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Financial Restructuring News Release
Hawker Beechcraft Reaches Agreement with Lenders to Reduce Debt, Strengthen Company for the Future
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Restructuring Plan Supported by a Majority of Senior Secured Lenders and Senior Bondholders
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Company Initiates Voluntary Chapter 11 Process to Implement Prearranged Restructuring
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Senior Lenders to Provide $400 Million in DIP Financing
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All Orders Will Be Fulfilled and Service to Customers Will Continue Uninterrupted |
WICHITA, Kan. (May 3, 2012) – Hawker Beechcraft, Inc. today announced that it has reached an agreement with a significant number of its senior secured lenders and senior bondholders on the terms of a financial restructuring plan that will strengthen the company for the future and eliminate approximately $2.5 billion in debt and approximately $125 million of annual cash interest expense. To implement the terms of the prearranged restructuring expeditiously, Hawker Beechcraft and certain of its subsidiaries today filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The terms of the prearranged restructuring agreement will take effect when the company’s reorganization plan is confirmed by the Court and the Chapter 11 case is concluded.
As part of the prearranged restructuring, Hawker Beechcraft obtained a commitment for $400 million in Debtor-in-Possession (DIP) financing, which will enable it to continue paying employees, suppliers, vendors and others in the normal course of business.
Robert S. (Steve) Miller, CEO of Hawker Beechcraft, Inc., said, “We are pleased to have reached an agreement with our largest lenders and bondholders on a solution to stabilize and improve our capital structure. In the last three years, the company has made aggressive transformational changes in all operational functions, and today’s announcement represents the next step forward. Restructuring our balance sheet and recapitalizing the company in partnership with our debtholders will dramatically improve Hawker Beechcraft’s ability to compete in a rapidly changing environment.”
Hawker Beechcraft continues to operate in the normal course of business and serve its customers around the world. All orders for available products will be fulfilled and the company’s commitment to providing the best products and service in the industry remains unchanged. Further, the company will comply with all Department of Defense acquisition and maintenance contracts, as well as agreements with international air forces including, but not limited to, the recently announced sale of T-6C+ trainer aircraft to Mexico. Hawker Beechcraft is also committed to moving forward with its bid to provide the U.S. Air Force with the AT-6 in support of the Light Air Support contract.
Reorganization Plan
A prearranged Chapter 11 filing means the company has secured the support of a majority of its lenders and senior bondholders for its proposed financial restructuring prior to the Chapter 11 filing with the Court. Financial institutions representing more than two-thirds the company’s bank and senior bond debt are parties to the agreement.
Upon confirmation by the Court and consummation of the plan, equity ownership in Hawker Beechcraft will be transferred to holders of the company’s secured debt, bond debt and certain other unsecured creditors.
Business Continuity
Hawker Beechcraft will continue its operations without interruption and meet its ongoing commitments to customers during the restructuring process. Specifically, deposits and progress payments will be secure and all customer orders for available products will be fulfilled. The company believes the size of the DIP financing commitment will be sufficient to maintain adequate and stable working capital and liquidity positions. The company expects to meet its obligations to its suppliers and employees in the ordinary course during the recapitalization process.
Miller continued, “As we have worked to develop this long-term plan to recapitalize the company and strongly position Hawker Beechcraft for the future, our employees have continued to build the best airplanes in the world and provide our owners with the most comprehensive global customer support in the industry. The protections provided by the U.S. Bankruptcy Code and the financing commitment we have obtained put Hawker Beechcraft in a great position to continue to do so throughout the restructuring process.”
Financing
The agreement includes a commitment from certain members of the senior lender group to provide $400 million in DIP financing, which the company expects will ensure sufficient liquidity during the reorganization process. Upon approval, this DIP facility will be available to fund Hawker Beechcraft’s operations, pay its suppliers and vendors and for other corporate purposes.
Background on Chapter 11
Chapter 11 of the U.S. Bankruptcy Code allows a company to continue operating its business and managing its assets in the ordinary course of business. The U.S. Congress enacted Chapter 11 to encourage and enable a company to continue to operate while restructuring its business, thereby preserving jobs and maximizing the recovery for all its stakeholders.
Important Note
The transaction described above is subject to numerous closing conditions and is not an offer to sell securities or a solicitation of an offer to purchase any securities.
The company’s legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal.
This release is not intended as a solicitation for a vote on the Plan of Reorganization.
Hawker Beechcraft, Inc., the parent company of Hawker Beechcraft Corporation, is a world-leading manufacturer of business, special mission, light attack and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and major facilities are located in Wichita, Kan., with operations in Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with a global network of more than 100 factory-owned and authorized service centers. For more information, visit www.beechcraft.com.
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Chapter 11 Fact Sheet and FAQ
1. What did Hawker Beechcraft announce on May 3, 2012?
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Hawker Beechcraft announced that it has reached an agreement with a significant majority of its largest debtholders on the terms of a financial restructuring plan that will eliminate approximately $2.5 billion in debt and strengthen the company for the future.
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To implement the terms of the prearranged restructuring on an expeditious basis, Hawker Beechcraft and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Court granted approval of the company’s "First Day Motions" on May 4, 2012.
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The purpose of Hawker Beechcraft’s financial restructuring is to strengthen its balance sheet in order to fully support the company’s operations and service its debt.
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2. What are the terms of the agreement?
