Amendment to the Interim Facilities Agreement

Apollo Management Holdings, L.P.

01 September 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

1 September 2026

RECOMMENDED CASH ACQUISITION

of

 easyJet plc ("easyJet")

by

Eagle Bidco Ltd ("Bidco")

(a company indirectly owned by the Apollo Funds, managed by affiliates of Apollo Capital Management, L.P. (together with Apollo Global Management, Inc. and its subsidiaries, "Apollo"))

to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Amendment to the Interim Facilities Agreement

On 6 August 2026, the boards of easyJet and Bidco announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of easyJet (the "Acquisition"), to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (the "Rule 2.7 Announcement").

It was also announced on 25 August 2026 that the circular in relation to the Scheme would be sent to easyJet Shareholders on or before 15 October 2026.

Capitalised terms used but not defined in this announcement shall have the meaning given in the Rule 2.7 Announcement dated 6 August 2026.

Amendment to the Interim Facilities Agreement

On 6 August 2026, Bidco (as borrower), Midco 3 (as parent), Barclays Bank PLC (as interim facility agent and interim security agent) and: (i) Barclays Bank PLC, (ii) Crédit Agricole Corporate and Investment Bank, (iii) Citibank, N.A., London Branch, (iv) Citicorp North America Inc., (v) Standard Chartered Bank, and (vi) Lloyds Bank Plc (each, as an original interim lender and together, the "Original Interim Lenders") each entered into an interim facilities agreement in relation to the financing of the Acquisition (the "Interim Facilities Agreement").

In addition to the Interim Facilities Agreement, on 6 August 2026, Bidco entered into: (a) a commitment letter with: (i) Barclays Bank PLC, (ii) Crédit Agricole Corporate and Investment Bank, (iii) Citibank, N.A., London Branch, (iv) Citicorp North America Inc., (v) Standard Chartered Bank, and (vi) Lloyds Bank Plc (the "Commitment Letter"); (b) a revolving facilities fee letter with: (i) Barclays Bank PLC, (ii) Crédit Agricole Corporate and Investment Bank, (iii) Citibank, N.A., London Branch, (iv) Standard Chartered Bank, and (v) Lloyds Bank Plc (the "Revolving Facilities Fee Letter"); (c) a high yield engagement letter with: (i) Barclays Bank PLC, (ii) Crédit Agricole Corporate and Investment Bank, (iii) Citibank, N.A., London Branch, (iv) Citicorp North America Inc., (v) Standard Chartered Bank, and (vi) Lloyds Bank Plc (the "Engagement Letter"); and (d) a bridge facilities fee letter with: (i) Barclays Bank PLC, (ii) Crédit Agricole Corporate and Investment Bank, (iii) Citibank, N.A., London Branch, (iv) Citicorp North America Inc., (v) Standard Chartered Bank, and (vi) Lloyds Bank Plc (the "Bridge Fee Letter" and, together with the Commitment Letter, the Revolving Facilities Fee Letter and the Engagement Letter, the "Commitment Papers").

Bidco announces that, in addition to the Original Interim Lenders: (i) BNP Paribas S.A., (ii) Societe Generale, London Branch, (iii) MUFG Bank, Ltd., (iv) Deutsche Bank AG, London Branch, (v) ING Bank N.V., London Branch, (vi) Natixis, London Branch, (vii) Natixis, and (viii) Mizuho Bank, Ltd. (together, the "New Interim Lenders") agreed to become lenders under the Interim Facilities Agreement by way of an amended and restatement agreement dated 31 August 2026 (the "Amendment and Restatement Agreement" and the Interim Facilities Agreement, as amended and restated by the Amendment and Restatement Agreement, the "Amended and Restated Interim Facilities Agreement"). Bidco also announces that, on 31 August 2026, the Commitment Papers were amended to reflect and cater for the participation of the New Interim Lenders (as amended, the "Amended and Restated Financing Documents").

Copies of the Amended and Restated Interim Facilities Agreement and the Amended and Restated Financing Documents will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on easyJet's website at https://corporate.easyjet.com/investors/offer-from-apollo and Apollo's website at https://www.apollo.com/site-services/uk.

Enquiries

Barclays (Lead Financial Adviser to Bidco and Apollo)		[phone]
Adrian Beidas
Benjamin Metzger
Nicola Tennent

PJT Partners (Joint Financial Adviser to Bidco and Apollo)		[phone]
Eduard van Wyk
Ronan Crotty
Jonathan Hall
Citigroup (Financial Adviser to Bidco and Apollo)		[phone]
James Fleming
Ram Anand
FGS Global (Communications Adviser to Apollo)		[phone]
James Murgatroyd
Richard Webster-Smith
Sophia Johnston

Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal adviser to Apollo. Watson Farley & Williams LLP is acting as aviation counsel to Bidco and Apollo.

Important notices

This announcement is for information purposes only. It does not constitute, and is not intended to constitute, or form part of, any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor will there be any purchase, sale, issuance or transfer of securities or such solicitation in any jurisdiction in contravention of applicable law.

The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which, together with any related Forms of Proxy and Form of Election, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition and elect for the Alternative Offer. Any vote or decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement does not constitute a prospectus, prospectus equivalent document or an exemption document.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Bidco and Apollo and no one else in connection with the Acquisition and the matters set out in this announcement, and will not be responsible to anyone other than Bidco and Apollo for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition and the matters referred to in this announcement. In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the U.S. Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in easyJet securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Bidco and Apollo and no one else in connection with the Acquisition and the matters set out in this announcement and will not be responsible to anyone other than Bidco and Apollo for providing the protections afforded to clients of PJT Partners nor for providing advice in connection with the Acquisition or any matter referred to in this announcement. Neither PJT Partners nor any of its subsidiaries, branches or affiliates, nor any of its or their respective partners, directors, employees, officers, agents or representatives owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this announcement, the Acquisition, any statement contained herein or otherwise.

Citigroup Global Markets Limited ("Citigroup"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as financial adviser to Bidco and Apollo and no one else in connection with the matters set out in this announcement and shall not be responsible to anyone other than Bidco and Apollo for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Neither Citigroup nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of Citigroup in connection with this announcement, any statement contained herein, or otherwise.

Overseas shareholders

The release, publication or distribution of this announcement in, into or from certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or Apollo or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Publication on website and availability of hard copies

A copy of this announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on easyJet's website at https://corporate.easyjet.com/investors/offer-from-apollo and Apollo's website at https://www.apollo.com/site-services/uk by no later than 12.00 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement or any other website accessible from hyperlinks on such websites are not incorporated into and do not form part of this announcement.

easyJet Shareholders, persons with information rights and participants in the easyJet Share Plans may, subject to applicable securities laws, request a hard copy of this announcement by contacting easyJet's registrar, Equiniti, at Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA or by telephone on [phone]. If you are receiving a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

 

END