S I N E S S E S IN V E N T OR YS A F E T Y V E T T IN G F MS T EC H NO LOGY I N T EG R AT E S W I T H E XI ST I NG W H E E L S U P T EC H NO LOGY T O O PT I M IZE F LE E T, I NC R E A S I NG U T I LI T Y CRITIC AL OPER ATING S YSTEM F OR PRIVATE AVIATION INDUSTR Y F LI GH T P L A NNIN G / T R A C K IN G T RIP S E R V I C E S CLOUD-BA SED, E A S Y TO USE , POWERFUL DYNAMIC PRICING ENGINE HIGHLY GR ANUL AR INVENTOR Y MANAGEMENT S YSTEM “HIGH FIDELIT Y ” UNDER STANDING OF WHAT IS BOOK ABLE P R IC I NG / S E T T LE ME N TIN T E RNAT I ONA L T RIP S U P P OR T DIGITAL PL ATF ORM TO CO ORDINATE CRE W, C ATERER S, OPER ATOR S, E TC . OP I T MI Z AT I ON E N GINE B US INE S S IN T E LLI GE N C E / A NA LY T I C S W HE E L S U P 2 0 |
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THE NEW WHEELS UP APP INTUITIVE, POWERFUL TOOL FOR MANAGING THE CUSTOMER EXPERIENCE -----. $4.695 Flight Information I SEARCH For ....b.ook.-.g your flog"< 350i Wheels Up Program Fleet Oy1\an"'ICa'ty pnced ..,oafl ,.•.,.a-. *ihfifiiil.[.t,J+ Teterboro.NJ fCTtB T Airport £s.t. 4$SM.non $\op &t 'Q.s&Pt.ll 0 NantuckeMl A lead Passenger Information News & Updates Cessna CttahonExcelor s rru...tt $9.234 Mark Etong Mar< EtongOWUPFlVC0'-1 (555) 321 - 1234 Passengers / :-·"-•:---CO N TI H UI SEARCH FEASIBILITY AVAILABILITY PRICING REAL-TIME BOOKING WHEELS UP 21 |
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W H E E L S U P P R OPR I E TA RY A LGORI T H MS A N D D ATA E N G I N E S CR E AT E A DEE P MOAT D A T A L AY E RPR O PR I E T A R Y PL A T F O R M C R E A T I NG B E N E F I T S F O R M A R K E T PL A CE P A R T I CI P A N T S B E HA VIOR A L D A T A CU ST OME R D A T A AP P S E AR C H DA T A S E A SONA L T RE NDS T R A N S A C T ION D A T A W H E E L S U P P RO P R I E T A R Y A L GO R I T H M S A N D D A T A A N A L Y T IC S E NG I N E S F OR OP E R A T OR S •IMP R O VE A S S E T U T ILI Z AT ION •MORE COMP E T IT IVE DYNA MIC P RICING •BE T T E R A IR CR A F T AVA IL A BILIT Y •RIGHT A IR CR A F T F OR T HE MI S S ION C RE W A V A IL A B ILIT Y A IR C R A F T S P E C IF IC D A T A F LIGHT SCHEDULES AIRCRAF T AVAIL ABILIT Y & MAINTENANCE P RIC ING D A T A IT INE R A R Y D A T A T HIRD P A R T Y INT E GR A T ION F O R F L Y ER S •BE T T E R P RICING • MORE CON S I ST E NT S E R VICE •GRE AT E R CHOICE S •E A SI ER TO T R A NS A C T DE MA ND SUP P L Y MA RKE T P L A C E W HE E L S U P 2 2 |
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W H E E L S U P M A R K E T P L ACE DRI V E S P OW E R FUL N E T W ORK E F F ECT S W H E E L S U P P RO V I D E S E X C EP T I O NA L C US T O M ER E X PE R I E N CE S E N A B LE S W H E E L S U P T O R E IN V E S T IN T HE B U S INE S S D R I V E S MO R E C U S T OM E RS / S C A LE •I NC R E A S E S R E T E N T IO N • C A P T U R E S MO R E S P E N D P ER C US T O M ER • A C C EL ER A T E S WH EEL S U P G RO W T H F O R F L Y E RS , D R I V E S : •B E T T E R P R IC I NG • G R E A T E R C HO IC E S •MO R E C O N S I S T E N T S E R V IC E •E A S E O F T R A N S A C T I NG FOR OP E R A T OR S , DR I VE S : •I M P RO V E D A S S E T U T I LIZ A T IO N A N D E F F IC I E NC Y •MO R E P RO F I T S D R I V E S MO R E A I RC R A F T / S C A LE W HE E L S U P 2 3 |
