WINNIPEG,
Canada,
July 31 /PRNewswire/ -- Standard Aero Holdings, Inc.
(the "Company") announced today that it has received, as of 12:00 midnight,
New York City time, on
July 27, 2007, tenders and consents from holders of
100% of the aggregate principal amount of the Company's 81/4% Senior
Subordinated Notes due 2014 (the "Notes") in connection with its cash tender
offer and consent solicitation for the Notes, which commenced on
June 29, 2007
(the "Offer"). The Offer is being conducted in connection with the previously
announced merger pursuant to which Dubai Aerospace Enterprise (DAE) Ltd ("DAE")
will acquire Standard Aero Acquisition Holdings, Inc., the Company's direct
parent company ("Standard Aero Holdings"), and Piedmont/Hawthorne Holdings,
Inc. ("Landmark Aviation"). Subject to the terms and conditions of the merger
agreement, dated as of
April 2, 2007, by and among DAE, Standard Aero Holdings
and Landmark Aviation (the "Merger Agreement"), the acquisition will be
completed through the mergers (the "Mergers") of SAH Merger Sub, Inc. and LMA
Merger Sub, Inc., each of which is an indirect wholly-owned subsidiary of DAE,
with and into Standard Aero Holdings and Landmark Aviation, respectively. As
a result of the Mergers, Standard Aero Holdings and Landmark Aviation will
each become indirect wholly-owned subsidiaries of DAE. The completion of the
Offer is conditioned on, among other things, the closing of the Mergers.
The consent solicitation expired at 5:00 p.m. New York City time, on July
13, 2007 (the "Consent Time"). Holders who validly tendered Notes on or prior
to the Consent Time will receive a consent payment of $30 per $1,000 principal
amount of the Notes validly tendered and accepted for purchase (the "Consent
Payment"), in addition to the tender offer consideration. Holders who validly
tendered Notes after the Consent Time, but before the expiration of the tender
offer will not receive the Consent Payment, and will receive payment of the
tender offer consideration for Notes accepted for purchase on the applicable
settlement date in accordance with the terms of the Offer Documents (as
defined below). In either case, all Holders who validly tendered Notes will
receive accrued and unpaid interest up to, but not including, the date of
settlement. The tender offer expired at 12:00 midnight, New York City time,
on July 27, 2007 (the "Expiration Time").
Barclays Capital Inc. is acting as sole Dealer Manager for the Offer and
as the Solicitation Agent for the Consent Solicitation. Barclays Capital Inc.
can be contacted at (212) 412-4072 (collect) or (866) 307-8991 (toll-free).
Global Bondholder Services Corporation is the Information Agent and Depositary
and can be contacted at (212) 430-3774 (collect) or (866) 470-4200 (toll free).
Copies of the Offer Documents (as defined below) and other related documents
may be amended from time to time and may be obtained from the Information
Agent.
The tender offer and consent solicitation are being made solely on the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated June 29, 2007 and the related Consent and Letter
of Transmittal, as the same may be amended from time to time (the "Offer
Documents"). Under no circumstances shall this press release constitute an
offer to buy or the solicitation of an offer to sell any securities of the
Company. The Offer is being made solely pursuant to the Offer Documents.
This press release also is not a solicitation of consents to the proposed
amendments to the Indenture. The Offer is being made to holders of Notes in
any jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
No recommendation is made as to whether holders of the Notes should tender
their Notes or give their consent to the proposed amendments to the Indenture.
None of the Company, DAE, the Dealer Manager, the Information Agent or the
Depositary makes any recommendation as to whether holders of the Notes should
tender their Notes or consent to the proposed amendments to the Indenture and
no one has been authorized by any of them to make such recommendations.
Holders must make their own decisions as to whether to consent to the proposed
amendments to the Indenture and to tender the Notes.
About Standard Aero Holdings, Inc.
Standard Aero is a leading independent provider of aftermarket maintenance,
repair and overhaul ("MRO") services for gas turbine engines used primarily
for military, regional and business aircraft. Standard Aero provides MRO
services on a wide range of aircraft and industrial engines and provides its
customers with comprehensive, value-added maintenance engineering and redesign
solutions. For further information about Standard Aero Holdings, Inc., visit
the Company's website at http://www.standardaero.com.
Forward-Looking Statements
This press release contains forward-looking statements based on current
Company management expectations. Those forward-looking statements include all
statements other than those made solely with respect to historical fact.
Numerous risks, uncertainties and other factors may cause actual results to
differ materially from those expressed in any forward-looking statements.
These factors include, but are not limited to, (1) our ability to design,
implement and maintain controls and procedures designed to prevent material
weaknesses, which could cause us to fail to meet our periodic reporting
obligations or result in errors or restatements; (2) general conditions in the
military, regional or business aviation industry; (3) military spending and
outsourcing trends; (4) the size and age of the installed base of engines that
we service; (5) inflation, interest rates, exchange rates, market and monetary
fluctuations and other risks related to our international operations; (6) the
effect of, and changes in, regulation and government policy; (7) our ability
to increase market share and control expenses; (8) our ability to keep pace
with technological changes; (9) the impact of general economic conditions on
our customers; (10) our ability to obtain new contracts and authorizations to
service existing and new engines; (11) returns on our investment in new engine
programs; (12) our success at managing the risks of the foregoing; (13) the
Company's ability to execute its strategic initiatives successfully; (14) the
proposed Mergers as part of which the Company would be acquired by a wholly-
owned subsidiary of DAE; (15) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement;
(16) the outcome of any legal proceedings that may be instituted against the
Company and others relating to the Merger Agreement; (17) the inability to
complete the proposed Mergers due to the failure to obtain certain
governmental approvals or the failure to satisfy other conditions to
consummate the proposed Mergers; (18) risks that the proposed Mergers disrupt
current plans and operations and the potential difficulties in employee
retention as a result of the proposed Mergers; (19) the effect of the
announcement and pendency of the proposed Mergers on our customer
relationships, operating results and business generally; (20) the amount of
the costs, fees, expenses and charges related to the proposed Mergers; and (21)
other risks described from time to time in the Company's filings with the SEC,
including the Annual Report on Form 10-K for the year ended December 31, 2006,
filed on March 13, 2007. Many of the factors that will determine the outcome
of the subject matter of this press release are beyond the Company's ability
to control or predict. The Company undertakes no obligation to revise or
update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.