StandardAero Announces Early Settlement Of Tender Offer And Consent Solicitation

TEMPE, Ariz., Feb. 5, 2014 /PRNewswire/ -- StandardAero announced today the early settlement of the previously announced cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Offer") by its indirect parent, DAE Aviation Holdings, Inc. (the "Company"), with respect to any and all of its outstanding $300,000,000 aggregate principal amount of 11.25% Senior Notes due 2015 (the "Notes").

As of 5:00 p.m., New York City time, on February 3, 2014 (the "Consent Payment Deadline"), $245,093,000 aggregate principal amount of Notes had been validly tendered and not withdrawn, which represented approximately 81.70% of the outstanding aggregate principal amount of the Notes.  On February 5, 2014, the Company accepted for purchase and payment all of the Notes that were validly tendered and not withdrawn on or prior to the Consent Payment Deadline.  The Company used the net proceeds from a new debt financing to fund the payment of consideration and costs related to the Offer.  Holders of Notes who tendered their Notes on or prior to the Consent Payment Deadline received $1,007.50 per $1,000 principal amount of the Notes validly tendered (which included the consent payment of $30.00 per $1,000 principal amount of the Notes), plus any accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, February 5, 2014.  In addition, following receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes, on February 5, 2014, the Company executed a supplemental indenture to the indenture governing the Notes effecting certain amendments (which, among other modifications, eliminated substantially all of the restrictive covenants and certain events of default in the indenture governing the Notes).

On February 5, 2014, the Company also issued a notice of redemption for the $54,907,000 principal amount of Notes not accepted for purchase and payment by the Company pursuant to the Offer at a redemption price equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the redemption date.  The redemption of the Notes will occur on March 7, 2014. 

The Offer is described in the Offer to Purchase and Consent Solicitation Statement dated January 21, 2014. Holders who validly tender their Notes after the Consent Payment Deadline, but on or prior to 11:59 p.m., New York City time, on Tuesday, February 18, 2014, unless extended or earlier terminated by the Company (the "Expiration Date"), shall receive the tender offer consideration equal to $977.50 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes from the most recent interest payment date for the Notes to, but not including, the payment date for such Notes. Holders of Notes tendered after the Consent Payment Deadline will not receive any consent payment.  Notes tendered pursuant to the Tender Offer may no longer be withdrawn.  The Offer is subject to certain customary conditions. 

This press release does not 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 Offer 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 is acting as Dealer Manager and Solicitation Agent for the Offer. Questions regarding the Offer 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 Offer, including the Expiration Date and possible completion of the Offer. 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 Offer, as specifically set forth in this press release.

SOURCE StandardAero