Wheels Up Partners LLC executed the letter of intent to acquire Aspirational Consumer Lifestyle Corp. (NYSE:ASPL) from Aspirational Consumer Lifestyle Sponsor LLC, Liber Pater, LLLC and Others for $2 billion in a reverse merger transaction on December 1, 2020. Wheels Up Partners LLC entered into an agreement to acquire Aspirational Consumer Lifestyle Corp. from Aspirational Consumer Lifestyle Sponsor LLC, Liber Pater, LLC and Others in a reverse merger transaction on February 1, 2021. The consideration comprises cash and issuance of 9 million Class A common shares of Aspirational Consumer Lifestyle. The transaction values Wheels Up at an enterprise value of $2.1 billion. The current owners of Wheels Up Partners LLC will own 68.9% stake in the combined company, Aspirational's public shareholders are expected to own approximately 8.8%, Aspirational Consumer Lifestyle Sponsor LLC and related parties (including the Independent Directors of Aspirational) are expected to collectively own approximately 2.2%, and the PIPE Investors are expected to own approximately 20.1%. In a related transaction, Aspirational Consumer Lifestyle Corp. also received subscription commitments for 55 million shares. Existing Wheels Up shareholders will roll 100% of their equity into the new company. Post completion, the combined entity will operate as Wheels Up Experience Inc. and will be listed on the New York Stock Exchange (NYSE: UP). The combined company's current management will be led by Wheels Up. Aspirational's Chairman and Chief Executive Officer, Ravi Thakran, will join the combined company's Board of Directors.

The deal is subject to approval from regulatory bodies, shareholders of both the Aspirational and Wheels Up, registration statement effectiveness, antitrust approvals, minimum balance sheet requirement, listing/approval of new shares on stock exchange and obtaining financing. The Board of Directors of both the companies unanimously approved the deal. As of May 27, 2021, the waiting period under the HSR Act expired on March 18, 2021. The Aspirational Consumer Lifestyle shareholder's approval has been set for July 12, 2021 as the meeting date for the extraordinary general meeting to approve the transaction. As of July 12, 2021, Aspirational shareholders approved the transaction. The deal is expected to close in second quarter of 2021. As of June 23, 2021, the transaction is expected to close on July 13, 2021. The transaction is expected to deliver up to $790 million of gross proceeds to the combined company, including the contribution of up to $240 million of cash held in Aspirational's trust account from its initial public offering in September 2020.

Connaught and Credit Suisse Securities (USA) LLC acted as financial advisors; and Howard Ellin, Christopher Barlow, Michelle Gasaway, Victor Hollender, Stuart Levi, Gregg Noel and Joseph Yaffe of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Aspirational. Goldman Sachs & Co. LLC, Jefferies LLC and Morgan Stanley & Co. LLC acted as financial advisors; and Thomas Yadlon and John Geelan of Arnold & Porter Kaye Scholer LLP acted as legal advisors for Wheels Up. Connaught will be paid a fee in an amount equal to $10 million for financial advisory services rendered in connection with the Business Combination. Morrow Sodali LLC acted as information agent for a fee of $25,000 and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Aspirational Consumer in the transaction. Robert W. Baird & Co. Incorporated acted as financial advisor to Wheels Up Experience Inc.