Global Eagle Acquisition Corp., Founded By Harry Sloan And Jeff Sagansky, Announces Acquisition Of Row 44, Inc. And Approx. 86%

  Global Eagle Acquisition Corp., Founded By Harry Sloan And Jeff Sagansky,
   Announces Acquisition Of Row 44, Inc. And Approx. 86% Stake In Advanced
    Inflight Alliance AG. Transaction Valued At Approximately $430 Million

Creating largest integrated entertainment platform for the global airline

Combined Company to be Renamed Global Eagle Entertainment Inc.

All major Row 44 and AIA shareholders rolling equity into transaction

Leading institutional investors committing $71.25 million equity backstop

Transaction valued at 6x projected consolidated 2014 Adjusted EBITDA*

Investor conference call scheduled for 4:30pm, Thursday, November 8, 2012

PR Newswire

LOS ANGELES, Nov. 8, 2012

LOS ANGELES, Nov. 8, 2012 /PRNewswire/ -- Global Eagle Acquisition Corp.
(NASDAQ: EAGL; EAGLW; EAGLU) (Global Eagle) today announced the signing of
definitive agreements under which Global Eagle will acquire Row 44, Inc. (Row
44) and approximately 86% of the issued and outstanding shares of
Frankfurt-listed Advanced Inflight Alliance AG (GR: DVN1) (AIA) to create the
largest entertainment and connectivity platform for the worldwide airline
industry. AIA is the leading supplier of games, movies, general entertainment
and applications to the airline industry, serving more than 130 airlines
worldwide. Row 44 is a leading satellite-based broadband service provider to
the global airline industry, with its inflight entertainment connectivity
system currently installed on more than 400 aircraft that operate over land
and sea worldwide.


Global Eagle is a special purpose acquisition company which raised
approximately $190 million in its initial public offering in May 2011. Global
Eagle's founders, Harry Sloan and Jeff Sagansky, believe that this marriage of
content, connectivity and capital will create a superior platform to exploit
the rapidly expanding global airline industry as it increasingly focuses on
the in-cabin entertainment experience and other ancillary revenue
opportunities. Following the closing, Global Eagle will own 100% of the
equity of Row 44 and approximately 86% of the issued and outstanding shares of
AIA, and be renamed Global Eagle Entertainment Inc. Global Eagle intends to
apply to list its shares of common stock on the Nasdaq Stock Market under the
symbol "ENT."

Global Eagle is purchasing the AIA shares from PAR Investment Partners, L.P.
(PAR), which is also a major shareholder of Row 44. AIA separately will
retain its listing on the Frankfurt Stock Exchange (with trading of its shares
in Deutsche Borse's Xetra trading system), with approximately 14% of the
shares held by public shareholders.

In support of this transaction, Global Eagle has arranged for leading
institutional investors, including PAR, to purchase 7.125 million shares of
common stock of Global Eagle to the extent any public stockholders of Global
Eagle redeem their shares.In the event there are no redemptions or less than
7.125 million public shares are redeemed, the backstop investors also have an
option to purchase up to a total of 7.125 million shares. The shares of common
stock that PAR will receive pursuant to the Backstop Agreement may include
shares of voting and non-voting Global Eagle common stock.

In making the announcement, Harry Sloan, Chairman and CEO of Global Eagle,
stated, "By combining AIA's access to the installed inflight entertainment
market with Row 44's WiFi to mobile device capability, Global Eagle has
potential access to 100% of the airline passenger experience, creating an
addressable market as large as the global airline industry. This is exactly
the kind of worldwide digital media opportunity we've been seeking for Global
Eagle since our IPO; and this is also a platform for Jeff and me to utilize
our media and content relationships and experience to drive expansion and
enhancement of inflight content and programming around the world. "

Edward L. Shapiro, a partner of PAR Capital Management and Chairman of the
Board of Row 44 and Chairman of AIA's Supervisory Board, who will become
Chairman of Global Eagle Entertainment after the closing, stated, "We are
extremely excited about this business combination. Row 44 and AIA are leaders
in their respective industries and have highly complementary products and
customer bases. With this transaction, not only will the two companies be
able to enhance their offerings, but they will gain access to additional
capital and relevant entertainment industry experience."

Shapiro added, "I have had the privilege of working closely with the very
talented Row 44 and AIA management teams and I look forward to continuing this
work as we enter this next phase of accelerating industry adoption of wireless
content delivery. I have known both Harry and Jeff for more than ten years
and am eager to have them as partners as we build Global Eagle Entertainment
into a leading global media company."

