Portland, Ore. - Erickson Air-Crane Incorporated, a leading operator and the manufacturer of the powerful Erickson S-64 Aircrane heavy-lift helicopter, announces that it has executed a stock purchase agreement for the purchase of Evergreen Helicopters, Inc. (EHI) from Evergreen International Aviation, Inc.
EHI, based in McMinnville, Oregon, is a diversified global provider of air transport services for cargo and personnel to government and commercial customers. EHI was founded by aviation pioneer Mr. Delford Smith. At closing, this transaction would provide Erickson Air-Crane with an incremental fleet of 64 aircraft, consisting of both helicopters and fixed-wing airplanes. This diverse fleet serves a wide range of customers, including significant passenger transport and airlift services for the US military. EHI’s operations span the globe, including a presence in North America, the Middle East, Africa, and Asia Pacific.
In calendar year 2012 EHI’s unaudited revenue was $196.0 million and Adjusted EBITDA was $56.2 million, representing an Adjusted EBITDA margin of over 25 percent. The Company noted that when calculating EBITDA, EHI, in line with certain other aviation companies, adds back the amortization of certain capitalized overhaul costs. We are conforming our Adjusted EBITDA presentation, and adding back amortization of certain capitalized overhaul costs. For purposes of comparability, our 2012 Adjusted EBITDA, which was reported as $44.5 million, is $57.2 million under the new presentation. There is no change to the Company’s reported 2012 income statement or net cash flows due to this change in non-GAAP presentation. For a reconciliation of this non-GAAP financial measure, see “Reconciliation of Non-GAAP Financial Measures” in this press release.
Udo Rieder, President and Chief Executive Officer of Erickson Air-Crane, said, “We are very excited to be on the cusp of truly transforming our business. We are successfully transcending our market position as a leader in heavy-lift operations to build a diverse, global aviation services provider. Our combined company will offer a comprehensive set of capabilities, a world-class customer base, a diverse portfolio of aircraft, and the ability to service nearly every corner of the globe.”
Under the terms of the purchase agreement, EHI is being acquired from EIA for $250.0 million, consisting of $185.0 million in cash, $17.5 million in unsecured promissory notes issued by Erickson Air-Crane, and approximately four million mandatorily convertible preferred shares of Erickson Air-Crane valued at $47.5 million (based on an agreed value of $11.85 per share). The preferred shares are convertible, at the option of the Company, into an equal number of common shares, subject to shareholder approval under NASDAQ marketplace rules, which the Company intends to seek following the closing of the EHI acquisition. In addition, up to $26.3 million in contingent consideration may be payable by Erickson Air-Crane (in cash or promissory notes) to EIA based on certain revenue targets for the calendar years 2013, 2014 and 2015. Successful completion of the acquisition is contingent upon the Company obtaining financing, and subject to other customary closing conditions.
Rieder remarked, “At a purchase price multiple of less than 5.0x EHI’s 2012 Adjusted EBITDA, the acquisition of EHI is expected to be immediately accretive to EAC’s earnings per share."
The transaction is expected to close during the second quarter of 2013. For further information regarding all terms and conditions contained in the stock purchase agreement, please see Erickson Air-Crane’s current report on Form 8-K, which will be filed with the Securities and Exchange Commission in connection with this transaction.
The combination of Erickson Air-Crane’s stand-alone business with the planned acquisitions of Air Amazonia and EHI would, if both transactions close, create a business with pro forma 2012 revenues of approximately $430 million and EBITDA margins of approximately 25%. The combined business would operate a diverse fleet of 100 aircraft.
Rieder commented, “We believe that there are significant opportunities for incremental growth and efficiency embedded within the global operational platform we are assembling. We view these acquisitions as complementary and highly synergistic, and we are looking forward to taking the necessary steps to close the transactions during the second quarter of 2013. The combination of these three businesses would diversify our end-markets, regions serviced, mission capabilities and aircraft types. In addition to significant growth, we believe the combinations carry significant hard cost synergies that could be leveraged throughout the system to increase efficiency, fleet and MRO capacity utilization, and overall economies of scale.”
Rieder concluded, “As we look to the future of our company it is clear that we have begun a new chapter. Never has our vision been broader, our opportunities greater, or our missions more important. Together, our combined companies will leverage our exceptional talent, existing infrastructure, and proven track record of operational efficiency and fleet utilization to better serve our customers and create greater opportunities for our collective vendors and employees. We look forward to welcoming the employees and partners of Air Amazonia and EHI to the Erickson Air-Crane team and we are both grateful and pleased for the ongoing support we receive from our employees, customers, partners and shareholders. We believe our strategy positions us to continue to create value for each of these important constituencies both immediately and over the long-term.”
About Evergreen International Aviation, Inc.
Evergreen International Aviation, Inc., through its subsidiaries, provides air freight and aviation services to air carriers, aviation companies, and governmental agencies worldwide. With international operating authority and a network of global offices and affiliates, Evergreen consists of an international cargo airline that owns and operates a fleet of Boeing 747s, an unlimited aircraft maintenance, repair, and overhaul facility, an aircraft ground handling company, and an aircraft sales and leasing company.
In addition to these endeavors, Evergreen owns and operates Evergreen Agricultural Enterprises and is headquartered near the not-for-profit Evergreen Aviation Museum, home of the Spruce Goose. The company was founded by Delford M. Smith and is based in McMinnville, Oregon.
About Erickson Air-Crane Incorporated
Erickson Air-Crane (NASDAQ: EAC) specializes in the operation and manufacture of the Erickson S-64 Aircrane (the “Aircrane”), a versatile and powerful heavy-lift helicopter. The Aircrane has a lift capacity of up to 25,000 pounds and is the only commercial aircraft built specifically as a flying crane without a fuselage for internal loads. The Aircrane is also the only commercial heavy-lift helicopter with a rear load-facing cockpit, combining an unobstructed view and complete aircraft control for precision lift and load placement capabilities.
Erickson Air-Crane owns and operates a fleet of 18 Aircranes, which are used to support a wide variety of government and commercial customers worldwide across a broad range of aerial services, including firefighting, timber harvesting, infrastructure construction, and crewing. Erickson Air-Crane also manufactures Aircranes and related components for sale to government and commercial customers and provides aftermarket support and maintenance, repair, and overhaul services for the Aircrane and other aircraft. Founded in 1971, Erickson Air-Crane is headquartered in Portland, Oregon with its principal manufacturing facility based in Central Point, Oregon.