Erickson Air-Crane Announces Acquisition of Evergreen Helicopters, Inc.

  Erickson Air-Crane Announces Acquisition of Evergreen Helicopters, Inc.

 -- Transformative, Accretive Acquisition of Global, Diversified Air Services
                                 Business --

            -- Acquisition Would Double the Size of the Company --

Business Wire

PORTLAND, Ore. -- March 19, 2013

Erickson Air-Crane Incorporated (NASDAQ: EAC) (“Erickson Air-Crane”, the
“Company”, “we”, “us” and “our”), a leading operator and the manufacturer of
the powerful Erickson S-64 Aircrane heavy-lift helicopter, today announced
that it has executed a stock purchase agreement for the purchase of Evergreen
Helicopters, Inc. (“EHI”) from Evergreen International Aviation, Inc. (“EIA”).

EHI, based in McMinnville, Oregon, 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

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

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. For
further information regarding all terms and conditions contained in the stock
purchase agreement, please see Erickson Air-Crane’s current report on Form
8-K, which will be filed with the Securities and Exchange Commission in
connection with this transaction.

The combination of Erickson Air-Crane’s stand-alone business with the planned
acquisitions of Air Amazonia and EHI would, if both transactions close, create
a business with pro forma 2012 revenues of approximately $430 million and
EBITDA margins of approximately 25%. The combined business would operate a
diverse fleet of 100 aircraft.

Rieder commented, “We believe that there are significant opportunities for
incremental growth and efficiency embedded within the global operational
platform we are assembling. We view these acquisitions as complementary and
highly synergistic, and we are looking forward to taking the necessary steps
to close the transactions during the second quarter of 2013. The combination
of these three businesses would diversify our end-markets, regions serviced,
mission capabilities and aircraft types. In addition to significant growth, we
believe the combinations carry significant hard cost synergies that could be
leveraged throughout the system to increase efficiency, fleet and MRO capacity
utilization, and overall economies of scale.”

Rieder concluded, “As we look to the future of our company it is clear that we
have begun a new chapter. Never has our vision been broader, our opportunities
greater, or our missions more important. Together, our combined companies will
leverage our exceptional talent, existing infrastructure, and proven track
record of operational efficiency and fleet utilization to better serve our
customers and create greater opportunities for our collective vendors and
employees. We look forward to welcoming the employees and partners of Air
Amazonia and EHI to the Erickson Air-Crane team and we are both grateful and
pleased for the ongoing support we receive from our employees, customers,
partners and shareholders. We believe our strategy positions us to continue to
create value for each of these important constituencies both immediately and
over the long-term.”

Conference Call

Management will host a conference call on Wednesday March 20, at 8:30 a.m. ET
to discuss the acquisition of Evergreen Helicopters, Inc. To access the call,
please dial into the conference at least 10 minutes prior to the beginning of
the call at 888-503-8169. International callers should dial 719-785-1765. The
access code is 6498798. A live webcast with slides will also be available at

The audio webcast replay will be available afterward on our investor relations
site, and a telephone replay of the call will be available by dialing
877-870-5176 and entering access code 6498798. International callers can
listen to the replay by dialing 858-384-5517 using the same access code above.
The conference call replay will be available for five business days, beginning
at 11:30 a.m. ET on Wednesday, March 20.

About Erickson Air-Crane Incorporated

Erickson Air-Crane specializes in the operation and manufacture of the
Erickson S-64 Aircrane (the “Aircrane”), a versatile and powerful heavy-lift
helicopter. The Aircrane has a lift capacity of up to 25,000 pounds and is the
only commercial aircraft built specifically as a flying crane without a
fuselage for internal loads. The Aircrane is also the only commercial
heavy-lift helicopter with a rear load-facing cockpit, combining an
unobstructed view and complete aircraft control for precision lift and load
placement capabilities. Erickson Air-Crane owns and operates a fleet of 18
Aircranes, which are used to support a wide variety of government and
commercial customers worldwide across a broad range of aerial services,
including firefighting, timber harvesting, infrastructure construction, and
crewing. Erickson Air-Crane also manufactures Aircranes and related components
for sale to government and commercial customers and provides aftermarket
support and maintenance, repair, and overhaul services for the Aircrane and
other aircraft. Founded in 1971, Erickson Air-Crane is headquartered in
Portland, Oregon with its principal manufacturing facility based in Central
Point, Oregon. For more information, please visit

About Evergreen International Aviation, Inc.