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LONG RUN WAY S OF G R OW T H FOR W H E E L S U P FU E L T H E M A R K E T PL A CE F L YWH EEL E X P A N D G L O B A L LY P L A T FOR M A D J A CE N CI E S A T T R A C T MORE C US T OME R S A ND T HIRD P A R T Y OP E R A T OR S T O C ON T INU E T O GR O W T HE W HE E L S U P MA RK E T P L A C E A ND DRI V E OR G A NI C GR O W T H EU R O P E MIDDLE E A S T A S IA P A C IF I C SO U T H A ME RI C A L U X U R Y L OD GIN G A ND Y A C H T S E V E N T S / E XP E RIE N C E S C RE DI T C A RDS / F INA N C IA L S E R V I C E S C OLL A B OR A T I ON S/ P A R T NE R S HIP S W I T H A S P IR A T I ONA L A ND L U X U R Y B R A NDS $$ W HE E L S U P 24 |
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V I S I ONA RY T E AM W I T H P R OV E N OPE R AT I ONA L E XCE L L E N CE 100+ T EC H NO L OG I S T S W I T H S IG N I F IC A N T D A T A S C I E NC E T E AM 100+ S A LE S O RG A N IZ A T IO N 1, 000+ B E S T - I N - C L A S S P I L O T S W HE E L S U P 2 5 |
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S U P P ORT E D BY A DEE P A N D E XPE R I E N CE D BO A R D B O A RD DIRE C T OR S K E NNY DI C H T E R D A V ID J . A DE L MA N T IM J . A RM S T R ON G C HIH T . C HE U N G A L A N G OLDF A RB E RI C P HILLIP S B RIA N J . R A DE C K IE RIK S NE LL B O A RD OB S E R V E R S B ILL B OI S T U RE E DI T H C O OP E R R OB E R T F . ME HME L A DM MI C HA E L G . M U LLE N JOE P O U LIN S US A N SC HUMA N W HE E L S U P 2 6 |
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F I NA N C IA L A N D O P E R AT IO N A L O VE R VI E W LE V E R A G I NG D E E P, O P E R AT IO N A L E XP E R T I S E T O D R I V E O U R T EC H NO LOG Y-E N A B LE D A D VA N TA G E |
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ACTIVE USERS m 38%CAGR 16,857 REVENUE ::;·,-":· CONTRIBUTION (IJ 4,664 5,787 10,995 12,853 36% CAGR 51,140 43%CAGR$206 $144 $104 $68 NQTE: Margin(%)11.5% 9.8% 13.0% 15.8% 18.1% I. SH •oEFINfTfONS OF KEY METRICS AND NON-GAAP FINANCIAL MEASURES• AND "RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES SECHONS HEREIN FOR AN EXPLANATION AND RECONC/UATIONS OF NON-GAAP FINANCfAL MEASURES USED THROUGHOUT THIS PRESEIHATION 2. 2H 2020E RlJN-RATE REPRESENTS ANNUAUZED FJNAIIICIALS BASED ON SECOND HALF 2020 ACTUAL AND ESTlMATED NON+AUDHED RESULTS |
