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Pemco Aviation Group, Inc. (NASDAQ: PAGI) announced today that it
has entered into a definitive agreement to sell its subsidiary, Pemco
World Air Services, Inc. to an affiliate of Sun Capital Partners, Inc.
for an aggregate purchase price of approximately $43 million.
Pemco World Air Services, Inc., which will retain the name
"Pemco," constitutes the commercial services segment of PAGI, and has
historically provided commercial aircraft maintenance and modification
services on a contract basis to the owners and operators of large
commercial aircraft. Following the completion of the sale, PAGI will
continue to provide aircraft maintenance and modification services for
government and military customers under the name "DefensePemco, Inc."
or another name which does not contain the name "Pemco."
"This transaction permits PAGI to pay off all of its bank debt,
fund pension plan liabilities and still have a cash balance of
approximately $10 million. In addition, PAGI is in discussions for a
new credit line for the remaining business," said Michael E.
Tennenbaum, Chairman of PAGI. "PAGI's Board is committed to a major
increase in DefensePemco's military business, and now plenty of
capital will be available for any large growth in the short term."
"This sale demonstrates the excellent performance of Pemco's
commercial business," said Ron Aramini, President and CEO of PAGI.
The transaction is subject to the approval of PAGI's stockholders
as well as other customary closing conditions. The transaction is
currently expected to close in the fall of 2007. The time, location
and other details regarding PAGI's stockholders meeting will be
communicated to stockholders at a later date.
The Finance Committee of PAGI's Board of Directors retained SMH
Capital, Inc. as its financial advisor with respect to the
transaction.
Gary M. Talarico, Managing Director, Sun Capital Partners, Inc.,
added, "Pemco is a leading international aviation maintenance provider
for both wide and narrow body aircraft for major airlines including
Southwest Airlines and Northwest Airlines, as well as one of the
leading third party cargo conversion operators for 19 different models
of aircraft. We look forward to working with Pemco's management team
to further expand its maintenance business and to expand its
conversion services into new types of aircraft."
Participating with Sun Capital in the acquisition is industry
veteran Wake Smith, who most recently served as Chief Operating
Officer of Atlas Air and Polar Air Cargo, leading international
aviation services and air cargo companies.
About Pemco Aviation Group, Inc.
PAGI, with executive offices in Birmingham, Alabama, and
facilities in Alabama and California, performs maintenance and
modification of aircraft for the U.S. Government and for foreign and
domestic commercial customers. The Company also provides aircraft
parts and support and engineering services, in addition to developing
and manufacturing aircraft cargo systems, rocket vehicles and control
systems, and precision components.. For more information go to
www.pemcoaviationgroup.com.
About Sun Capital Partners, Inc.
Sun Capital Partners, Inc. is a leading private investment firm
focused on leveraged buyouts, equity, debt, and other investments in
market-leading companies that can benefit from its in-house operating
professionals and experience. Sun Capital affiliates have invested in
and managed more than 160 companies worldwide with combined sales in
excess of $35.0 billion since Sun Capital's inception in 1995. Sun
Capital has offices in Boca Raton, Los Angeles, and New York, as well
as affiliates with offices in London, Tokyo, and Shenzhen. For more
information, please visit www.SunCapPart.com.
Additional Information Regarding the Transaction
This communication is not a solicitation of a proxy from any
security holder of PAGI, and PAGI will be filing a proxy statement
("Proxy Statement") with the Securities and Exchange Commission
("SEC") in connection with the sale of Pemco. In addition, PAGI will
file other information and documents concerning the sale and its
business with the SEC. WE URGE INVESTORS TO REVIEW THE PROXY STATEMENT
AND OTHER INFORMATION TO BE FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. These documents will be available
without charge on the SEC's web site at www.sec.gov and may be
obtained without charge from the SEC at telephone number 800-SEC-0330.
INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING ANY
VOTING DECISIONS.
The officers and directors of PAGI may have interests in the sale
of Pemco, some of which may differ from, or may be in addition to,
those of the stockholders of PAGI generally. A description of the
interests that the officers and directors of PAGI have in the sale
will be available in the Proxy Statement.
In addition, PAGI, its officers, directors and certain other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders of
PAGI in favor of the sale of Pemco. Information about the officers and
directors of PAGI and their ownership of PAGI securities is set forth
in the proxy statement for PAGI's 2007 Annual Meeting of Stockholders
filed with the SEC on April 27, 2007. Investors may obtain more
detailed information concerning PAGI by reading the Proxy Statement
when it is filed with the SEC.
Forward-Looking Statements
This press release contains forward-looking statements made in
reliance on the safe harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements may be identified
by their use of words, such as "believe," "expect," "intend" and other
words and terms of similar meaning, in connection with any discussion
of the Company's prospects, financial statements, business, financial
condition, revenues, results of operations or liquidity. Factors that
could affect the Company's forward-looking statements include, among
other things: the possibility that the sale of Pemco may not close on
the terms described in this release, or at all; changes in global or
domestic economic conditions; the loss of one or more of the Company's
major customers; the Company's ability to obtain additional contracts
and perform under existing contracts; the outcome of pending and
future litigation and the costs of defending such litigation;
financial difficulties experienced by the Company's customers;
potential environmental and other liabilities; the inability of the
Company to obtain additional financing; material weaknesses in the
Company's internal control over financial reporting; regulatory
changes that adversely affect the Company's business; loss of key
personnel; and other risks detailed from time to time in the Company's
SEC reports, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2006. The Company cautions readers not to
place undue reliance on any forward-looking statements, which speak
only as of the date on which they are made. The Company does not
undertake any obligation to update or revise any forward-looking
statements and is not responsible for changes made to this release by
wire services or Internet services.
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