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EAC > SEC Filings for EAC > Form 8-K on 1-May-2013All Recent SEC Filings

Show all filings for ERICKSON AIR-CRANE INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ERICKSON AIR-CRANE INC.


1-May-2013

Entry into a Material Definitive Agreement, Other Events, Financial State


Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2013, we entered into a purchase agreement (the "Purchase Agreement") with our subsidiary identified as guarantor therein (the "EAC Guarantor") and, upon the Closing Date (as defined therein), Evergreen Helicopters, Inc., an Oregon corporation ("Evergreen"), its wholly owned domestic subsidiaries (together with Evergreen and the EAC Guarantor, the "Guarantors") and Deutsche Bank Securities Inc. in its capacity as representative of the several parties listed therein (the "Initial Purchasers") for the issuance and sale of $400.0 million aggregate principal amount of our 8.25% Second Priority Senior Secured Notes due 2020 (the "Notes"). The Notes are guaranteed jointly and severally by the Guarantors. We expect the net proceeds from the offering to be approximately $380 million after deducting the Initial Purchasers' discount and the estimated offering expenses payable by us. The issuance of the Notes is expected to occur on May 2, 2013. The Purchase Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The Notes are being offered in the United States to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the "Securities Act"), and outside the United States in compliance with Regulation S. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

We plan to use the net proceeds from the Notes offering to (i) finance a portion of the purchase price for our previously-announced proposed acquisition of Evergreen, (ii) finance the initial consideration for our previously-announced proposed acquisition of Air Amazonia Serviços Aéreos Ltda., the aerial services business of HRT Participacoes em Petroleo, S.A., (iii) refinance our existing unsecured subordinated notes due 2015 and unsecured subordinated notes due 2016,
(iv) refinance our existing senior secured asset-based revolving credit facility and (v) pay related fees and expenses.


A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Purchase Agreement in this Current Report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.



Item 8.01 Other Events.

On May 1, 2013, the Company entered into an amendment (the "Amendment") to its previously announced Stock Purchase Agreement with Evergreen International Aviation, Inc., an Oregon corporation ("EIA"), Evergreen Helicopters, Inc., an Oregon corporation and wholly owned subsidiary of EIA ("EHI"), EAC Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Company, and Mr. Delford M. Smith. Pursuant to the Amendment, the Company has agreed to acquire an additional aircraft in its acquisition of EHI, to eliminate the Company's obligation to pay a contingent amount of up to $26.25 million that otherwise would have been payable by the Company to EIA if certain revenue targets were met during the years ended December 31, 2013, 2014 and 2015, to reduce the lower working capital target to -$4.15 million, and, if EHI has a working capital shortfall upon the closing of the acquisition of EHI, to accept a last-out, first lien secured promissory note from EIA for the amount of such working capital deficit up to a maximum principal amount of $6.15 million. Any working capital deficit in excess of the principal amount of such note will reduce the cash portion of the purchase price.



Item 9.01 Financial Statements and Exhibits.

Exhibits



Exhibit
  No.                                     Description

10.1         Purchase Agreement, dated as of April 25, 2013, among Erickson
             Air-Crane Incorporated and certain of its subsidiaries named therein,
             Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Stifel
             Nicolaus & Company, Incorporated and Imperial Capital, LLC.


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