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Under the terms of the plan we filed with the Court, Hawker Beechcraft will eliminate approximately $2.5 billion in debt and approximately $125 million of annual cash interest expense. |
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In exchange for eliminating this debt, and upon confirmation by the Court and consummation of the plan, equity ownership in Hawker Beechcraft will be transferred to holders of the company’s secured debt, bond debt and certain other unsecured creditors. |
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As part of the prearranged restructuring, Hawker Beechcraft has obtained a commitment for $400 million in Debtor-in-Possession (DIP) financing, which will enable it to pay all vendors and suppliers in the ordinary course for goods and services delivered after the commencement of the Chapter 11 case. This agreement with our largest lenders and bondholders will stabilize and improve Hawker Beechcraft’s capital structure. |
3. What is Chapter 11?
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A Chapter 11 filing is a voluntary action that allows a company to operate its businesses in the normal course while it restructures or recapitalizes to improve its long-term financial health. During a Chapter 11 proceeding, the company reorganizes financially and, at times, operationally. |
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Companies commonly file for Chapter 11 voluntarily because it provides them with legal protection and a Court-overseen process that makes it easier for the company to restructure its debts, recapitalize its balance sheet and emerge as a stronger, more viable business. |
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Chapter 11 is entirely different from other kinds of bankruptcy proceedings where the focus is on liquidating the company. Hawker Beechcraft is not going out of business. |
4. Why did Hawker Beechcraft decide to file for Chapter 11?
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As previously announced, Hawker Beechcraft has been working closely with its senior secured lenders and senior bondholders toward a comprehensive recapitalization that will better position the company for the future. |
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Hawker Beechcraft has reached an agreement with a majority of its senior secured lenders and senior bondholders on the terms of a financial restructuring, which is being implemented through a voluntary prearranged Chapter 11 filing. This is the quickest and most effective way to implement the terms of our agreement with our senior secured lenders and senior bondholders. |
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Restructuring our balance sheet and recapitalizing the company under the protection of the U.S. Bankruptcy Code and in partnership with our lenders will dramatically improve Hawker Beechcraft’s ability to compete in a rapidly changing environment. |
5. How does filing for Chapter 11 help Hawker Beechcraft?
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The purpose of Hawker Beechcraft’s financial restructuring is to strengthen its balance sheet in order to fully support the company’s operations and service its debt. Despite the aggressive transformational changes in all operational functions that the company has implemented over the last three years, the company’s debt load restricted its ability to succeed and fully execute on its strategy. This process will relieve the company of a significant amount of that debt. |
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The recapitalization of the company is a huge step forward toward completing the transformation of the company and ensuring that Hawker Beechcraft continues manufacturing the best airplanes and providing first-class service and support. |
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Hawker Beechcraft expects to emerge from this process as a stronger company with a healthy balance sheet. |
6. What is a prearranged Chapter 11 filing?
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A prearranged Chapter 11 filing means the company has secured the support of the significant majority of its senior secured lenders and senior bondholders for its financial restructuring prior to the Chapter 11 filing with the Court. |
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By reaching agreement with its key creditor constituents in advance, Hawker Beechcraft anticipates that its Chapter 11 cases will be concluded by the end of 2012 and that the company will emerge from Chapter 11 as a strong and healthy business. |
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Many companies have utilized Chapter 11 to implement financial restructurings in this way. |
7. How will this agreement and the Chapter 11 filing affect the company’s day-to-day operations?
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This process should have little impact on the company’s day-to-day operations. Hawker Beechcraft has received authority from the Court to continue to operate on a normal basis during the in-Court restructuring, and we have received commitments for financing to fund our operations throughout this process. |
8. Who now owns Hawker Beechcraft?
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The Chapter 11 filing itself does not change the ownership status of Hawker Beechcraft. |
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That said, once the Court approves our restructuring plan and Hawker Beechcraft emerges from Chapter 11 protection, the company’s current equity will be canceled and replaced by equity in the reorganized company. |
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At that point, equity ownership in Hawker Beechcraft will be transferred to holders of the company’s secured debt, bond debt and certain other unsecured creditors. |
9. Will Hawker Beechcraft have sufficient cash to operate following the filing?
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Yes. The agreement includes a commitment from certain members of the lender group to provide up to $400 million in DIP financing, which the company expects will ensure sufficient liquidity during the reorganization process and beyond. |
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This DIP facility will fund Hawker Beechcraft’s operations, pay its suppliers and vendors, and for other corporate purposes. |
10. What happens next?
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To implement the terms of this agreement as quickly and effectively as possible, we filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. |
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The Court has granted approval of the company’s "First Day Motions" as part of the company's voluntary filing for reorganization under Chapter 11 of the U.S. Bankruptcy Code. These include requests for permission to pay employee salaries, wages and benefits, and to pay all vendors and suppliers in the ordinary course for goods and services delivered after the commencement of the Chapter 11 case. |
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Hawker Beechcraft will provide appropriate updates as soon as we have them. |
11. Will there be job reductions as a result of the Chapter 11 filing?
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Employment will not be directly impacted by this announcement. |
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As part of developing a plan to restore the company’s financial health, the company will continue to review all product lines to improve Hawker Beechcraft’s competitiveness. |
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We will provide appropriate updates as soon as we have them and are committed to treating our employees with respect. |
12. Will more furloughs be instituted?
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Employment will not be directly impacted by this announcement. |
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We are working aggressively to ensure our suppliers understand the terms and benefits of this announcement to ensure that we can continue our manufacturing operations as planned. |
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The $400 million DIP financing we obtained will provide sufficient liquidity to fund our operations through the reorganization process, and we expect to normalize relationships with suppliers who may have temporarily changed the manner in which they do business with us. |
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As part of our restructuring efforts, the company will continue to review all product lines to improve Hawker Beechcraft’s competitiveness. Our headcount may be affected by changes we decide to make in our product lines. |
13. Will benefits be impacted by the filing?
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Compensation and health benefits will continue uninterrupted. |
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401K benefits will also continue, but with some minimal delays. |
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Bankruptcy restrictions will delay company matching contributions for approximately 25 days. Because of the delay, you will not see company match towards your 401K contributions on the next two paychecks. |
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It is expected that the bankruptcy court will approve the matching contributions in approximately 25 days. |
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Once we receive approval, we intend to make up any missed matching contributions and make all future matching contributions in the ordinary course of business. |
14. What impact will this agreement or the Chapter 11 filing have on the company’s pension plan?
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The company's pension plan is not impacted by the filing of a Chapter 11 petition. |
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There is the possibility that as part of the Chapter 11 process and in order to obtain financing to exit the bankruptcy, Hawker Beechcraft may be required to terminate its pension plan. |
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If this is the case, Hawker Beechcraft’s existing pension plans would be taken over by the Pension Benefit Guaranty Corporation (PBGC), a government agency that pays for monthly retirement benefits, up to a guaranteed maximum of approximately $56,000 per year, when an employer is no longer able to pay promised benefits. |
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Any termination of the pension will only be effective if it is approved and ordered by the Bankruptcy Court. |
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Under these circumstances, and assuming our plan is approved by the Court, the PBGC would pay out benefits to vested plan participants in much the same way we do currently, provided that our agreement is approved by the Court. |
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We will continue to provide updates regarding the pension plan as needed in a timely and consistent manner. |
15. How will customer orders be affected now and following the Chapter 11 filing?
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Customers will not be impacted by this filing. Hawker Beechcraft continues to conduct its business and serve its customers around the world. All orders for available products will be fulfilled and our commitment to providing the best products and service in the industry remains unchanged. |
16. What impact will this agreement and the Chapter 11 filing have on Hawker Beechcraft’s ability to pay its vendors and suppliers?
