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Published on 7/31/2007 in the Prospect News High Yield Daily.

Standard Aero gets tenders for all $200 million 8¼% senior notes

By Laura Lutz

Des Moines, July 31 - Standard Aero Holdings Inc. said it received tenders for all $200 million principal amount of its 8¼% senior subordinated notes due 2014.

The tender offer launched on June 29 and expired at midnight ET on July 27.

For each $1,000 principal amount of notes tendered, the company said it would pay $1,091.18, 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 tendered notes after the consent deadline.

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 Aug. 15, 2009. The yield on the reference security as described in the offer was 4.953% and the tender offer yield was 5.453%.

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 tender offer was conducted in connection with that acquisition. The company also sought consents to amend the note indenture to, among other things, eliminate substantially all of the restrictive covenants and certain events of default.

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

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

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

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


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