2 unchanged sentences
Monocle Acquisition Corporation (“Monocle”) was initially formed as a Delaware corporation on August 20, 2018 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses.
−Removed: On December 22, 2020, (the “Closing Date”), Monocle consummated the previously announced business combination pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated September 8, 2020 (the “Merger Agreement”) by and among Monocle, AerSale Corporation (f/k/a Monocle Holdings Inc.), a Delaware corporation (the “Company”), AerSale Aviation, Inc.
+Added: On December 22, 2020, Monocle consummated the previously announced business combination pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated September 8, 2020 (the “Merger Agreement”) by and among Monocle, the Company, AerSale Aviation, Inc.
(f/k/a AerSale Corp.), a Delaware corporation (“AerSale Aviation”), Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), and Leonard Green & Partners, L.P., a Delaware limited partnership, solely in its capacity as the initial Holder Representative (as defined in the Merger Agreement).
−Removed: The transactions contemplated by the Merger Agreement are referred to herein as the “Merger” or the “Business Combination” and in connection therewith, Monocle merged with and into us, whereby we survived the merger and became the successor issuer to Monocle by operation of Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: The transactions contemplated by the Merger Agreement are referred to herein as the “Merger” or the “Business Combination” and in connection therewith, Monocle merged with and into us, whereby we survived the merger and became the successor issuer to Monocle by operation of Rule 12g-3 under the Exchange Act.
Upon the consummation of the Merger:
−Removed: (a) Merger Sub 1 was merged with and into Monocle, with Monocle surviving the merger as a wholly-owned direct subsidiary of the Company (the “First Merger”), and (b) Merger Sub 2 was merged with and into AerSale Aviation, with AerSale Aviation surviving the merger as a wholly-owned indirect subsidiary of the Company (the “Second Merger”).
−Removed: In connection with the closing of the Business Combination (the “Closing”), AerSale Aviation changed its name from “AerSale Corp.” to “AerSale Aviation, Inc.” and the Company changed its name from “Monocle Holdings Inc.” to “AerSale Corporation.” Immediately following the Merger, the Company contributed all of its ownership in Monocle to AerSale Aviation, which continued as a wholly owned subsidiary of the Company.
+Added: (a) Merger Sub 1 was merged with and into Monocle, with Monocle surviving the merger as a wholly-owned direct subsidiary of the Company, and (b) Merger Sub 2 was merged with and into AerSale Aviation, with AerSale Aviation surviving the merger as a wholly-owned indirect subsidiary of the Company.
+Added: In connection with the closing of the Business Combination, AerSale Aviation changed its name from “AerSale Corp.” to “AerSale Aviation, Inc.” and the Company changed its name from “Monocle Holdings Inc.” to “AerSale Corporation.” Immediately following the Merger, the Company contributed all of its ownership in Monocle to AerSale Aviation, which continued as a wholly owned subsidiary of the Company.
Overview of Business and Operations
9 unchanged sentences
Asset Management Solutions
−Removed: Our Asset Management Solutions segment, which represented approximately 68% of our revenue during the fiscal years ended December 31, 2022, and 2021, acquires mid-life commercial aircraft and engines (“Flight Equipment”) from airlines and leasing companies as feedstock to support our business activities.
−Removed: Asset Management Solutions activities include the sale and lease of aircraft and engines, as well as the disassembly of these assets for component parts (such used serviceable material, “USM”) that can be utilized to support third-party sales and lower the cost to maintain our portfolio of leased assets.
+Added: Our Asset Management Solutions segment, which represented approximately 64% and 68% of our revenue during the fiscal years ended December 31, 2023 and 2022, respectively, acquires Flight Equipment from airlines and leasing companies as feedstock to support our business activities.
+Added: Asset Management Solutions activities include the sale and lease of aircraft and engines, as well as the disassembly of these assets for component parts (such as used serviceable material (“USM”)) that can be utilized to support third-party sales and lower the cost to maintain our portfolio of leased assets.
Our aircraft and engines generally provide highly customized full-service, short-term lease support, where an operator is provided with a turn-key piece of Flight Equipment that can meet the customer’s specific needs.