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2017A (1>2020E (1>2025E (1> Asset Light: -15% Asset Light: -45% Asset Light: -55% •OWNED I LEASEDJrd PARTY FLEET•OWNED I LEASED •MANAGED3rd PARTY FLEET•OWNED I LEASED•MANAGED3rd PARTY FLEET 1Controlled Fleet2Managed and 3rd Party Fleet3 I Optimized Marketplace Leveraging the King Air fleet to build a brand and membership model in the underserved private aviation market Expansion of asset light offering,which provides consumers with unparalleled choice and flexibility across all aircraft types Optimizing supply and demand to create marketplace network effects,driving revenue and profitability growth NOTE: I. DATA REFLECTS RATIO OF FLIGHT HOURS ACROSS OWNED I LEASED, MANAGED AND 1RD PARTY FLEET. 2011A REFLECTS ACTUAL DATA. 2020£ AND 2025£ REFLECT ESTIMATES |
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ASSET LIGHT OWNED I LEASED FLIGHT REVENUE>30% MANAGED FLIGHT REVENUE15-FLIGHT REVENUE15-VARIABLE COSTS Target Flight Margin [1)25% 20% FIXED COSTS Increase live flight legs (1) Improve dynamic pricing and flight selection Target Flight Margin (1) Improve dynamic pricing and integration with Avianis Target higher margin aircraft in more geographically desirable locations arg t 1 htm Improve dynamic pricing Further integration with operators 1c-n(fJfi) 0:> (....) w ...J Improve aircraft efficiency (l) Increase utility (1) Transition to in-house maintenance Increase scale to drive operating leverage Optimize aircraft management contracts and network effects Optimize network effects and guaranteed rate programs (GRPs) Legend: Revenue Costs NOTE: I. SH "DfFINJTIONS OF KEY METRICS AND NON-GAAP FIIIIANC/Al MEASURESAND RfCDNCIUATIDNS OF NON-GAAP FIIIIANC/Al MEASURESN SECHONS HERE/Ill FOR Alii EXPLANATION AND RECDNCIUATIONS OF NO/ti 4 6AAP FINANCIAL MEASURES USED THRDUGHOUf fHIS PRESENTATION |
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LEADING TO SIGNIFICANT IMPROVEMENT IN UNIT ECONOMICS OVER TIME WHEELS UP MARKETPLACE+ AVIANIS MARGIN IMPROVEMENT LEVERS • NETWORK OPTIMIZATION • AGGREGATE AND UNLOCK NEW DEMAND • OPTIMIZE MATCHING OF DEMAND AND SUPPLY AT SCALE • OPTIMIZE FOR PRICE ELASTICITY THROUGH DYNAMIC PRICING PROFITABILITY IMPROVEMENT Contribution (21 $105MM 13.0% Flight Margin (21 Improvement:+7.4% +2.9% - +3.1% +1.7% Contribution <21 $470MM 22.0% • DISTRIBUTE DEMAND OVER PEAK AND NON-PEAK DAYS • HIGH-FIDELITY VISIBILITY OF SUPPLY ADDITIONAL OPERATIONAL MARGIN IMPROVEMENT LEVERS • ACCELERATION OF IN-HOUSE MRO CAPABILITIES • TRANSCONTINENTAL PRODUCT Contribution (2l $68MM 9.8% +3.2% • EFFICIENCY(2lAND UTILITY (2lIMPROVEMENTS Contribution Margin (2020E)(I' AdjustmentlorContribution Margin('1 Controlled Fleet COVID-19 and Other(2H 2020E Run Rate)('1Margin Managed Fleet Margin 3rd Party Flight Margin Other Margin Improvement Contribution Margin 121 (2025E) lmpacts(11 Improvement Improvement Improvement NOTE: NUMBERS MAY NOT SlJM DUE TO RDlJNDIIIIG I. OTHER IMPACTS INCLUDE HON-GHPADJUSTMENTS FOR INTEGRATION OF ACQUISITIONS AND OPERATIONAL EFFICIENCIES 2. SEE "DEFINfTfONS DF lrfY METRICS AND NON-GAAP FINANC/At MEASURES• AND "RECONCILIATIONS OF NON-GAAP FINANCIAl MEASURES SECTIONS HEREIN FOR AN EXPLANATION AND RECONCIUATIDNS OF NON-GAAP F INANCIAL MEASURES USED THROUGHO U T THIS PRESENTATION 3. 2H 2020E RlJJV-RATE IS REPRESENTS ANNUALIZED FlHANCIALS BASED ON SECOND HALF 2tl20 ACr.IJAl AND ESTIMATED IIION-AUD!TfD RESULTS WHEELS UP 32 |