All the members of Row 44 and AIA senior management teams, including John
LaValle as CEO of Row 44 and Louis Belanger-Martin as CEO of AIA, will
continue in their current positions under the new ownership structure.

Summary of Business Combination Transaction

Under the terms of the proposed business combination, Global Eagle will become
the owner of all of the equity of Row 44 pursuant to the terms of the merger
agreement entered into today. In addition, Global Eagle will become the owner
of approximately 86% of the issued and outstanding shares of AIA pursuant to
the terms of the Stock Purchase Agreement also entered into today with PAR.

Under the AIA Stock Purchase Agreement, Global Eagle will issue approximately
14,368,000 shares of non-voting common stock to PAR Capital for its 20,464,581
shares of AIA, representing a purchase price of EUR 5.50 per share and
assuming a Euro to U.S. dollar exchange rate of 1.27655.

Pursuant to the Row 44 Merger Agreement, at the closing, Global Eagle will
issue approximately 25 million shares of common stock to the equity holders of
Row 44 representing a total enterprise value consideration of $250 million,
subject to adjustments as defined in the Merger Agreement. Preliminarily,
these adjustments are expected to result in the issuance of approximately 22.5
million shares to the equity holders of Row 44 at closing, a payment of
approximately $12 million in cash to PAR, as the first party to commit to a
backstop agreement, and the assumption of certain warrants. PAR currently
owns approximately 86% of the issued and outstanding shares of AIA and more
than 40% of the issued and outstanding equity of Row 44. AIA currently owns
approximately 13% of the issued and outstanding equity of Row 44.

Assuming no redemptions of Global Eagle stock by its public stockholders, the
current stockholders of Global Eagle, the current owners of Row 44 (excluding
PAR Capital and AIA), PAR and AIA (approximately 86% of which will be owned by
Global Eagle) will hold approximately 39%, 17%, 39% and 5%, respectively, of
the issued and outstanding shares of Global Eagle Entertainment Inc. common
stock immediately following the closing. 

The cash currently held in Global Eagle's trust account will be used to fund
any redemptions by public stockholders of Global Eagle of their common stock,
accrued expenses and transaction expenses and fees, with any remaining cash
being used for working capital and capital expenditures to facilitate growth
and industry consolidation initiatives and other general corporate purposes.

The boards of directors of Global Eagle and Row 44 have unanimously approved
the Row 44 Merger Agreement and the board of directors of Global Eagle and PAR
have each approved the sale of PAR's AIA shares. Completion of the
transaction, which is expected to occur in January 2013, is subject to
approval by Global Eagle and Row 44 stockholders, the expiration or early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, any applicable non-U.S. antitrust approvals and
other customary closing conditions.

Citigroup is acting as lead capital markets advisor to Global Eagle, and BofA
Merrill Lynch and Citigroup are providing financial advisory services to
Global Eagle. RBC Capital Markets is providing advisory services to AIA.
Seabury Group, LLC is providing advisory services to Row 44. Legal counsel to
Global Eagle is McDermott Will & Emery LLP. Legal counsel to PAR are Goodwin
Procter LLP and SJ Berwin. Legal counsel to Row 44 is Strategic Law Partners,

The description of the business combination contained herein is only a summary
and is qualified in its entirety by reference to the definitive agreements
relating to the transaction, copies of which will be filed by Global Eagle
with the Securities and Exchange Commission (SEC) as exhibits to a Current
Report on Form 8-K.

Conference Call Scheduled

Global Eagle will host a conference call to discuss the proposed business
combination with the investment community on Thursday, November 8, 2012 at
4:30pm EST. Investors may participate in the conference call by dialing (800)
860-2442 toll free in the US, (866) 605-3852 toll free in Canada or (412)
858-4600 internationally. A replay will be available one hour after the end of
the conference until 9:00am on November 16, 2012 by dialing (877) 344-7529
toll free in the US or (412) 317-0088 internationally and entering conference
number 10021300.