7 unchanged sentences
Consequently, the vast majority of aircraft and engines that we have acquired have ultimately been disassembled for their USM parts once the full value of their remaining operating life has been extracted.
−Removed: Our TechOps segment, which represented approximately 32% of our revenue during the fiscal years ended December 31, 2022, and 2021, provides nose-to-tail MRO services on the most popular commercial aircraft, engines and components, that serve the passenger, cargo, and government sectors.
+Added: Our TechOps segment, which represented approximately 36% and 32% of our revenue during the fiscal years ended December 31, 2023 and 2022, respectively, provides nose-to-tail MRO services on the most popular commercial aircraft, engines, and components that serve the passenger, cargo, and government sectors.
Through our collective U.S.-based MRO facilities, we provide extensive maintenance and modification services for aircraft and their individual components.
−Removed: Our aircraft facilities located in Goodyear, Arizona, and Roswell, New Mexico, combined feature approximately 650,000 square feet of hangar space, from which we provide high-quality airframe MRO services, structural modification, conversions, and flight system upgrades, including disassembly and re-cycling operations for retiring aircraft.
+Added: Our aircraft facilities located in Goodyear, Arizona, Roswell, New Mexico, and Millington, Tennessee collectively feature approximately 760,000 square feet of hangar space, from which we provide high-quality airframe MRO services, structural modification, conversions, and flight system upgrades, including disassembly and re-cycling operations for retiring aircraft.
We additionally offer convenient long-term storage capacity for up to 650 aircraft in ideal dry-desert conditions.
−Removed: At the individual component level, our facilities located in Miami, Florida, Rio Rancho, New Mexico, and Memphis, Tennessee collectively offer specialized component MRO capabilities and services covering hydraulics, composites, pneumatics, fuel systems, electro-mechanical assemblies, interiors, painting, flight controls, nacelles, and landing gear for passenger, cargo, and military aircraft applications.
+Added: At the individual component level, our facilities located in Miami, Florida, Rio Rancho, New Mexico, and Millington, Tennessee collectively offer specialized component MRO capabilities and services covering hydraulics, composites, pneumatics, fuel systems, electro-mechanical assemblies, interiors, painting, flight controls, nacelles, and landing gear for passenger, cargo, and military aircraft applications.
Our TechOps segment leverages its robust engineering team to provide highly specialized technical support to our MRO facilities, as well as to develop advanced technical repairs, modifications and products, which we market under the tradename “Engineered Solutions.” This business unit includes the design, manufacture, and installation of new products, systems, and services that can enhance aircraft performance, safety, and service life at lower costs than traditionally expensive OEM products and services.
Engineered Solutions also serves to lower the cost of Flight Equipment ownership with savings on MRO-related expenses, including compliance with mandatory and market-driven equipment upgrades.
−Removed: These cost-saving solutions are approved by the Federal Aviation Administration (“FAA”) under Supplemental Type Certificates (“STCs”), which provides us with the unique ability to perform these modifications.
−Removed: We use our FAA-
−Removed: approved Parts Manufacturing Authority (“PMA”) to integrate third party components in developing our STC solutions.
+Added: These cost-saving solutions are approved by the Federal Aviation Administration (“FAA”) under Supplemental Type Certificates (“STCs”), which provide us with the unique ability to perform these modifications.
+Added: We use our FAA-approved Parts Manufacturing Authority (“PMA”) to integrate third party components in developing our STC solutions.
We have also obtained approval from various foreign regulatory authorities to validate our STCs and PMA products for use by operators outside of the United States.
2 unchanged sentences
AerSafe® has also been approved for installation on certain aircraft models that are regulated by the European Aviation Safety Agency (“EASA”) and the National Civil Aviation Agency of Brazil.
+Added: Another example of our Engineered Solutions is our AerAware™ product, an industry-leading, next generation Enhanced Flight Vision System (“EFVS”) that has recently received approval by the FAA for the Boeing B737NG product line.
The aviation aftermarket is highly competitive with many participants, including Flight Equipment OEMs, MRO providers, airlines, aircraft and engine leasing companies, financial sponsors, USM sales organizations, and other independent manufacturers and service providers.