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TOTAL MEMBERS (IJ CORE MEMBER UNIT ECONOMICS (21 21%CAGR23,521 19,633 16,174 CUMULATIVE REVENUE (3J MARKETING EFFICIENCY m $300k30% $250k25% S200k20% 13,082 V-L-l 10,807 $150k 40%CAGR15% 1:9,181 4,664I S100k10% SDk• • II II0% 2018A2019A2020A 2021E2022E 2023E 2024E 2025E Year1Year2Year3Year4Year s2015 2016 2017201820192020 •Core 1 1•Connect• MembershipFlightAdjusted for COVID-19 impact 1 1 ' '-S&M Spend as a % of Flight + Membership Revenue IIIOT£· I. SEE 'DEFINITIONS OF KEY METRICS AND NDN·GAAP FINANCI AL MEASURES ' AND 'RECONCILIATIONS OF NON·GAAP FINANCI AL MEASURE S ' SECTIO NS H ERE IN F OR AN E X PLANATIO N AND RECO NCILIATIO N S Of NDN-G AAP FINANC I AL MEASURES U SED THROUGHO UT T H IS P R E SENTATION 2. REFLECTS BOTH INDIVIDUAi AND CORPORATE MEMBERS 3. REfLECTS AVERAGE MEMBER'S CUM1JLATIVE fLIGHT AND MEMBERSHIP SPEND OV ER 5 YEARS SINCE THEIR J(}{H DATE, ADJ1JSTED FOR C OVID-/ 9 / MPAC T 4. COVID-19/MP A CT EXCLUDES 2020 RESULTS FROM THE AVERAGE CALCULATIONWHEELS UP 33 |
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($MM,excluding users,members and flight legs) NOr£· I. SH "DfFINJTIONS OF KEY METRICS AND NON-GAAP FIIIIANC/Al MEASURESAND RfCDNCIUATIDNS OF NON-GAAP FIIIIANC/Al MEASURESN SECHONS HERE/Ill FOR Alii EXPLANATION AND RECDNCIUATIONS OF NO/ti 4 6AAP FINANCIAL MEASURES USED T HRDUGHO U f fHIS PRESENTATION WHEELS UP 34 |
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TR A N S A C TI O N O VE R VI E W |
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Pro Forma Valuation (SMM) Illustrative Share Price$10.00 X Pro Forma Shares Outstanding (mm) (3l 273.5 Pro Forma Equity Value $2,735 Pro Forma Net Debt I (Cash) <4l - (644) Implied Enterprise Value s 2,091 Enterprise ValueI2022£ Revenue (SU40mm) 1.Bx • Private placement amount of $550mm • Current owners will retain 68.9% ownership at close Seller earnout of 9mm shares, split evenly into 3 tranches vesting at $12.50 I $15.00 I $17.50 • The transaction is expected to close in QJ 2021 3 Sources (SMM) SPAC Cash in Trust (2l $240 Proceeds from PIPE Raise 550 Existing Shareholder Rollover Equity 1,885 TotaISources s 2,675 Uses (SMM) Cash to PF Balance Sheet $750 Illustrative Transaction Expenses 40 Equity Purchase Price 1,885 TotalUses s 2,675 SPAC Shareholders 8.8% PIPE Investors 20.1% SPAC Sponsor 2.2% Wheels Up Shareholders 68.9% OTES: I. UUIMATE TRANSACTION STRUCTURE OF A LIMITED PURPOSE UP·C WfTH RESPECT TO THE CONHNUATfON OF THE EXISTING PROFITS INTE RESTS ONLY, WlrH NO T AX RECEIVABLES AG REEMENT 2. ASS MES NO REDEMPTIONS BY SPAC STOCKHOLDERS J. INCLUDES 24.0MM CiASS A SHARES OUTSTANDING, 6.0MM CLASS B SHARES OUrSTANO/NG, 55.0MM SHARES /SSUEO TO PIPE fNVESTORS ANO IB8.5MM ROUOVER SHARES fSSUED rO WHEElS UP EQUfTY H0£0ERS MEASURED AT CUJS/NG. EXCLUDES .OMM SHARE EARN01Jr TO WHHiS UP. EXCLUDES 01HSTANDING WARRANTS. EXCLUDES IMPACT Of MAHAGfr.tfHT EQUITY IHCEIIIT/Vf PLAN 4.ASS MES PRE·TRANHCT/ON NET DEBT OF 5106MM WHEELS UP 36 |
