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StandardAero Announces Early Tender Results Of Tender Offer And Consent Solicitation

TEMPE, Ariz., Feb. 4, 2014 /PRNewswire/ -- StandardAero announced today the early tender results of the previously announced cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Offer") by its indirect parent, DAE Aviation Holdings, Inc. (the "Company"), with respect to any and all of its outstanding $300,000,000 aggregate principal amount of 11.25% Senior Notes due 2015 (the "Notes").

As of 5:00 p.m., New York City time, on February 3, 2014 (the "Consent Payment Deadline"), $245,093,000 aggregate principal amount of Notes had been validly tendered and not withdrawn, which represented approximately 81.70% of the outstanding aggregate principal amount of the Notes.  Subject to the terms and conditions of the Offer, the Company expects that it will accept for purchase and payment all of the Notes that were validly tendered and not withdrawn on or prior to the Consent Payment Deadline prior to the expiration of the Offer.  The initial payment date for the Notes accepted by the Company in connection with the Consent Payment Deadline is expected to occur on February 5, 2014 (the "Initial Payment Date").  Holders of Notes who tendered their Notes on or prior to the Consent Payment Deadline will receive $1,007.50 per $1,000 principal amount of the Notes validly tendered (which includes the consent payment of $30.00 per $1,000 principal amount of the Notes), plus any accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the Initial Payment Date.  In addition, due to the receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes, the Company will execute a supplemental indenture to the indenture governing the Notes effecting certain amendments (which, among other modifications, will eliminate substantially all of the restrictive covenants and certain events of default in the indenture governing the Notes).

The Offer is described in the Offer to Purchase and Consent Solicitation Statement dated January 21, 2014. Holders who validly tender their Notes after the Consent Payment Deadline, but on or prior to 11:59 p.m., New York City time, on Tuesday, February 18, 2014, unless extended or earlier terminated by the Company (the "Expiration Date"), shall receive the tender offer consideration equal to $977.50 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes from the most recent interest payment date for the Notes to, but not including, the payment date for such Notes. Holders of Notes tendered after the Consent Payment Deadline will not receive any consent payment.  Notes tendered pursuant to the Tender Offer may no longer be withdrawn.   

The Offer and the Company's obligation to accept Notes for purchase and payment is subject to certain previously disclosed conditions, including, without limitation, (i) the receipt by the Company of net proceeds from a new debt financing or financings on terms and conditions satisfactory to the Company in an aggregate amount that is sufficient to pay the total consideration in respect of all Notes, plus estimated fees and expenses relating to the Offer and such new debt financing or financings, and (ii) the consummation of any amendments to the Company's existing debt arrangements necessary to permit the transactions contemplated in connection with Offer.   If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any Notes and may terminate the Offer in its sole discretion.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Requests for documents relating to the Offer may be directed to D.F. King & Co., Inc., the Tender Agent and the Information Agent, at (800) 431-9643 or (212) 269-5550 (banks and brokers).  Barclays is acting as Dealer Manager and Solicitation Agent for the Offer. Questions regarding the Offer may be directed to Barclays at (800) 438-3242 (toll free) or (212) 528-7581 (collect).

None of the Company, the Dealer Manager and Solicitation Agent, the Information Agent, the Tender Agent or any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation.

StandardAero is one of the world's largest independent providers of services including engine and airframe maintenance, repair and overhaul, engine component repair, engineering services, interior completions and paint applications. StandardAero serves a diverse array of customers in business and general aviation, airline, military, helicopter, components, energy and VIP completions markets. A Dubai Aerospace Enterprise (DAE) company, StandardAero provides a global service network of 13 primary facilities in the U.S., Canada, Europe, Singapore and Australia, along with an additional 50 sales and field service locations. The company celebrated its 100th year of industry leadership in 2011.

Dubai Aerospace Enterprise (DAE) Ltd is a globally recognized aerospace company specializing in maintenance, repair and overhaul (MRO) services, aircraft completions and aircraft leasing. The Company is headquartered in Dubai and operates in four continents and employs over 4,000 people. More information can be found on the company's web site at www.dubaiaerospace.com

This press release contains forward-looking statements conveying management's expectations as to the future based on current plans, estimates and projections. Forward-looking statements involve inherent risks and uncertainties and StandardAero cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to the Offer, including the Initial Payment Date, Expiration Date and possible completion of the Offer. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. StandardAero does not undertake to update any of these statements in light of new information or future events, except, with respect to the Offer, as specifically set forth in this press release.

SOURCE StandardAero

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