Evergreen Aviation announces sale of Evergreen Helicopters
March 26, 2013 By Carey Fredericks
March 26, 2013, McMinnville, Or. - Evergreen International Aviation, Inc. announces it has executed a stock purchase agreement for the sale of Evergreen Helicopters, Inc. to Erickson Air Crane Incorporated.
Mr. Delford M. Smith, who founded EHI in 1960 and serves as Evergreen's Chief Executive Officer, said, “I am very proud of having built EHI into a worldwide leader in helicopter services and have always been committed to ensuring that EHI deliver the highest level of service to its customers and be positioned for continued growth. EHI is proud to have been a pioneer in deploying the helicopter as an angel of mercy and an industrial workhorse. The combination of EHI and Erickson provides the opportunity for EHI to maintain its momentum and continue to provide excellent service to its customers, while at the same time providing Evergreen with the necessary liquidity and other resources to ensure the long-term success of the airlines and our other remaining businesses."
Mr. Smith, a pioneer in the aviation industry, an American patriot, and winner of the prestigious Wright Brothers Award, further stated "I am happy that EHI will remain in the State of Oregon under the umbrella of Portland-based Erickson, an excellent company with a bright future.”
Under the terms of the stock purchase agreement, Erickson will acquire EHI in a transaction valued at up to $276.3 million, consisting of $185.0 million in cash, $17.5 million in unsecured promissory notes issued by Erickson, approximately four million mandatorily convertible preferred shares of Erickson valued at $47.5 million (based on an agreed value of $11.85 per share), and up to $26.3 million in earn-out payments based on certain revenue targets for calendar years 2013, 2014 and 2015. The preferred shares are automatically convertible into an equal number of common shares of Erickson following notice from Erickson that such conversion has been approved by Erickson's shareholders as required under NASDAQ Marketplace Rules, which Erickson intends to seek following the closing of the transaction. A substantial portion of the cash, the entire principal amount of the promissory notes and all of the preferred shares received by Evergreen at the closing will be used to pay down loans outstanding under Evergreen's first and second lien credit facilities. Successful completion of the acquisition is contingent upon Erickson obtaining debt financing, and subject to other customary closing conditions. The transaction is expected to close during the second quarter of 2013.
Mr. Smith concluded, “The sale of EHI provides us with needed capital to repay existing debt and gives us the liquidity to support our airline and remaining businesses. Our commitment to building a world-class airline business has never been greater, and we are thankful for the support of our customers, suppliers, vendors and employees as we continue our journey.”