Chorus Aviation Inc. (Jazz Aviation) (Halifax) has announced that it has entered into an agreement to acquire all of the issued and outstanding shares of 519222 Ontario Limited, a holding company that owns Voyageur Airways (North Bay, Ontario) and its related companies, a leading provider of specialized aviation services with international operations.

Voyageur, a Transport Canada approved air operator, is an integrated provider of specialized aviation services, including contract flying operations both internationally and domestically, and offers advanced engineering and maintenance capabilities. Voyageur was founded almost 50 years ago in 1968, and is a private company headquartered at its 200,000 square foot facility in North Bay, Ontario. The company primarily operates within two aviation services sectors:

Specialized contract flying operations. The company operates medical, logistical and humanitarian flights serving blue chip clients comprised primarily of government entities and international non-governmental organizations. Voyageur has a total of 18 aircraft of which 13 are owned and 5 leased with the majority being Bombardier DHC-8-300 and CRJ200 aircraft. Voyageur currently operates in Canada, Africa and Central Asia.

Specialized engineering and advanced maintenance operations. As a certified Design Approval Organization by Transport Canada, the company has developed a number of Supplemental Type Certificates for modifications and improvements for Bombardier regional aircraft. The company is an ‘approved organization’ under Transport Canada, United States Federal Aviation Administration and European Aviation Safety Agency regulations. The company has full in-house design engineering and aircraft modification capabilities for special mission integration and support requirements along with parts sales and manufacturing. The company also has storage and parking capabilities for up to 65 regional aircraft at its North Bay facility.
Voyageur also operates a small fixed-base operation at the North Bay airport providing services such as aircraft fueling, ground handling and aircraft hangar and storage facilities.

The company has a track record of strong financial performance with solid revenue and consistent free cash flow generation. For the last fiscal year ended December 31, 2014, Voyageur generated adjusted EBITDA1 of approximately $16.9 million.

Transaction Details

The purchase price, on a cash free/debt free basis, represents a total enterprise value of approximately $80 million, subject to closing working capital adjustments. Utilizing cash on hand, $47.0 million will be paid at closing, along with the issuance of $8.0 million in Chorus Class B Voting Shares. Approximately, a further $25 million in deferred cash payments will be paid in separate installments over the 36 month period following the closing. The $80 million purchase price is supported by the appraised value of Voyageur’s owned aircraft, real estate and working capital.

The $80 million purchase price represents an attractive multiple of approximately 4.7 times 2014’s adjusted EBITDA1, and will be immediately accretive to Chorus’ consolidated earnings and free cash flow1. This transaction is expected to deliver a healthy return on investment to shareholders, and does not have a negative impact on the current dividend policy.

Closing of the transaction is expected to occur in the second quarter of 2015 and is subject to certain closing conditions, including receipt of TSX, regulatory and other third party approvals, and completion of certain remaining due diligence.

Headquartered in Halifax, Nova Scotia, Chorus was incorporated on September 27, 2010 and is a dividend-paying holding company with various interests including Jazz Aviation Holdings Inc. and Chorus Aviation Holdings II Inc. Chorus Aviation Holdings II Inc. is a holding company to facilitate diversification of Chorus’ business.

Copyright Photo: TMK Photography/AirlinersGallery.com. De Havilland Canada DHC-7-102 Dash 7 C-GLOL (msn 39) arrives at Toronto (Pearson). Since this photo, the aircraft has been operating for the United Nations in Africa.