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44.0 %55.8 %45.1 %36.0 % Median: 28.7 %Median: (30.8)% 21.4 %13.5 % 110.0 % Median: 23.7 % 23.7 %16.1 % (47.8)% (11.2)%(30.8)%(34.7)% (24.2)% (55.3)% (10.6)% 34.7 % 51.9 % Median: 28.7 %Median: 8.4 %Median: 19.7 % 63.6 % 40.3 % 29.6 %27.7 % 37.1 % 19.5 % 9.4 % 18.8 % 8.4 %8.1 % 19.7 %18.9 % 5.1 % (4.9)% |
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Median: 21.3 %Median: 57.0 %Median: 41.6 % 77.3 % 87.6 % 68.9 % 18.1 % 42.7 % 27.3 %26.3 % 16.3 % 9.6 %8.4 % 57.0 %56.7 % 43.2 %41.6 % 26.6 % N/A(2) Median: 2.7 %Median: 4.7 %Median: 10.9 % 24.1 % 27.2 % 38.9 % 0.7 % 7.0 %4.6 %2.9 % 2.4 % (2.0)%(2.0)% 5.2 %4.7 %4.3 % 10.9 % 1.8 % NM(2) |
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Median: 2.3 xMedian: 4.2 xMedian: 7.1 x 1.8 x 4.2 x3.8 x 2.6 x2.1 x 1.3 x1.2 x 17.6 x 4.2 x3.5 x 8.6 x 7.1 x 4.4 x 6.5 x 3.2 x 7.2 x Median: 3.5 xMedian: 5.6 xMedian: 8.3 x 2.3 x 5.7 x 4.7 x4.6 x 2.4 x2.0 x 1.6 x 23.5 x 5.6 x 4.9 x 11.3 x 8.3 x 5.2 x 10.6 x 4.1 x 8.1 x |
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m Active Users:Members and legacy DPJ jet card holders as of the reporting date plus unique non-member users generating flight revenue in the reporting period.This metric excludes wholesale flight activity. Adjusted EBITDA: We define Adjusted EBITDA as net income (loss),excluding (i) interest income (expense),(ii) depreciation and amortization,(iii) equity-based compensation expense,(iv) acquisition and integration related expenses,(v) public company readiness related expenses and (vi) other items not indicative of our ongoing operating performance,including COVID-19 response initiatives. Adjusted EBITDA Margin: Calculated by dividing Adjusted EBITDA by total revenue. Blocks: Blocks are dollar denominated pre-paid flight funds that can be utilized to pay tor flights and,in certain cases,costs ancillary thereto. Purchase of a block gives members a preferential rule set, including greater aircraft guarantees and certain capped rate pricing,among other preferences. Contribution:We define Contribution as revenue less cost of revenue. Contribution Margin: Calculated by dividing Contribution by totalrevenue. Efficiency: The ratio of live flight hours to totalflight hours. Flight Margin:We define Flight Margin as flight revenue less direct flight costs,excluding flight operation headcount costs and aircraft depreciation divided by flight revenue. Live Flight Legs: Paid flight legs which excludes repositioning legs. Marketing Efficiency:Represents Sales & Marketing expense as a percentage of Flight and Membership revenue in the reporting period.Metrics shown include actual and estimated amounts. Members:The term Members collectively refers to any member (Core,Business,or Connect) who has generated membership revenue in the reporting period. Utility: The number of live hours per aircraft per month. WHEELS UP 45 |