Category Archives: Evergreen Helicopters

Erickson Air-Crane acquires two Beech 1900Ds and one CASA 212 for Evergreen Helicopters

Erickson Air-Crane logo

Erickson Air-Crane Incorporated (Portland, Oregon) which operates the Erickson S-64 Aircrane, announced that its wholly owned subsidiary, Evergreen Helicopters, Inc. (EHI) (McMinnville, Oregon), has acquired five aircraft for $10.1 million that it has historically leased from a third-party. The acquired aircraft include two Bell 214STs, two Beechcraft 1900Ds and one CASA 212-CC. The Company’s total fleet size remains unchanged at 85 aircraft, now comprised of 35 leased and 50 owned aircraft.

Erickson Air-Crane closed its acquisition of Evergreen Helicopters, Inc.(EHI) from Evergreen International Aviation, Inc. on May 2, 2013.

EHI currently operates a fleet of 65 aircraft of varying rotary-wing and fixed-wing types for a wide range of passenger transport and light, medium and heavy load-carrying missions. This diverse fleet serves both government and commercial customers, including significant and critical programs with the US Military in support of overseas operations. EHI maintains a global presence with operations in North America, the Middle East, Africa, and Asia-Pacific.

Total consideration for the acquisition was: $185.0 million of cash, $17.5 million in unsecured promissory notes issued by Erickson, and approximately four million newly-issued preferred shares, mandatorily 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 now intends to seek. As part of the acquisition, Erickson funded the acquisition by EHI of nine aircraft from an affiliate of EIA for approximately $13 million. As part of its integration plans, the Company will consolidate operations and will incur restructuring and other costs as a result.

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Erickson Air-Crane acquires Evergreen Helicopters, Inc.

Erickson Air-Crane logo

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.

Evergreen International Airlines: AG Slide Show