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The company intends to pay suppliers under normal terms for goods received and services rendered after the filing date on May 3, 2012. Any claims for goods received or services rendered after the filing date are considered “administrative claims”, which receive a priority status. The Court has granted the company interim approval to access up to $400 million of the DIP financing. |
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Suppliers who provided goods or rendered services to company prior to the filings (Petition Date) have what are referred to as “pre-petition claims.” United States bankruptcy laws generally require that all pre-petition claims are considered and processed through a very specific process administered by a claims agent. Companies in Chapter 11 are generally prohibited from processing pre filing invoices through normal accounts payable procedures. Suppliers will receive additional information from the company, or its claims agent at a later date. |
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The company will respond to all supplier account inquiries as soon as reasonably possible. |
17. What actions do Hawker Beechcraft vendors need to take to address outstanding invoices or amounts owed for goods or services provided before the Chapter 11 filing?
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United States bankruptcy laws generally requires that all unpaid invoices incurred before the company filed are considered and processed through a very specific process administered by a claims agent. Companies in Chapter 11 are generally prohibited from processing pre filing invoices through normal accounts payable procedures. The company will respond to all supplier account inquiries and options related to account status as soon as reasonably possible |
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Alternatively, vendors can call: |
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(866) 879-7096 – US/Canada |
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(503) 597-7681– International |
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If your question cannot be answered by the call center, it will immediately be escalated to the company’s management and team of advisors. |
18. Will I be paid for invoices and work submitted after the Chapter 11 filing? Will I be paid for parts shipped after the Chapter 11 filing?
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Yes, you will be paid for goods going forward in the normal course. |
CHAPTER 11 REORGANIZATION FACT SHEET
A Chapter 11 filing is a voluntary action that allows a company to operate its businesses in the normal course while it restructures or recapitalizes to improve its long-term financial health. During a Chapter 11 proceeding, the company reorganizes financially and, at times, operationally. Companies commonly file for Chapter 11 voluntarily because it provides a process for the company to restructure its debts, recapitalize its balance sheet and emerge as a stronger, more viable business.
Chapter 11 is entirely different from other kinds of bankruptcy proceedings where the focus is on liquidating the company. Hawker Beechcraft is not going out of business.
In a pre-arranged bankruptcy like this, the company in question enters Chapter 11 after negotiating the terms of a restructuring with its major stakeholders, in our case our biggest senior secured lenders and [senior bondholders]. Once the company has obtained the support of its major stakeholders, it then enters Chapter 11 and moves to have the bankruptcy court approve the restructuring.
A major purpose of a Chapter 11 proceeding is to allow the company to reorganize so it will be viable in the future. During the proceeding, a company maintains its normal business operations [and continues to provide employees with salaries and benefits.]
Steps for Hawker Beechcraft
To implement the terms of this agreement as quickly and effectively as possible, we have filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The process should have little impact on the company’s day-to-day work. Hawker Beechcraft expects to receive authority from the court to continue to operate on a normal basis during the in-court restructuring, and we have received financing to fund our operations throughout this process. We will provide appropriate updates as soon as we have them.
Glossary
This glossary provides definitions for many of the standard terms that are used in Chapter 11 cases. While not all of these terms will apply to Hawker Beechcraft’s filing, we wanted to provide this document as a reference guide for terms that you may come across in the coming weeks.
Administrative Claim: An “Administrative Claim” is a Claim that arises after the “Filing Date,” which is granted priority treatment and entitled to payment in full under the Bankruptcy Code.
Automatic Stay: The “Automatic Stay” is an injunction that takes effect immediately upon the filing of a Chapter 11 petition. It prohibits, among other things, all collection actions against a “Debtor” and all actions to exercise control over property of a “Debtor.” The “Automatic Stay” also affects lawsuits commenced prior to the date of filing, preventing them from moving forward until the Chapter 11 case is over.
Bankruptcy: A general, informal term for the laws and proceedings associated with individuals and corporations that need to reorganize because of debt issues.
Bankruptcy Code: The informal name for U.S. federal bankruptcy law.
Bankruptcy Petition: The legal document that is filed with the Bankruptcy Court and initiates a bankruptcy case. The Bankruptcy Petition is, in most cases, filed with a variety of other supporting documents that contain information on the Debtor, including the Debtor’s financial information.
Chapter 11: The chapter of the “Bankruptcy Code” that governs reorganization and recapitalization (as opposed to liquidation).
Claim: A “Claim” is a right to payment, whether that right is fixed, liquidated, potential or contingent. “Claims” can fall into different categories: priority, secured, unsecured, contingent, liquidated, disputed or matured.
Confirmation: The official approval of the “Plan of Reorganization” by the Bankruptcy Court.
Creditor: A party owed money by a “Debtor.” Examples include banks that have loaned the company money or suppliers that have extended credit to the company. “Creditors” can be both “secured creditors,” holding debt that is secured by a lien against a company’s property or assets, or the creditor can be “unsecured,” holding debt that is not secured by such a lien.
Debtor: A person or business that files a petition under the “Bankruptcy Code.”
Debtor in Possession: A company seeking to reorganize or recapitalize under Chapter 11 that remains in control of assets and operations.
Debtor-in-Possession (DIP) Financing: Financing available to companies in Chapter 11 bankruptcy. This borrowing capacity allows companies to maintain normal business operations through the bankruptcy process.
Filing Date (also Petition Date): The date on which the Chapter 11 petition is filed.
