MNG Airlines made this announcement:

• MNG Airlines is a global logistics provider and e-commerce enabler, servicing over 15,000 corporate customers across 41 countries through over 3,500 flights per year
• Recently announced financials for the third quarter ended September 30, 2022 reflected last twelve months (LTM) revenue grew by 39% year over year to $353 million, net income of $61 million and Adjusted EBITDA¹ of $116 million (33% margin)
• The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of 30 September 2022

MNG Havayollari ve Tasimacilik A.S. (MNG Airlines), a global logistics provider and e-commerce enabler, has entered into a definitive agreement to become publicly traded via a business combination with Golden Falcon Acquisition Corp. (“Golden Falcon”) (NYSE: GFX), a special purpose acquisition company. The transaction is expected to close in the first half of 2023, after which MNGA will be listed on the New York Stock Exchange (the “NYSE”) under the new ticker symbol “MNGA”. As a public company, MNGA is expected to gain increased financial flexibility, and to be well positioned to unlock new growth avenues and maximize value creation.

“We see significant value creation potential from becoming a publicly listed company in the U.S., with the expectation that it will enable transformative commercial agreements, create an acquisition currency, and align management incentives with shareholders.”

Investment Highlights

• A Global Logistics Provider and E-Commerce Enabler
  • 25 years of operating experience with flights to 41 countries on 4 continents
• Sector Tailwinds Due to Increasing Demand Combined with Supply-Side Constraints
  • E-commerce tailwinds, an increasing focus on supply chain security, and a need for larger and more efficient dedicated freighter capacity
  • Global air freight has historically grown at more than 3x global GDP growth (1973-2019)²
  • Express air cargo market is forecasted to grow at 5% per year, 1.8x the rate of general cargo (2019-2041)³
• Established Track Record, with Close Partnerships and Longstanding Ongoing Contracts
  • 20+ year commercial relationships with some of the largest global logistics providers, airlines, freight forwarders and e-commerce operators, across Europe, the U.S. and Asia
• Strategically Based in One of the Largest and Fastest-Growing Air Cargo Markets Globally
  • Air transport freight has increased in the region at ~10x the global rate, growing at a CAGR of 23% from 2009 to 2019 (vs. 2% worldwide)⁴
• Multiple Potential Growth Levers including E-Commerce Integration, Expanded Network and Increasing Penetration in Key Markets Through Vertical Integration
  • MNGA e-Commerce revenue grew to $82 million in the last twelve months ended 30 September 2022, from zero in 2020
  • Ability to expand warehouse operations in key destinations such as the EU and the U.S.
• Barriers to Entry Driven by Slots Guaranteed at Some of the Most Desirable Airports Globally
  • Including in the U.S., China, Germany, United Kingdom, France, the Netherlands, Spain, and Israel
• Operational Excellence Evidenced by Multiple Awards from Airbus and Governmental Agencies
  • Consistent outperformance of global benchmarks for dispatch reliability every year over the past decade for both A300s and A330s
• Approved supplier to leading authorities such as the U.N., NATO, and U.S. military and non-military organizations, accredited by IATA (International Air Transport Association) and ISO (International Organization for Standards), and multiple awards from Airbus over the past two decades
• Executive Team with 185+ Years’ Experience, Including 70+ Years with MNGA and 35+ Years with MAPA Group, the Long-Term Single Shareholder

Financial Highlights

For the three months ended 30 September 2022, the Company’s revenue grew by 47% year-on-year to $90 million, net income of $26 million and Adjusted EBITDA⁵ of $27 million (30% margin). Last twelve months⁶ revenue grew by 39% year-on-year to $353 million, net income of $61 million and Adjusted EBITDA of $116 million (33% margin). Adjusted EBITDA margin for the last twelve months has improved by 400 basis points as compared with 2019, and revenue has grown at a 37% compound annual growth rate during this period.

The Company’s business model has four complementary segments: Scheduled & Block Space, Charter, ACMI⁷, and Warehouse & Handling. The Company’s cost base is mostly variable, with COGS (cost of goods sold) representing 95% of its overall cost base in 2021. Company contracts have limited exposure to fuel costs, which are either 100% pass-through to the end customer (for charter flights and ACMI) or updated every two weeks (for scheduled flights). Revenues are generated in USD, EUR and GBP, collectively accounting for 98% of the total. The Company has been net income-positive for the last 10 years. The Company has net debt⁸ of $25 million as of 30 September 2022.

Transaction Overview

The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of 30 September 2022.

All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of Golden Falcon. The Company benefits from significant positive cash flow generation and a capex-light business model, being able to organically fund its growth plans. Its current business plan is fully funded regardless of transaction proceeds. Net proceeds from the transaction will therefore be distributed to the Company’s existing shareholders, who are expected to continue to retain a significant stake in the Company.

The Golden Falcon management team screened over 500 potential targets since its IPO in December 2020. Prior to executing the Business Combination Agreement with MNGA, the Golden Falcon team conducted extensive due diligence throughout the course of the past ten months, supported by its advisor UBS Investment Bank. In order to closely align incentives with the Company and existing shareholders, the Golden Falcon team has agreed to subject over 90% of sponsor shares received as merger consideration to a vesting schedule.

The proposed business combination, which has been unanimously approved by both the Board of Directors of Golden Falcon and the Board of Directors of MNGA, is expected to close in the first half of 2023, subject to approval by Golden Falcon’s stockholders and other customary closing conditions.

Go deeper: Here is the investor presentation:

CLICK HERE

Top Copyright Photo: MNG Airlines-DHL (Solinair) Airbus A300B4-622R (F) S5-ABO (msn 756) (DHL colors) BSL (Ton Jochems). Image: 951247.

MNG Airlines aircraft photo gallery: