StandardAero Announces Tender Offer and Consent Solicitation

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.

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Payment Deadline and before the Expiration Date, to accept for purchase any notes validly tendered and not subsequently withdrawn at or prior to the Consent Payment Deadline, subject to satisfaction or waiver of the conditions to the tender offer and consent solicitation.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.