Wheels Up Announces Agreement to Acquire Air Partner

NEW YORK and LONDON,Jan. 27,2022 -- Wheels Up Experience Inc. (NYSE: UP),the leading brand in private aviation,today announced it has reached an agreement to acquire Air Partner PLC (LSE: AIR),a U.K.-based global aviation services group with operations in 18 locations and across four continents. Under the terms of the transaction,Wheels Up will acquire the entire issued and to be issued ordinary share capital of Air Partner for 125 pence per share,equivalent to an enterprise value of approximately $107 million. The acquisition is expected to close later in the first quarter subject to shareholder and regulatory approvals.

Image credit: Wheels Up

Founded in 1961,Air Partner is a global aviation services company providing private jet,group and freight charter and aviation safety & security solutions to industry,commerce,governments and private individuals,across civil and military organizations.

Air Partner will provide Wheels Up the ability to expand its service offerings internationally,and Wheels Up expects Air Partner to leverage Wheels Up's investments in operations,service and technology on a global basis with an active and engaged customer base. The proposed acquisition will enhance Wheels Up's brand equity and will also add an experienced global team from a company with more than 60 years of continuous operations in private aviation.

"Today's announcement marks an important new chapter for Wheels Up as we systematically build the leading global,private aviation company that creates unparalleled value for our customers and shareholders," said Wheels Up Chairman and CEO Kenny Dichter. "This acquisition will allow us to offer existing and future customers even more compelling and seamless options for private travel,expand the reach of our marketplace in key markets around the world,and add important operational capabilities to our network. Air Partner has tremendous heritage,leadership expertise and unique capabilities that will allow us to accelerate our global strategy and credibly expand our offerings in a meaningful way. We look forward to sharing more details on the transaction and our go-to-market plans after the deal formally closes."

"This proposed acquisition has a compelling strategic rationale,bringing together two businesses with complementary offerings and values for the benefit of their customers. I am extremely proud of Air Partner,we have built a fantastic team and a highly attractive business and Wheels Up's offer is a clear acknowledgment of this," said Air Partner CEO Mark Briffa. "The Air Partner Board believes that a combination with Wheels Up would give our customers,colleagues and stakeholders the additional resources of one of the largest private aviation companies in the world,enabling us to significantly enhance our technology,customer offer,and international aircraft supply. Air Partner has always placed the customer at the heart of what we do – a value that is equally shared by Wheels Up – and I am confident this will continue to be the case."

Strategic Benefits

This acquisition accelerates Wheels Up's long-term vision to be the international leader in private aviation.

The proposed combination will provide a global platform to accelerate growth and market expansion.

An acquisition of Air Partner immediately extends Wheels Up's international reach with 18 locations across four continents.

Wheels Up will be able to leverage its significant investments in brand,operations,service and technology on a global basis with an active and engaged customer base.

The acquisition would accelerate the development and growth of Wheels Up's technology-enabled marketplace,supporting expected growth amid accelerating global demand.

The transaction would bring an experienced management team well positioned to facilitate integration,drive growth and support further market expansion across new markets.

Air Partner will accelerate the expansion of the Wheels Up's marketplace,providing immediate connection to a global network of safety vetted and verified aircraft supply.

With more than 60 years in private aviation,Air Partner has longstanding relationships with aircraft operators across the globe.

Air Partner's existing "asset-light" structure,with no owned aircraft or operating certificates,brings flexibility to scale Wheels Up's international footprint more quickly and with limited capital investment.

Air Partner's safety training,consulting and regulatory compliance services can accelerate the addition of safety-vetted and verified aircraft to the Wheels Up marketplace across all markets.

Air Partner's relationship with international operators can extend adoption and penetration of Wheels Up's Flight Management System in North America and beyond.

The combination of the two companies will provide significant opportunities for value enhancement for Wheels Up and Air Partner current and prospective customers.

Air Partner shares Wheels Up's members-first orientation and commitment to customer experience,service and support.

Bringing the two companies together will enable Wheels Up to offer customers an expanded international travel solution,including direct travel options to and from Europe,as well as intra-Europe and intra-U.S.

Wheels Up expects these solutions will appeal to individual,family and business customers.

The acquisition of Air Partner and its diversified platform expands the Wheels Up portfolio of products and services.

Air Partner operates adjacent profitable businesses in group charter and freight in the United States and internationally.