8 unchanged sentences
As a result, certain of our competitors may be able to deliver a broader range of aftermarket Flight Equipment products and services at more attractive pricing.
−Removed: As such, we choose to target services and products where our synergic capabilities provide us a competitive advantage and allow us to be more responsive to the evolving needs of mid-life aircraft owners, operators, MRO providers and financial sponsors.
+Added: As such, we choose to target services and products where our synergic capabilities provide us a competitive advantage and allow us to be more responsive to the evolving needs of mid-life aircraft owners,
+Added: operators, MRO providers and financial sponsors.
We believe that the market insights, technical capabilities and financial expertise that we bring together through our Asset Management Solutions and TechOps offerings are particularly well suited to meet the comprehensive needs of mid-life Flight Equipment customers, with a fuller range of value-added products and services than most of our competitors.
2 unchanged sentences
We believe our data-driven approach, highly attuned staff, proprietary analytical tools, and formalized decision-making processes give us a unique platform to drive value within the aviation aftermarket.
−Removed: Our ability to provide cost saving alternatives to support our customers across the entire range of Flight Equipment, from whole aircraft down to the individual component parts level, is crucial to our ability to maximize value and profitability.
−Removed: By offering a comprehensive suite of products and services, we are able to enjoy a competitive edge in
−Removed: the marketplace as a “one-stop” source for full aircraft, engine and USM spare parts support, bundled with comprehensive MRO solutions.
+Added: Our ability to provide cost saving alternatives to support our customers across the entire range of Flight Equipment, from the whole aircraft down to the individual component parts level, is crucial to our ability to maximize value and profitability.
+Added: By offering a comprehensive suite of products and services, we are able to enjoy a competitive edge in the marketplace as a “one-stop” source for full aircraft, engine and USM spare parts support, bundled with comprehensive MRO solutions.
This integration of services facilitates significant cross-selling opportunities among our various business units, as many of our customers depend on the products and services provided by both our Asset Management Solutions and TechOps business segments.
24 unchanged sentences
We plan to continue to invest in new Engineered Solutions that create value for our customers and are accretive to the expansion and profitability of our MRO operations.
−Removed: We believe that we are well positioned to develop and
−Removed: market these solutions given our deep knowledge of maintenance intensive mid-life aircraft, our broad range of engineering and MRO capabilities, and our extended market reach as a global provider of Flight Equipment sales, leasing, MRO and USM parts sales.
+Added: We believe that we are well positioned to develop and market these solutions given our deep knowledge of maintenance intensive mid-life aircraft, our broad range of engineering and MRO capabilities, and our extended market reach as a global provider of Flight Equipment sales, leasing, MRO and USM parts sales.
● Expand Our Geographical Footprint .
3 unchanged sentences
Our business has grown organically and through acquisitions since our founding.
−Removed: We have a proven track record of successfully expanding our capabilities through acquisitions, including our acquisition of Great Southwest Aviation (rebranded as AerSale - Roswell) in 2010, Aero Mechanical Industries (rebranded as AerSale Landing Gear Solutions) in 2015, Goodyear Maintenance Facility in 2017 (rebranded as AerSale – Goodyear), Avborne Accessory Group (rebranded as AerSale Component Solutions) in 2018, Qwest Air Parts in 2019, Q2 Aviation (rebranded as AerSale AeroStructures-Memphis) in 2019 and Aircraft Composite Technologies (rebranded as AerSale AeroStructures-Miami) in 2020.
+Added: We have a proven track record of successfully expanding our capabilities through acquisitions, including our acquisition of Great Southwest Aviation (rebranded as AerSale - Roswell) in 2010, Aero Mechanical Industries (rebranded as AerSale Landing Gear Solutions) in 2015, Goodyear Maintenance Facility in 2017 (rebranded as AerSale – Goodyear), Avborne Accessory Group (rebranded as AerSale Component Solutions) in 2018, Qwest Air Parts in 2019, Q2 Aviation in 2019 and Aircraft Composite Technologies (rebranded as AerSale AeroStructures-Miami) in 2020.
We will continue to evaluate opportunities to acquire businesses that meet our financial return profile and execute on these transactions where there is an opportunity to enhance our value proposition by integrating the operations of such businesses into our existing offerings of products and services.
