Erickson Air-Crane Incorporated (Portland, Oregon), a leading operator and the manufacturer of the powerful Erickson S-64 Aircrane heavy-lift helicopter, has announced that it has executed a stock purchase agreement for the purchase of Evergreen Helicopters, Inc. (EHI) (McMinnville, Oregon) from Evergreen International Aviation, Inc.
EHI 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%. 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.
Evergreen International Aviation, Inc. continues to operate Evergreen International Airlines (Marana). Delford M. Smith originally founded the company as Evergreen Helicopters in 1960.