First Day Orders: The first substantive requests for relief a company will make of the Bankruptcy Court in order to maintain operations with minimal disruption. These often include requests for permission to pay employee salaries, wages and benefits, and to continue payments to customers and suppliers.
Pension Benefit Guaranty Corporation (PBGC): A federally chartered agency that insures private sector pensions.
Plan of Reorganization (“POR” or “Plan”): The Plan a company negotiates with creditors and files with the Bankruptcy Court. It provides specific details regarding how the company plans to pay creditors and allow the business to be successful over the long term.
Post-Petition: Refers to the time after the “Debtor” files for bankruptcy protection. It’s often used to refer to goods or services provided after the company has filed for bankruptcy.
Pre-arranged bankruptcy – In a pre-arranged bankruptcy, the debtor enters Chapter 11 after negotiating the terms of a restructuring with its major stakeholders. Once the “Debtor” has obtained the support of its major stakeholders, it then will enter Chapter 11 and move to have the Bankruptcy Court approve the restructuring, as contained in the debtor's plan of reorganization.
Pre-Petition: Refers to the time before a “Bankruptcy Petition” is filed. It’s often used to refer to goods or services provided before the company has filed.
Priority Claim: Certain classes of “Claims” are given priority by the “Bankruptcy Code,” such as claims for unpaid wages or taxes. “Claims” must be paid in order of priority.
Recapitalization: A restructuring of a company's debt and equity mixture, most often with the aim of making a company's capital structure more stable. Essentially, the process involves the exchange of one form or source of financing for another.
Reorganization: The process by which a company in bankruptcy may develop its plan to resolve “Creditor Claims” and be a viable business once it emerges from bankruptcy.
The Process: Chapter 11 Milestones
For basic information purposes only, listed below are some of the milestones that will occur as Hawker Beechcraft and its subsidiaries move through the restructuring process. This description is not intended or offered as legal, professional or financial advice and is not a full and detailed outline of a restructuring process. You should direct any questions regarding your specific circumstances to your personal lawyer.
Days 1-4
The Debtors file their Chapter 11 petitions and also secure permission from the court to continue to maintain certain processes and duties that are required in the ordinary course of conducting their business; e.g., continue paying employee wages and offering employee benefits, etc.
Within the First Two Weeks
The Office of the U.S. Trustee (a governmental department tasked, in part, with overseeing the administration of a restructuring) selects the parties who will make up the Official Unsecured Creditors’ Committee (“UCC”) throughout the restructuring process.
The UCC represents all of the stakeholders who have an interest in the outcome of the Chapter 11 filing and will assist, throughout the restructuring process, with making decisions related to the restructuring.
Approximately 30-60 days after the Filing
An initial creditors meeting is held between representatives of the Debtors and individuals and businesses that may have claims against the Debtors (the creditors).
Within the first few months
The court will schedule a hearing to, among other things, provide for the creditors and other proper parties to vote on the plan of reorganization. Parties entitled to vote then vote on the plan of reorganization. Following voting, if the court confirms the plan of reorganization all claims will be satisfied as directed in the plan and the Debtors will emerge from Chapter 11 and operate their business as described in the Plan of Reorganization.
Message to our Vendors and Suppliers
May 3, 2012
Dear Valued Partner,
Hawker Beechcraft announced today that it reached an agreement with a significant majority of our largest debtholders on the terms of a comprehensive financial restructuring, including the elimination of most of the company’s debt and interest expenses. This is a positive development for the company and the next step toward putting Hawker Beechcraft on firm financial footing and strengthening the company for the future.
To implement the terms of this agreement as quickly and efficiently as possible, we have filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. You can find additional details regarding the announcement in the news release we issued today.
As you may know, many U.S. companies have utilized Chapter 11 to implement financial restructurings. Chapter 11 of the U.S. Bankruptcy Code allows a company to continue operating its business and managing its assets as it typically does in the ordinary course of business. By reaching agreement with the majority of our key creditors in advance of making today’s filing, we anticipate that our Chapter 11 process will be concluded by the end of 2012 and that the company will emerge as a strong and healthy business partner for our valued vendors and suppliers.
We obtained $400 million in financing to ensure that we will have sufficient liquidity to pay our vendors and suppliers for business transacted during this process. A company representative will be in touch with you in the coming days to answer any questions you may have. In the meantime, for information on invoices accrued prior to today, please see the FAQ section on our web site at www.beechcraft.com/restructuring. For other inquiries, please call (866) 879-7096 in the U.S or Canada and (503) 579-7681 for international callers and a representative will work to assist you.
With your support during the past three years, Hawker Beechcraft has made transformational improvements in all of our operational functions. Our financial restructuring represents the next step forward. Restructuring our balance sheet and recapitalizing the company in partnership with our debtholders will dramatically improve Hawker Beechcraft’s ability to compete in a rapidly changing environment.
As we progress through this process, we are committed to keeping you informed and providing you with appropriate updates. Thank you for your ongoing partnership with Hawker Beechcraft. We look forward to continuing our relationship with you.
Sincerely,
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Steve Miller CEO Hawker Beechcraft, Inc. | | Bill Boisture Chairman Hawker Beechcraft Corporation | |
Chapter 11 Reorganization Claims Agent
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Letter to our Customers
May 3, 2012
Dear Valued Customer,
In a positive development for Hawker Beechcraft, we announced today that we have reached an agreement with the significant majority of our largest debtholders on the terms of a comprehensive financial restructuring, including the elimination of most of the company’s debt and interest expenses. This is the next step toward putting Hawker Beechcraft on firm financial footing and strengthening the company for the future.
To implement the terms of this agreement as quickly and efficiently as possible, we have filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York, and we obtained $400 million in financing to to fund our operations during this process. You can find additional details regarding the announcement in the news release we issued today. As you may know, many U.S. companies have utilized Chapter 11 to implement financial restructurings. Chapter 11 of the U.S. Bankruptcy Code allows a company to continue operating its business and managing its assets in much the same way it did prior to filing its petition.
We want to reiterate that this process will not impact our ability to meet our ongoing commitments to you. Upon receiving expected court approval in the day or two of certain motions, deposits and progress payments will be secure, and all customer orders for available products will be fulfilled. We expect to receive court approval to honor warranty claims. Our commitment to providing the best products and service in the industry remains unchanged.