36 unchanged sentences
We believe the depth of technical and operational qualifications required to attain these FAA regulatory approvals constitutes a significant barrier for competitors looking to compete with our Engineered Solutions offerings.
−Removed: One such product that is nearing STC is our offering designated as AerAware TM .
−Removed: AerAware™ is an Advanced Enhanced Flight Vision System (“EFVS”) solution that enables a pilot to “see” through low visibility conditions by presenting advanced imaging technology along with real time aircraft primary flight systems data on an Elbit Systems/Universal Avionics SkyLens™ Head Wearable Display.
−Removed: The FAA has assigned STC project number
−Removed: ST16454AT-T for AerAware™, indicating the agency’s acceptance of AerSale’s STC application and for which we are conducting certification flights.
+Added: One such product that was recently issued an STC is our offering designated as AerAware™.
+Added: AerAware™ is a groundbreaking advanced EFVS solution that enables a pilot to “see” through low visibility conditions by presenting advanced imaging technology along with real time aircraft primary flight systems data on an Elbit Systems/Universal Avionics SkyLens™ Head Wearable Display.
+Added: This achievement marks the world’s first commercial EFVS system to achieve a 50% visual advantage and the first large transport aircraft to be certified with a complete dual-pilot EFVS solution featuring a Head-Wearable Display.
The FAA requires that aircraft operators maintain detailed records that log the utilization and condition of certain aircraft and engine life-limited parts.
6 unchanged sentences
Intellectual Property
−Removed: We believe our brand recognition is an important differentiator, and we maintain trademarks on “AerSale”, and on certain branded product offerings (e.g., AerSale® active into 2031, AerSafe® active into 2031, AerTrak® active into 2024).
+Added: We believe our brand recognition is an important differentiator, and we maintain trademarks on “AerSale”, and on certain branded product offerings (e.g., AerSale® active into 2031, AerSafe® active into 2031, AerTrak® active into 2028, and AerAware™).
While we hold no patents, we significantly benefit from an extensive array of proprietary intellectual property pertaining to market intelligence, transactional data history, and price modeling techniques, in addition to a wide range of product design, engineering, manufacturing, repair, modification and MRO procedures.
3 unchanged sentences
Though our proprietary market intelligence, transactional data history, price modeling techniques, and Engineered Solutions expertise are subject to misappropriation or obsolescence, we believe we have adequately institutionalized systems and procedures to prevent such occurrences.
−Removed: These measures include adoption of continuous improvement methodologies developed to maintain the integrity of our intellectual property holdings, in addition to the innovation of new techniques, products and processes designed to enhance our existing offerings in response to future market developments.
+Added: These measures include adoption of continuous improvement methodologies developed to maintain the integrity of our intellectual property holdings, in addition to the innovation of
+Added: new techniques, products and processes designed to enhance our existing offerings in response to future market developments.
Human Capital Resources
−Removed: As of February 7, 2023, we employed 606 full-time employees worldwide, none of whom are subject to a collective bargaining agreement.
+Added: As of February 7, 2024, we employed 707 employees worldwide, none of whom are subject to a collective bargaining agreement.
Approximately 99% of our employees are based in the United States.
−Removed: In addition to our full-time employees, we also employ approximately 254 contract workers, the majority of whom are located at our airframe maintenance facilities where they provide us with flexible staffing to meet customer demand.
+Added: In addition to our full-time and part-time employees, we also employ approximately 230 contract workers, the majority of whom are located at our airframe maintenance facilities where they provide us with flexible staffing to meet customer demand.
Our success is highly dependent upon our ability to maintain a workforce with the skills necessary for our businesses to succeed.
2 unchanged sentences
Health and Safety
−Removed: We have established safety and awareness programs in each AerSale facility.
−Removed: To maintain and enhance the safety of our employees, we promote a culture of continuous improvement and individual accountability.
+Added: We have established health, safety and awareness programs in each AerSale facility.
+Added: To maintain and enhance the health and safety of our employees, we promote a culture of continuous improvement and individual accountability.
Each AerSale MRO facility has developed an Environmental Policy and Procedures Manual in compliance with applicable federal, state, and local environmental laws and regulations.
