Türkiye’s MNG to list on NYSE in 2023 via reverse IPO

MNG Airlines (MB, Istanbul New) plans to list on the New York Stock Exchange (NYSE) following a USD676 million merger in the first half of 2023 with Golden Falcon Acquisition Corp., a US-based special purpose acquisition company, the parties announced.

This follows a definitive agreement between them on December 6, 2022, after the boards of both companies unanimously approved the proposed deal. Golden Falcon will become an indirect, wholly-owned subsidiary of MNG Airlines, according to a filing with the US Securities and Exchange Commission (SEC).

The transaction is subject to approval by Golden Falcon stockholders and other customary closing conditions. It is expected to have a Pro-forma enterprise value of USD676 million, assuming minimum gross transaction proceeds of USD30 million, according to a joint statement. Net proceeds from the transaction will be distributed to the company’s existing shareholders, who are expected to continue to retain a significant stake.

As a public company, MNG Airlines is expected to gain increased financial flexibility and be well-positioned to unlock new growth avenues and maximise value creation. MNG Airlines Chief Executive Officer Ali Sedat Özkazanc said: “We see significant value creation potential from becoming a publicly listed company in the US, with the expectation that it will enable transformative commercial agreements, create an acquisition currency, and align management incentives with shareholders.”

MNG Airlines Chairman and Chief Executive Officer of parent MAPA Group, Murathan Gunal, added: “Listing on the NYSE feels like a natural next step in our company’s history. MNG Airlines is an international company with a global presence, including multinational corporate clients in the US, Europe, and Asia.”

To closely align incentives with MNG Airlines and existing shareholders, Golden Falcon has agreed to subject more than 90% of sponsor shares received as merger consideration to a vesting schedule. Golden Falcon stockholders will have the following options:

• to continue to hold their shares of Golden Falcon common stock;
• to redeem their shares of common stock per the Golden Falcon Certificate of Incorporation; or
• convert their shares of common stock into a newly issued security consisting of a combination of shares of common stock and convertible notes.

Golden Falcon Chief Executive Officer Makram Azar said his management team had screened more than 500 potential targets since its Initial Public Offering (IPO) in December 2020, followed by ten months of extensive due diligence of MNG Airlines. He highlighted the logistics provider’s “strong growth profile, profitability, cash flow generation” as having presented “a compelling investment opportunity”.

Chairman Scott Freidheim added: “At our initial public offering in December 2020, we communicated to investors that we intended to bring to them an established company in the Europe, Middle East, and Israel region with a compelling track record, cash flow-generation, a clear transatlantic expansion nexus, a strong growth profile, and benefitting from secular market tailwinds. We believe MNG Airlines meets the attributes we laid out as key business combination criteria.”

Founded in 1996, MNG Airlines operates 3,500 flights annually, servicing over 15,000 corporate customers in 41 countries. Its portfolio includes charter services, scheduled flights, and ACMI services. According to the ch-aviation fleets advanced module, the airline operates an all-Airbus fleet comprising one A300-600(F), three A300-600R(F)s, one A330-200F, and two A330-300(P2F)s.