Additional information about the business combination will be included by
Global Eagle as an exhibit to a Current Report on Form 8-K that will be
furnished to the Securities and Exchange Commission prior to the conference
call. Interested parties should visit the SEC website at

About Advanced Inflight Alliance AG

Advanced Inflight Alliance AG (AIA) is the world's leading provider of
innovative content and solutions for the inflight entertainment industry.
Listed on the Frankfurt Stock Exchange, AIA's subsidiaries are market-leading
companies pioneering in the "passenger experience" sector which provide
content solutions such as international and local audio, video, applications,
games and services to the majority of the world's airlines. AIA was
incorporated in Germany in 1998 and completed its initial public offering in

About Row 44

Row 44 is a satellite-based broadband services provider to the global
commercial airline industry. Its network enables airlines to connect to
orbiting Ku-band satellites and to communicate with existing satellite ground
earth stations. Row 44's in-cabin communication link currently provides
airline passengers with Internet access, live television, shopping and flight
and destination information. Row 44 was formed in 2004, its WiFi connectivity
system was first deployed by a domestic commercial airline in 2009 and its
broadband services were fully operations in 2010. Currently installed on more
than 400 aircraft, Row 44 has the largest fleet of connected entertainment
enabled planes that operate over land and sea worldwide.

About Global Eagle

Global Eagle Acquisition Corp. is a special purpose acquisition company formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination
involving Global Eagle Acquisition Corp. and one or more businesses. Global
Eagle Acquisition Corp. is a Delaware corporation formed in 2011. It raised
approximately $190 million in its IPO in May 2011 and its securities are
traded on NASDAQ under the ticker symbols EAGL, EAGLW and EAGLU.

* Adjusted EBITDA represents a non-GAAP measure of financial results and
reflects revenues less operating expenses, excluding depreciation and


Global Eagle intends to file with the Securities and Exchange Commission (SEC)
a preliminary proxy statement of Global Eagle in connection with the proposed
business combination and will mail a definitive proxy statement and other
relevant documents to its stockholders. Global Eagle stockholders and other
interested persons are advised to read, when available, the preliminary proxy
statement, and amendments thereto, and definitive proxy statement in
connection with Global Eagle's solicitation of proxies for the special meeting
to be held to approve the business combination because the proxy statement
will contain important information about AIA, Row 44, Global Eagle and the
proposed business combination. The definitive proxy statement will be mailed
to stockholders of Global Eagle as of a record date to be established for
voting on the business combination. Stockholders will also be able to obtain
copies of the proxy statement, without charge, once available, at the SEC's
Internet site at, or by directing a request to: Global
Eagle Acquisition Corp., 10900 Wilshire Blvd., Suite 1500, Los Angeles, CA
90024. Attn.: James A. Graf, Chief Financial Officer.


Global Eagle and its directors and officers may be deemed participants in the
solicitation of proxies to Global Eagle's stockholders with respect to the
transaction. A list of the names of those directors and officers and a
description of their interests in Global Eagle is contained in Global Eagle's
annual report on Form 10-K for the fiscal year ended December 31, 2011, which
was filed with the SEC, and will also be contained in the proxy statement for
the proposed business combination when available.


This press release may include "forward looking statements" within the meaning
of the "safe harbor" provisions of the United Stated Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "anticipate", "believe", "expect", "estimate",
"plan", "outlook", and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Such forward looking statements with respect to the timing of the
proposed business combination with Row 44 and AIA, as well as the expected
performance, strategies, prospects and other aspects of the businesses of
Global Eagle, AIA, Row 44 and the combined company after completion of the
proposed business combination, are based on current expectations that are
subject to risks and uncertainties.

A number of factors could cause actual results or outcomes to differ
materially from those indicated by such forward looking statements. These
factors include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Row 44 Merger Agreement or the AIA Stock Purchase Agreement (the "Business
Combination Agreements"), (2) the outcome of any legal proceedings that may be
instituted against Global Eagle, AIA, Row 44 or others following announcement
of the Business Combination Agreements and transactions contemplated therein;
(3) the inability to complete the transactions contemplated by the Business
Combination Agreements due to the failure to obtain approval of the
stockholders of the Global Eagle or other conditions to closing in the
Business Combination Agreement, (4) delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete the transactions contemplated
by the Business Combination Agreements; (5) the risk that the proposed
transaction disrupts current plans and operations as a result of the
announcement and consummation of the transactions described herein; (6) the
ability to recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships
with suppliers and obtain adequate supply of products and retain its key
employees; (7) costs related to the proposed business combination; (8) changes
in applicable laws or regulations; (9) the possibility that AIA and Row 44 may
be adversely affected by other economic, business, and/or competitive factors;
and (10) other risks and uncertainties indicated from time to time in the
proxy statement to be filed by Global Eagle with the SEC, including those
under "Risk Factors" therein, and other filings with the SEC by Global

Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made, and Global Eagle, AIA and
Row 44 undertake no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or

SOURCE Global Eagle Acquisition Corp.

Contact: Investors, James Graf, Global Eagle, +1-310-209-7280,; or Media, Jeff Pryor, Priority PR, +1-310-954-1375,
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