Air Partner's safety and security consultancies will complement Wheels Up's focus on operational excellence and safety,while also providing additional support and protection for the Wheels Up brand as a global aviation leader.

The proposed acquisition of a consistently profitable business represents an opportunity for margin expansion and sustained financial performance.

Air Partner brings a strong financial profile with profitable operations,strong free cash flow and no significant debt.

Wheels Up expects the integration of Air Partner's historically profitable business to be accretive to Wheels Up's contribution margin and adjusted EBITDA in the first year of acquisition.

Jefferies,LLC is acting as the exclusive financial advisor to Wheels Up.

About Wheels Up:

Wheels Upis the leading provider of "on demand" private aviation in the United States and one of the largest private aviation companies in the world. Powered by a growing marketplace of more than 1,500 safety-vetted and verified aircraft,Wheels Up is the only company in the industry to offer a total private aviation solution that includes a relentless focus on safety and service,with flexibility across all types of aircraft,membership programs,corporate solutions,aircraft management,whole aircraft sales and commercial travel benefits through a strategic partnership with Delta Air Lines.

The Wheels Up App enables members and customers to search,book and fly. Wheels Up Connect,Core,and Business memberships provide enhancements such as flight sharing,empty-leg Hot Flights,Shuttle Flights,Shared Flights,signature Wheels Up Down events and exclusive member benefits from preeminent lifestyle brands. Wheels Up's ongoing Wheels Up Cares program aligns with philanthropic organizations and initiatives that affect and matter to the company and its customers,members,stakeholders,families and friends. The Wheels Up Cares fleet comprises five custom-painted Beechcraft King Air 350i aircraft,with each plane serving as a flying symbol for a specific social cause.

About Air Partner:

Founded in 1961,Air Partner is a world-leading international aviation services group providing aircraft charter,aviation safety and security solutions and managed services to industry,across civil and military organizations. The Air Partner Group has two divisions: Air Partner Charter,comprising group charter,private jets,freight and specialist services; and Air Partner Services (previously Safety & Security),which comprises Baines Simmons,an aviation safety management and fatigue risk management consultancy,Redline Assured Security Ltd,a leading provider of global security solutions,Kenyon International Emergency Services,Inc.,a world leader in emergency planning and incident response,and managed services. Air Partner has 18 locations across four continents,with its headquarters located alongside Gatwick airport in the UK. The group employs around 450 professionals globally and operates 24/7. Air Partner is listed on the London Stock Exchange (AIR) and is the only publicly listed air charter broker and aviation safety & security consultancy. It is ISO 9001:2015 compliant for commercial airline and private jet solutions worldwide. More information is available on the company's website www.airpartnergroup.com.

Contacts:

Wheels Up –

Media:

press@wheelsup.com

Investors:

ir@wheelsup.com

Air Partner –

Media: TB Cardew

Tom Allison / Alycia MacAskill

AirPartner@tbcardew.com

+44 7789 998 020 / +44 7876 222 703

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include,but are not limited to,statements regarding Wheels Up's and/or Air Partner'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 and/or Air Partner's products and services and Wheels Up's and/or Air Partner's ability to serve those markets,(ii) the degree of market acceptance and adoption of Wheels Up's and/or Air Partner's products and services,(iii) Wheels Up's and/or Air Partner's ability to develop innovative products and services and compete with other companies engaged in the private aviation industry and (iv) Wheels Up's and/or Air Partner'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 known and unknown risks,uncertainties,assumptions and other important factors,many of which are outside Wheels Up's control,that could cause actual results to differ materially from the results discussed in the forward-looking statements. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the registration statement on Form S-1,as amended,filed by Wheels Up,which was declared effective by the U.S. Securities and Exchange Commission ("SEC") on August 24,2021,and other documents filed by Wheels Up from time to time with the SEC. New risks and uncertainties arise from time to time,and it is impossible for us to predict these events or how they may affect us.

You are cautioned not to place undue reliance upon any forward-looking statements,which speak only as of the date made,and Wheels Up and/or Air Partner undertakes no obligation to update or revise the forward-looking statements,whether as a result of new information,changes in expectations,future events or otherwise. 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. No assurance is given either that Wheels Up or Air Partner will achieve its expectations.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer or inducement to sell or an invitation to purchase,otherwise acquire,subscribe for,sell or otherwise dispose of,any securities or the solicitation of an offer to buy any securities,any vote or approval in any jurisdiction pursuant to the acquisition or otherwise.