By reaching agreement with the majority of our key creditors in advance of the filing, we anticipate that this process will be concluded by the end of 2012 and that the company will emerge as a strong and healthy business.
This financial restructuring represents the next step forward in our efforts to transform Hawker Beechcraft. Restructuring our balance sheet and recapitalizing the company in partnership with our debtholders will dramatically improve Hawker Beechcraft’s ability to compete in a rapidly changing environment. Most importantly, it will allow our employees to continue manufacturing the best airplanes and providing you with first-class service and support.
As we progress through this process, we are committed to keeping you informed and providing you with appropriate updates. We value your business and look forward to continuing a long and mutually beneficial relationship.
Sincerely,
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Steve Miller CEO Hawker Beechcraft, Inc. | | Bill Boisture Chairman Hawker Beechcraft Corporation | |
Letter to our Customers
July 9, 2012
Dear Valued Customer,
As you know, we have been working over the last several months to develop a plan that best positions Hawker Beechcraft for the future. After evaluating all of the strategic options available to us, we announced today that we have executed an exclusivity agreement with Superior Aviation Beijing Co., Ltd., a Beijing-based aerospace manufacturer, regarding a strategic combination.
While we are still in negotiations with Superior and the transaction is not yet complete, we are excited about what this development would mean for our company and our customers. Should the transaction be completed, Superior intends to maintain Hawker Beechcraft’s existing operations, including those in Wichita, Kan. and Little Rock, Ark., while also investing substantial capital in the company and its business and general aviation product line. Most importantly, this transaction would allow our employees to continue manufacturing the best airplanes in the world and providing you with first-class service and support. You can find additional details regarding the announcement in the news release we issued today.
We believe this transaction would maximize value for Hawker Beechcraft and its stakeholders and look forward to working toward a definitive agreement in the weeks to come.
As we work to finalize the proposed transaction, it will remain business as usual for Hawker Beechcraft customers. Our commitments to you remain unchanged, and we will continue to keep you informed as we progress through this process.
We value your business and look forward to a long and mutually beneficial relationship with you.
Sincerely,
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Steve Miller CEO Hawker Beechcraft, Inc. | | Bill Boisture Chairman Hawker Beechcraft Corporation | |
- When was Hawker Beechcraft Corporation (HBC) acquired by private investors?
- How can I get a copy of HBC’s 10-K, 10-Q or Proxy Statement?
- How can I find out when you will announce earnings?
- When does your year end?
- Who are HBC’s independent accountants?
- How can I contact HBC Investor Relations?
- When was Hawker Beechcraft Corporation (HBC) acquired by private investors?
Hawker Beechcraft Corporation was acquired by Hawker Beechcraft Inc., a new company formed by GS Capital Partners,
an affiliate of Goldman Sachs, and Onex Partners for approximately $3.3 billion in cash, on March 26, 2007. The
sale was first announced on December 21, 2006.
- How can I get a copy of HBC’s 10-K, 10-Q or Proxy Statement?
Please click on SEC Filings to the left to search our SEC filings.
- How can I find out when you will announce earnings?
Please click on Email Alerts on the left side of this page in order to be added to our e-mail distribution list.
- When does your year end?
December 31st.
- Who are HBC’s independent accountants?
PriceWaterhouseCoopers.
- How can I contact HBC Investor Relations?
Please click on Contact IR on the left side of this page.
- Who is on the Board of Directors?
- How many employees does HBC have?
- Who is on the senior management team?
- How do I obtain a copy of HBC’s earnings releases?
- Who is on the Board of Directors?
Please click on Board of Directors from the menu listed on the left side of this page to access this information.
- How many employees does HBC have?
HBC employees more than 8,000 worldwide, 6,300 are based in Wichita, Kansas.
- Who is on the senior management team?
Please click on Executive Profiles from the menu listed on the left side of this page to access this information.
- How do I obtain a copy of HBC’s earnings releases?
Please click on Conference Calls and Webcasts from the menu listed on the left side of this page to access this information.
Hawker Beechcraft Receives Court Approval of First-Day Motions
WICHITA, Kan. (May 4, 2012) – Hawker Beechcraft, Inc. today announced that the U.S. Bankruptcy Court for the Southern District of New York has granted approval of the company’s “First Day Motions” as part of the company's voluntary filing for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Approval of these motions will enable Hawker Beechcraft to continue to operate in the ordinary course of business during the reorganization process.
Among the first-day motions granted today, Hawker Beechcraft received approval to continue to pay employees, and to pay all vendors and suppliers in the ordinary course for goods and services delivered after the commencement of the Chapter 11 case. The company will utilize a commitment for $400 million in Debtor-in-Possession (DIP) financing, negotiated as part of the prearranged restructuring, to meet these obligations.
Hawker Beechcraft’s cases are being presided over by the Honorable Judge Stuart Bernstein of the U.S. Bankruptcy Court for the Southern District of New York. Hawker Beechcraft’s jointly administered case number is Hawker Beechcraft Inc., 12-11873.
On May 3, 2012, Hawker Beechcraft, Inc. and a significant number of its senior secured lenders and senior bondholders agreed to the terms of a financial restructuring plan that will eliminate approximately $2.5 billion in debt and approximately $125 million of annual cash interest expense and strengthen the company for the future.
The company’s legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP, and its restructuring advisor is Alvarez & Marsal.
Hawker Beechcraft, Inc., the parent company of Hawker Beechcraft Corporation, is a world-leading manufacturer of business, special mission, light attack and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and major facilities are located in Wichita, Kan., with operations in Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with a global network of more than 100 factory-owned and authorized service centers. For more information, visit www.beechcraft.com.
Hawker Beechcraft Executes Exclusivity Agreement with Superior Aviation Regarding Strategic Combination
WICHITA, Kan. (July 9, 2012) – Hawker Beechcraft, Inc. (Hawker Beechcraft) today announced that it has executed an exclusivity agreement with Superior Aviation Beijing Co., Ltd. (Superior), a Beijing-based aerospace manufacturer, regarding a strategic combination. Should the transaction be completed, Superior intends to maintain Hawker Beechcraft’s existing operations while also investing substantial capital in the company and its business and general aviation product line, saving thousands of American jobs, including in Wichita, Kan. and Little Rock, Ark. Hawker Beechcraft entered into this agreement as part of its ongoing review of strategic options, which included continuing to operate as a standalone entity, and decided to proceed with Superior after determining that its proposal would create the greatest value for the company and position it for long-term growth.
