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2014

StandardAero Announces Tender Offer and Consent Solicitation

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TEMPE, Ariz., Jan. 21, 2014 /PRNewswire/ -- StandardAero today announced that DAE Aviation Holdings, Inc. (the "Company"), its indirect parent, has commenced a cash tender offer to purchase any and all of its outstanding $300.0 million aggregate principal amount of 11.25% Senior Notes due 2015.

As part of the tender offer, the Company is soliciting consents (the "Consent Solicitation") for amendments that would, among other modifications, eliminate substantially all of the restrictive covenants and certain default provisions contained in the indenture governing the notes. Holders who tender their notes will be deemed to consent to all of the proposed amendments and holders may not deliver consents without tendering their notes. The tender offer and consent solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated January 21, 2014 (the "Offer to Purchase"), and a related Letter of Transmittal and Consent, which more fully set forth the terms and conditions of the tender offer and consent solicitation.

The tender offer will expire at 11:59 p.m., New York City time, on February 18, 2014, unless the tender offer is extended or earlier terminated (the "Expiration Date").  Under the terms of the tender offer and consent solicitation, holders of the notes who validly tender and do not withdraw their notes prior to 5:00 p.m., New York City time, on February 3, 2014 (as such time and date may be extended, the "Consent Payment Deadline") and whose notes are accepted for purchase, will receive the "Total Consideration," which is equal to the "Tender Offer Consideration" plus a consent payment of $30.00 per $1,000 principal amount of tendered notes promptly following the Company's acceptance of the tendered notes for purchase on the initial payment date (the "Initial Payment Date").  Holders of notes who validly tender their notes after the Consent Payment Deadline but on or before the Expiration Date, and whose notes are accepted for purchase, will receive only the Tender Offer Consideration.  

Outstanding
Principal Amount

CUSIP Nos.

Consent Payment Deadline

Tender Offer
Consideration(1)

Consent

Payment(1)

Total
Consideration(1)(2)

$300,000,000

233707 AA6 (144A)/U23378 AA7 (REG S)

5:00 p.m.

New York City time,

February 3, 2014

$977.50

$30.00

$1,007.50








(1) For each $1,000 principal amount of notes. Accrued but unpaid interest from, and including, the most recent interest payment date for the notes to, but not including, the applicable payment date, will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

(2) Total Consideration includes the consent payment.

The Company reserves the right but is under no obligation, at any point following the Consent Payment Deadline and before the Expiration Date, to accept for purchase any notes validly tendered and not subsequently withdrawn at or prior to the Consent Payment Deadline, subject to satisfaction or waiver of the conditions to the tender offer and consent solicitation.  In addition to the Total Consideration or the Tender Offer Consideration, as the case may be, holders whose notes are accepted in the tender offer will receive accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the applicable payment date.  The Initial Payment Date is expected to be on or about February 14, 2014.

The tender offer and consent solicitation is contingent upon the satisfaction of certain conditions that are more fully set forth in the Offer to Purchase, including, without limitation, (i) the receipt of the required consents to amend and supplement the indenture governing the notes in connection with the Consent Solicitation, (ii) the receipt by the Company of net proceeds from a new debt financing or financings on terms and conditions satisfactory to the Company in an aggregate amount that is sufficient to pay the Total Consideration in respect of all notes, plus estimated fees and expenses relating to the tender offer and consent solicitation and such new debt financing or financings, and (iii) the consummation of any amendments to the Company's existing debt arrangements necessary to permit the transactions contemplated in connection with the tender offer and consent solicitation.   If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes and may terminate the tender offers and consent solicitation in its sole discretion.

This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Requests for documents relating to the tender offer and consent solicitation may be directed to D.F. King & Co., Inc., the Tender Agent and the Information Agent, at (800) 431-9643 or (212) 269-5550 (banks and brokers).  Barclays will act as Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Barclays at (800) 438-3242 (toll free) or (212) 528-7581 (collect).

None of the Company, the Dealer Manager and Solicitation Agent, the Information Agent, the Tender Agent or any other person makes any recommendation as to whether holders of notes should tender their notes, and no one has been authorized to make such a recommendation.

StandardAero is one of the world's largest independent providers of services including engine and airframe maintenance, repair and overhaul, engine component repair, engineering services, interior completions and paint applications. StandardAero serves a diverse array of customers in business and general aviation, airline, military, helicopter, components, energy and VIP completions markets. A Dubai Aerospace Enterprise (DAE) company, StandardAero provides a global service network of 13 primary facilities in the U.S., Canada, Europe, Singapore and Australia, along with an additional 50 sales and field service locations. The company celebrated its 100th year of industry leadership in 2011.

Dubai Aerospace Enterprise (DAE) Ltd is a globally recognized aerospace company specializing in maintenance, repair and overhaul (MRO) services, aircraft completions and aircraft leasing. The Company is headquartered in Dubai and operates in four continents and employs over 4,000 people. More information can be found on the company's web site at www.dubaiaerospace.com.  

This press release contains forward-looking statements conveying management's expectations as to the future based on current plans, estimates and projections. Forward-looking statements involve inherent risks and uncertainties and StandardAero cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to the tender offer and consent solicitation, including the Expiration Date, Consent Payment Deadline, Initial Payment Date, potential financing arrangements and possible completion of the tender offer and consent solicitation. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. StandardAero does not undertake to update any of these statements in light of new information or future events, except, with respect to the tender offer and consent solicitation, as specifically set forth in this press release.

SOURCE StandardAero



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