We use an annual goal setting process to drive injury rate improvements, and our injury rate reduction goal is a performance metric that is reported to all of our employees.
−Removed: The safety of our employees has been a priority throughout the COVID 19 pandemic.
−Removed: In response to the COVID-19 pandemic, our facility response teams implemented processes and procedures to ensure compliance with applicable government-imposed health and safety-related operating restrictions, enhanced the safety of our facilities, protected the health of our employees, and monitored trends in infection rates at locations where we have facilities.
−Removed: Many of these health and safety protocols have evolved to become more permanent fixtures in our workplace.
−Removed: We will continue to monitor public health announcements and government orders to accommodate additional changes as necessary.
Talent Management and Career Development
−Removed: At AerSale, our talent management & career development programs prepare our employees for a rewarding and challenging experience.
+Added: At AerSale, our talent management and career development programs prepare our employees for a rewarding and challenging experience.
We want to ensure that each of our employees has the tools they need to succeed in their current role, while preparing them for the next step in their career.
1 unchanged sentence
At our MRO facilities, we have established a career readiness program specifically for aspiring aviation mechanics and technicians.
−Removed: This program would allow individuals to start in an entry level role and through supervision, training, and mentorship complemented by our A&P reimbursement program, become an A&P mechanic or Inspector.
−Removed: Our employees are encouraged to take advantage of our tuition reimbursement program to obtain professional and technical certifications or toward degree programs related to their career track.
+Added: This program allows individuals to start in an entry level role and through supervision, training, and mentorship complemented by our Airframe and Powerplant (“A&P”) reimbursement program, become an A&P mechanic or inspector.
+Added: Our employees are encouraged to take advantage of our tuition reimbursement program to obtain professional and technical certifications or pursue degree programs related to their career track.
Our annual talent and performance review allows AerSale’s management team to identify emerging talent in the organization and develop a succession plan.
9 unchanged sentences
As of December 31, 2023, the Company’s employee base includes 24% females and 64% minorities.
−Removed: We actively engage in recruiting fairs and efforts at various training institutions, especially those that have high minority and diverse enrollment rates.
+Added: actively engage in recruiting fairs and efforts at various training institutions, especially those that have high minority and diverse enrollment rates.
We continue to work with local organizations to identify minorities with an increased focus on veterans who will be transitioning into the civilian workforce.
−Removed: In 2023, we aim to focus on partnering with local schools and supporting diverse students with an anticipated scholarship program that will provide financial assistance, mentorship and internship opportunities with the ultimate goal being full time employment at one of our facilities.
−Removed: In 2022, we conducted an employment survey to assess diversity efforts and measure progress on our commitment to fostering a culture
−Removed: of inclusion and diversity and ensuring employees can reach their potential.
+Added: In 2024, we aim to continue to focus on partnering with local schools and supporting diverse students with an anticipated scholarship program that will provide financial assistance, mentorship and internship opportunities with the ultimate goal being full time employment at one of our facilities.
+Added: In 2023, we conducted an employment survey to assess diversity efforts and measure progress on our commitment to fostering a culture of inclusion and diversity and ensuring employees can reach their potential.
Each manager and leader is responsible for upholding these values and supporting the goals under our affirmative action plan.
7 unchanged sentences
We are generally indemnified by prior owners or operators and/or present owners of the facilities for liabilities which we incur as a result of these investigations and the environmental contamination found which pre-dates our acquisition of these facilities, subject to certain limitations.
−Removed: For our Goodyear, AZ facility, we also maintain an environmental impairment liability policy that provides coverage for certain liabilities associated with the clean-up of on-site and off-site pollution conditions, as well as for resulting bodily injury or property damage to third parties, in each case, to the extent not otherwise indemnified.
+Added: For our Goodyear, Arizona facility, we also maintain an environmental impairment liability policy that provides coverage for certain liabilities associated with the clean-up of on-site and off-site pollution conditions, as well as for resulting bodily injury or property damage to third parties, in each case, to the extent not otherwise indemnified.
If we are required to pay the expenses related to environmental liabilities because neither indemnification nor insurance coverage is available, these expenses could have an adverse effect on our business and results of operations.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.