Evergreen International Aviation, Inc., through its subsidiaries, provides air
freight and aviation services to air carriers, aviation companies, and
governmental agencies worldwide. With international operating authority and a
network of global offices and affiliates, Evergreen consists of an
international cargo airline that owns and operates a fleet of Boeing 747s, an
unlimited aircraft maintenance, repair, and overhaul facility, an aircraft
ground handling company, and an aircraft sales and leasing company. In
addition to these endeavors, Evergreen owns and operates Evergreen
Agricultural Enterprises and is headquartered near the not-for-profit
Evergreen Aviation Museum, home of the Spruce Goose. The company was founded
by Delford M. Smith and is based in McMinnville, Oregon. For more information,
please visit

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are subject to
substantial risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in or suggested by the
forward-looking statements. You can identify forward-looking statements by
words such as “believe,” “may,” “estimate,” “continue,” “anticipate,”
“intend,” “plan,” “expect,” “predict,” “potential,” or the negative of these
terms or other comparable terminology. These forward-looking statements are
based on management's current expectations but they involve a number of risks
and uncertainties. Actual results and the timing of events could differ
materially from those anticipated in the forward-looking statements as a
result of risks and uncertainties, which include the possibility that we do
not complete the acquisition of the Air Amazonia business or EHI, or realize
the benefits of these acquisitions, on a timely basis or at all, the ability
to integrate these businesses successfully or in a timely and cost-efficient
manner, the ability to successfully enter new markets and manage international
expansion, failure to obtain any required financing on favorable terms,
including the possibility that the commitment letter from Wells Fargo Bank
expires, our safety record, the hazards associated with operating Aircranes,
compliance with debt obligations, cancellations, reductions or delays in
customer orders, ability to collect on customer receivables, weather and
seasonal fluctuations that impact Aircrane activities, competition, reliance
on a small number of large customers, the impact of short-term contracts, the
availability and size of the Aircrane fleet, the ability to implement
production rate changes, the impact of government spending, the impact of
product liability and product warranties, the ability to attract and retain
qualified personnel, the impact of environmental regulations, the ability to
accurately forecast financial guidance, convert backlog into revenues, and
appropriately plan expenses, worldwide economic conditions (including
conditions in Greece and Italy), government regulation, ability to attract and
retain key personnel, reliance on a small number of manufacturers, the
necessity to provide components or services to owners and operators of
aircraft, effectively manage growth, keep pace with changes in technology,
adequately protect our intellectual property, successfully enter new markets,
manage international expansion, expand and diversify its customer base, expand
and market manufacturing and maintenance, repair and overhaul services, the
potential unionization of employees, the fluctuation in the price of fuel, the
ability to access public or private debt markets, the obligations of being a
new public company, the impact of equipment failures or other events impacting
the operation of our factories, and successfully manage any future
acquisitions, and other risks and uncertainties more fully described under the
heading “Risk Factors” in the Company’s most recently filed Annual Report on
Form 10-K as well as the other reports Erickson Air-Crane has filed with the

You should not place undue reliance on any forward-looking statements.
Erickson Air-Crane assumes no obligation to update forward-looking statements
to reflect actual results, changes in assumptions, or changes in other factors
affecting forward-looking information, except to the extent required by
applicable laws.

