Standard Aero prices tender for $200 million of 8¼% notes

By Susanna Moon

Chicago, July 13 - Standard Aero Holdings Inc. said it determined the payout for its cash tender offer for its $200 million of 8¼% senior subordinated notes due 2014.

The company said it would pay $1,091.18 per $1,000 principal amount of the notes, including a $30 per $1,000 consent fee for notes tendered by the consent deadline of 5 p.m. ET on July 13. The company will pay the total consideration minus the consent fee to holders who tender the notes after the consent deadline but by the tender expiration of midnight ET on July 27.

The company will also pay accrued interest up to the settlement date.

The total consideration was determined at 2 p.m. ET on July 13 and was calculated based on a fixed spread of 50 basis points over the yield on the 4.875% U.S. Treasury note due August 15, 2009. The yield on the reference security as described in the offer was 4.953% and the tender offer yield was 5.453%.

The company is also soliciting consents to amend the note indenture to, among other things, eliminate substantially all of the restrictive covenants and certain events of default.

The company needs consents from holders of a majority of notes.

As previously announced, on April 2, Dubai Aerospace Enterprise (DAE) Ltd. agreed to acquire Standard Aero Acquisition Holdings, Inc., the company's direct parent company, and Piedmont/Hawthorne Holdings, Inc.

The acquisition will be completed through the mergers of SAH Merger Sub, Inc. and LMA Merger Sub, Inc., each of which is an indirect wholly owned subsidiary of Dubai Aerospace, with and into Standard Aero Holdings and Landmark Aviation, respectively.

The offer is conditioned upon the closing of the mergers, sufficient financing as well as the execution of a supplemental indenture.

Barclays Capital Inc. is the dealer manager and solicitation agent (call collect 212 412-4072 or 866 307-8991). Global Bondholder Services Corp. is the information agent and depositary (call collect 212 430-3774 or 866 470-4200).

Standard Aero is a Winnipeg, Canada-based company that maintains, repairs and overhauls engine parts, wheels, and braking systems for military and business aircraft.

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