The transaction with Superior would not include Hawker Beechcraft Defense Company (HBDC), which would remain a separate entity. HBDC will continue to operate its highly successful T-6 trainer program and pursue the final certification of the AT-6 light attack aircraft.
Robert S. "Steve" Miller, CEO of Hawker Beechcraft, Inc., said, "Superior has had a long-standing interest in the commercial aircraft business of Hawker Beechcraft, having first approached the company several years ago regarding a potential strategic partnership. With Superior’s previous experience operating a U.S. business and its demonstrated ability to quickly restore a business to profitability after emerging from Chapter 11, we believe a transaction with Superior would maximize value for Hawker Beechcraft and its stakeholders. Importantly, this combination would give Hawker Beechcraft greater access to the Chinese business and general aviation marketplace, which is forecast to grow more than 10 percent a year for the next 10-15 years. We look forward to working toward a definitive agreement."
Bill Boisture, Chairman of Hawker Beechcraft Corporation, said, "The decision to move forward with Superior was based on two key factors: the bid for the company was the most attractive we received during the strategic review process and the going-forward plan offered the most continuity for our business, allowing us to preserve jobs, product lines and our ability to maintain our commitments to our customers. Superior is committed to maintaining Hawker Beechcraft’s strong presence in the United States and retaining its current employee base and experienced management team, while positioning the company for future growth at home and abroad."
Terms of the AgreementUnder the terms of the exclusivity agreement, Superior will acquire Hawker Beechcraft for $1.79 billion and make payments over the next six weeks to support ongoing jet-related operations, which will help Hawker Beechcraft to sustain the jet business until the close of the transaction, thus preserving significant future opportunity for growth. Superior’s proposal reflects its intention to make Hawker Beechcraft its flagship investment; maintain Hawker Beechcraft’s U.S. headquarters, management team and employees; and continue product development throughout its commercial product lines. During the 45-day exclusivity period, Superior will perform confirmatory diligence while the two companies negotiate definitive documentation of the transaction. The companies expect to enter into definitive documentation prior to the conclusion of the exclusivity period. If the parties successfully negotiate a definitive agreement, that agreement would be subject to a further competitive public auction process. HBDC is not part of the proposed transaction and neither ownership nor control of HBDC will transfer to Superior. In the event that HBDC is sold, up to $400 million of the $1.79 billion purchase price will be refundable to Superior.
If negotiations with Superior are not concluded in a timely manner, Hawker Beechcraft will proceed with seeking confirmation of the Joint Plan of Reorganization it filed with the U.S. Bankruptcy Court on June 30, 2012, which contemplates Hawker Beechcraft emerging as a standalone entity with a more focused portfolio of aircraft.
Superior has received and expects to continue receiving the full support of the City of Beijing municipal government in completing the transaction. In addition, Superior is working to obtain all regulatory approvals from the Chinese central government for this foreign investment project. The transaction also is subject to approval by the U.S. Committee on Foreign Investment in the United States (CFIUS) and would be subject to additional customary U.S. regulatory reviews and approvals. Additionally, Bankruptcy Court approval is required for Hawker Beechcraft’s agreement to negotiate exclusively with Superior and for any definitive agreement that may be negotiated with Superior. The proposed combination of Hawker Beechcraft and Superior will not require a financing condition.
Hawker Beechcraft’s legal representative is Kirkland & Ellis LLP; its financial advisor is Perella Weinberg Partners LP; and its restructuring advisor is Alvarez & Marsal. Hawker Beechcraft entered into the exclusivity agreement in consultation with lenders holding a majority of the company’s pre-petition secured debt (Senior Secured Lenders). The Senior Secured Lenders’ legal representative is Wachtell Lipton Rosen & Katz and their financial advisor is Houlihan Lokey.
Superior Aviation Beijing Co., Ltd. is an aerospace manufacturer that engages in the research & development, production and sale of general aviation engines and parts. Superior is 60 percent owned by Beijing Superior Aviation Technology Corporation Ltd., a closely-held private entity, and 40 percent owned by Beijing E-Town International Investment & Development Corporation Ltd., a company controlled by the Beijing municipal government that supports the financing of strategic investments in certain industries. Superior’s legal representative is Locke Lord LLP and its financial advisor is Grant Thornton.
Hawker Beechcraft is a world-leading manufacturer of business, special mission, light attack and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and major facilities are located in Wichita, Kan., with operations in Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with a global network of more than 100 factory-owned and authorized service centers. For more information, visit www.beechcraft.com.
Frequently Asked Questions
1. Why did Hawker Beechcraft select Superior?
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Hawker Beechcraft executed this agreement as part of its ongoing review of strategic options, which included continuing to operate as a standalone entity, and decided to proceed with Superior after determining that its proposal would create the greatest value for the company and position it for long-term growth.
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The decision to move forward with Superior was based on two key factors: its bid for the company was the most attractive we received during the strategic review process and Superior’s going-forward plan for Hawker Beechcraft offered the most continuity for our business, allowing us to preserve jobs, product lines and our ability to maintain our commitments to our customers.
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More specifically, should the transaction be completed, Superior intends to maintain Hawker Beechcraft’s existing operations while also investing substantial capital in the company and its business and general aviation product line, saving thousands of American jobs, including in both Wichita, Kan. and Little Rock, Ark.
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Importantly, this combination would give Hawker Beechcraft greater access to the Chinese business and general aviation marketplace, which is forecast to grow more than 10 percent a year for the next 10-15 years.
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2. Will the company continue to operate independently?
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HBC’s domestic and international operations, as well as Hawker Beechcraft Services, will continue to operate uninterrupted, led by the current management team.
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The transaction would not include Hawker Beechcraft Defense Company (HBDC), which would remain a separate entity.
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Hawker Beechcraft is currently reviewing its strategic options for HBDC, which could include operation as a standalone company or sale to a buyer that meets United States Department of Defense requirements.