Reconciliation of Non-GAAP Financial Measures

The Company uses adjusted EBITDA (“Adjusted EBITDA”) in managing our business.
We define EBITDA as net income (loss) before interest expense, net, provision
for (benefit from) income taxes, and depreciation and amortization and the
adjustments to EBITDA to be non-cash unrealized mark-to-market foreign
exchange gains (losses), specified litigation expenses, certain management
fees, gains from sale of equipment, non-cash charges arising from awards to
employees relating to equity interests, non-cash charges relating to
financings, initial public offering-related non-capitalized expenses,
acquisition due diligence and transaction related expenses, and other unusual,
extraordinary, non-recurring non-cash costs. This is a financial measure not
prepared in accordance with accounting principles generally accepted in the
United States ("GAAP"). We have provided a reconciliation below of EBITDA to
net income (loss), the most directly comparable GAAP financial measure. We are
also providing a reconciliation of our Adjusted EBITDA which is defined as
EBITDA plus adding back the amortization of certain capitalized overhaul
costs. In addition, we are presenting a reconciliation below of the EBITDA and
Adjusted EBITDA of EHI, to its net income as reported in its unaudited
management accounts for 2012. Neither EBITDA nor Adjusted EBITDA should be
considered an alternative to revenue or net income (loss) as a measure of
operating performance, to cash flows from operating activities as a measure of
liquidity, or to any other measure of financial performance presented in
accordance with GAAP. We present EBITDA and Adjusted EBITDA because we believe
they are important measures of our operating performance and provide more
comparability between our historical results and the unaudited management
accounts of EHI’s historical results by taking into account our capital
structure including (i) changes in our asset base (depreciation and
amortization) from acquisitions and from capital expenditures, and (ii)
changes in interest expense and amortization of financing costs. Because not
all companies use identical calculations, our presentation of EBITDA and
Adjusted EBITDA may not be comparable to similarly titled measures of other

EBITDA and Adjusted EBITDA Reconciliation for Erickson-Air Crane, Inc. (all
numbers in thousands):

                                                                  Year Ended
                                                                  December 31,
  EBITDA and Adjusted EBITDA Reconciliation
  Net income (loss) attributable to Erickson Air-Crane,           $ 15,230
  Interest expense, net                                           6,990
  Tax expense (benefit)                                           10,213
  Depreciation                                                    8,976
  Amortization of Aircrane component overhauls                    12,734
  Amortization of debt issuance costs                             1,174
  EBITDA                                                          $ 55,317
  Non-cash charges from awards to employees of equity interests   2,118
  Non-cash unrealized mark-to-market foreign exchange gains       322
  Acquisition related expenses                                    242
  Other noncash (gains) losses                                    (795)    (1)
  Adjusted EBITDA                                                 $ 57,204

(1) The $0.8million relates to the removal of the Canadian Revenue Authority
reserve that was included as an addback for the fourth quarter 2010 charges.

EBITDA and Adjusted EBITDA Reconciliation for Evergreen Helicopters, Inc.
based on unaudited preliminary EHI management accounts for 2012 (all numbers
in thousands):

                                                                  Year Ended
                                                                  December 31,
  EBITDA and Adjusted EBITDA Reconciliation
  Net income (loss)                                               $    17,806
  Interest expense, net                                                1,582
  Tax expense (benefit)                                                16,798
  Depreciation                                                         10,848
  Amortization of aircraft component overhauls                         6,136
  Amortization of debt issuance costs                                  -
  EBITDA                                                          $    53,170
  Impairment charges                                                   2,799
  Cost of financing                                                    255
  Non-cash charges from awards to employees of equity interests        -
  Non-cash unrealized mark-to-market foreign exchange gains            -
  Acquisition related expenses                                         -
  Other noncash (gains) losses                                         -
  Adjusted EBITDA                                                 $    56,224


Erickson Air-Crane Incorporated
Dave Finnie, Senior Director, Finance and Business Operations
Investor Relations:
ICR, Inc.
James Palczynski, 203-682-8229
Media Contacts:
ICR, Inc.
Anton Nicholas, 203-682-8245
Phil Denning, 203-682-8246
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