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3. What will happen to U.S. jobs, specifically in Wichita, Kan. and Little Rock, Ark.? Will HBC facilities remain in those places?
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HBC’s domestic and international operations, as well as Hawker Beechcraft Services, will continue to operate uninterrupted, led by the current management team.
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Should the transaction be completed, Superior intends to maintain Hawker Beechcraft’s existing operations while also investing substantial capital in the company and its business and general aviation product line, saving thousands of American jobs, including in both Wichita, Kan. and Little Rock, Ark.
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Superior is committed to maintaining Hawker Beechcraft’s strong presence in the United States and retaining its current employee base and experienced management team, while positioning the company for future growth at home and abroad.
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4. What is going to happen to Hawker Beechcraft Defense Company?
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The transaction would not include Hawker Beechcraft Defense Company (HBDC), which would remain a separate entity.
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Hawker Beechcraft is currently reviewing its strategic options for HBDC, which could include operation as a standalone company or sale to a buyer that meets United States Department of Defense requirements.
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The transaction would not include Hawker Beechcraft Defense Company, and we expect HBDC’s government contracts to remain unaffected, as they have throughout the Chapter 11 process.
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5. Will the union be affected?
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The company would continue to have a unionized workforce.
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In tandem with its negotiations with Superior regarding a potential transaction, Hawker Beechcraft has been in active discussions with our lenders, the Pension Benefit Guaranty Corporation (PBGC) and union leaders about the impact of the restructuring efforts on the company’s pension plans.
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We will provide additional details as soon as we are able to do so.
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6. Will the pension plans be kept intact?
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In tandem with its negotiations with Superior regarding a potential transaction, Hawker Beechcraft has been in active discussions with our lenders, the Pension Benefit Guaranty Corporation (PBGC) and union leaders about the impact of the restructuring efforts on the company’s pension plans.
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We will provide additional details as soon as we are able to do so.
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7. Who will manage the company if a deal is successful? Will Superior replace the existing management team?
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HBC’s domestic and international operations, as well as Hawker Beechcraft Services, will continue to operate uninterrupted, led by the current management team.
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8. Can you tell me more about Superior?
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Superior Aviation Beijing Co., Ltd. is an aerospace manufacturer that engages in the R&D, production and sale of general aviation engines and parts.
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Superior is 60 percent owned by Beijing Superior Aviation Technology Corporation Ltd., a closely-held private entity, and 40 percent owned by Beijing E-Town International Investment & Development Corporation Ltd., a company controlled by the Beijing municipal government that supports the financing of strategic investments in certain industries.
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9. What is the proposed purchase price?
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Under of the terms of the exclusivity agreement, Superior will acquire Hawker Beechcraft for $1.79 billion and make payments over the next six weeks to support ongoing jet-related operations, which will help Hawker Beechcraft to sustain the jet business until the close of the transaction, thus preserving significant future opportunity for growth.
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HBDC is not part of the proposed transaction and neither ownership nor control of HBDC will transfer to Superior. Hawker Beechcraft is currently reviewing its strategic options for HBDC, which could include operation as a standalone company or sale to a buyer that meets United States Department of Defense requirements. At any time that HBDC is sold, up to $400 million of the $1.79 billion purchase price will be refundable to Superior.
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Should the transaction be completed, Superior intends to maintain Hawker Beechcraft’s existing operations while also investing substantial capital in the company and its business and general aviation product line, saving thousands of American jobs, including in both Wichita, Kan. and Little Rock, Ark.
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10. What other companies expressed an interest in purchasing the company?
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Several companies expressed an interest in Hawker Beechcraft.
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After thoroughly evaluating all strategic options, we are confident that pursuing an agreement with Superior Aviation represents the best path forward for Hawker Beechcraft.
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If the parties successfully negotiate a definitive agreement, that agreement would be subject to a further competitive public auction process.
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11. What does this deal say about the state of the U.S. aerospace manufacturing industry?
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The fact that Chinese buyers see Hawker Beechcraft as an attractive acquisition target is a sign of the value of the company and the potential of the industry.
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After thoroughly evaluating all strategic options, we are confident that the agreement with Superior Aviation represents the best path forward for Hawker Beechcraft.
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Superior’s proposal reflects its intention to make Hawker Beechcraft its flagship investment; maintain Hawker Beechcraft’s U.S. headquarters, management team and employees; and continue product development throughout its commercial product lines.
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Superior’s investment helps ensure that the aerospace manufacturing expertise remains in Kansas and the United States.
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Importantly, this combination would give Hawker Beechcraft greater access to the Chinese business and general aviation marketplace, which is forecast to grow more than 10 percent a year for the next 10-15 years.
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12. How confident are you that this transaction would be approved by the U.S. and Chinese governments?
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The transaction has been structured with U.S. regulatory requirements in mind, and both companies are fully committed to securing the support of their respective governments.
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The transaction would not include Hawker Beechcraft Defense Company (HBDC), which would remain a separate entity.
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Superior has received and expects to continue receiving the full support of the City of Beijing municipal government in completing the transaction.
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In addition, Superior is working to obtain all regulatory approvals from the Chinese central government for this foreign investment project.
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The transaction is subject to approval by the U.S. Committee on Foreign Investment in the United States (CFIUS) and would be subject to additional customary U.S. regulatory reviews and approvals.
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Additionally, Bankruptcy Court approval is required for Hawker Beechcraft’s agreement to negotiate exclusively with Superior and for any definitive agreement that may be negotiated with Superior.
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13. What happens next?
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During the 45-day exclusivity period, Superior will perform confirmatory diligence while the two companies negotiate definitive documentation of the transaction.
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The companies expect to enter into definitive documentation prior to the conclusion of the exclusivity period.
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In the meantime, it remains business as usual for Hawker Beechcraft, its employees and its customers.
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14. What will happen if the transaction does not move forward?
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If negotiations with Superior are not concluded in a timely manner, we will proceed with seeking confirmation of the Joint Plan of Reorganization we filed with the U.S. Bankruptcy Court on June 30, 2012, which contemplates Hawker Beechcraft emerging as a standalone entity with a more focused portfolio of aircraft.
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15. How will customer orders be affected? Will this change access to services through the Global Customer Support and Hawker Beechcraft Services?
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Customers will not be impacted by this announcement.
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Hawker Beechcraft continues to conduct its business and serve its customers around the world. All orders for available products will be fulfilled and our commitment to providing the best products and service in the industry remains unchanged.
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Message to our Vendors and Suppliers
July 9, 2012
Dear Valued Partner,
As you know, we have been working over the last several months to develop a plan that best positions Hawker Beechcraft for the future. After evaluating all of the strategic options available to us, we announced today that we have executed an exclusivity agreement with Superior Aviation Beijing Co., Ltd., a Beijing-based aerospace manufacturer, regarding a strategic combination.
While we are still in negotiations with Superior and the transaction is not yet complete, we are excited about what this development would mean for our company, our customers and our valued partners. Should the transaction be completed, Superior intends to maintain Hawker Beechcraft’s existing operations, including those in Wichita, Kan. and Little Rock, Ark., while also investing substantial capital in the company and its business and general aviation product line. You can find additional details regarding the announcement in the news release we issued today.
We believe this transaction would maximize value for Hawker Beechcraft and its stakeholders and look forward to working toward a definitive agreement in the weeks to come.
As we work to finalize the proposed transaction, it will remain business as usual at Hawker Beechcraft. Our relationship with you remains unchanged, as does our commitment to keeping you informed as we progress through this process.
Thank you for your ongoing partnership with Hawker Beechcraft. We look forward to continuing our relationship with you.
Sincerely,
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Steve Miller CEO Hawker Beechcraft, Inc. | | Bill Boisture Chairman Hawker Beechcraft Corporation | |
Hawker Beechcraft Receives Court Approval to Enter Into Exclusive Negotiations with Superior Aviation
WICHITA, Kan. (July 17, 2012) – Hawker Beechcraft, Inc. (Hawker Beechcraft) today announced that the U.S. Bankruptcy Court for the Southern District of New York has approved the company’s motion to enter into exclusive negotiations with Superior Aviation Beijing Co., Ltd. (Superior). Approval of this motion allows Hawker Beechcraft to spend up to 45 days exclusively negotiating with Superior regarding a strategic combination that would preserve jobs and product lines.
As part of the exclusivity agreement, Superior will make payments over the next month to sustain Hawker Beechcraft’s jet business. An initial deposit of $25 million is payable before the end of the week and a second $25 million deposit is payable within 30 days. Any definitive agreement reached with Superior would be subject to approval by the Committee on Foreign Investment in the United States (CFIUS) and other regulatory agencies. In addition, any definitive agreement with Superior will be subject to termination if another potential purchaser succeeds in the mandatory competitive auction process which will be overseen by the U.S. Bankruptcy Court.
Robert S. “Steve” Miller, CEO of Hawker Beechcraft, Inc., said, “The agreement we have reached with Superior provides us with funding to preserve jobs as we simultaneously negotiate a potential transaction with Superior and continue to prepare for our standalone plan described in our preliminary plan of reorganization and disclosure statement. At this time, pursuing the potential transaction with Superior is in the best interests of the company and its various stakeholders, including our creditors, our employees, our suppliers and our customers. We look forward to working toward a definitive agreement with Superior and continuing to communicate with all interested parties to explain the benefits of this proposed transaction.”
During the exclusivity period, Superior will perform confirmatory diligence while the two companies negotiate definitive documentation of the transaction. If negotiations with Superior are not concluded in a timely manner, Hawker Beechcraft will proceed with seeking confirmation of the Joint Plan of Reorganization it filed with the U.S. Bankruptcy Court on June 30, 2012, which contemplates Hawker Beechcraft emerging as a standalone entity with a more focused portfolio of aircraft. More specifically, under the Standalone Plan, the company would wind down the company’s jet-related businesses, a process that likely would have commenced already but for Superior’s compelling proposal to the company.
Hawker Beechcraft’s cases are being presided over by the Honorable Judge Stuart Bernstein of the U.S. Bankruptcy Court for the Southern District of New York. Hawker Beechcraft’s jointly administered case number is Hawker Beechcraft Inc., 12-11873.
Hawker Beechcraft’s legal representative is Kirkland & Ellis LLP; its financial advisor is Perella Weinberg Partners LP; and its restructuring advisor is Alvarez & Marsal. Hawker Beechcraft entered into the exclusivity agreement in consultation with lenders holding a majority of the company’s pre-petition secured debt (Senior Secured Lenders). The Senior Secured Lenders’ legal representative is Wachtell Lipton Rosen & Katz and their financial advisor is Houlihan Lokey.
Hawker Beechcraft is a world-leading manufacturer of business, special mission, light attack and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and major facilities are located in Wichita, Kan., with operations in Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with a global network of more than 100 factory-owned and authorized service centers. For more information, visit www.beechcraft.com.
August 15, 2012
Fellow and Former Hawker Beechcraft Employees,
As promised, we are writing to provide you with further information about the legal notice mailed to you at the end of July regarding the proof of claims procedure associated with our Chapter 11 case. The mailing is a routine, but important, part of any Chapter 11 case.
Our aim is to help you understand the Chapter 11 claims process and what actions, if any, you should take prior to the Sept. 14, 2012, deadline for filing proofs of claim. The Sept. 14 “bar date” is the last date for creditors, including employees, to file a proof of a claim with the bankruptcy court.
At the beginning of our bankruptcy process, we received court authorization to continue paying wages and medical and other benefits to our employees in the ordinary course of business. Qualified retirement benefits such as pension and 401(k) are not affected as they are paid directly from a tax-qualified trust (and not from the company). We believe that if you have received your pay, medical and other benefits, and expense reimbursements as usual for the period before May 3, 2012, then you would not have a claim for these items.
We are providing a Frequently Asked Questions document to assist you. Additional information can be found at http://dm.epiq11.com/Hawker. If you have a claim or questions regarding your claim, you can contact the Hawker Beechcraft claims hotline at 866-879-7096 (for callers in the United States or Canada) or +1-503-597-7681 (for callers outside the United States and Canada).
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Alex Snyder Executive Vice President & General Counsel | | Rich Jiwanlal Vice President, Human Resources | |
Hawker Beechcraft Bar Date/Proof of Claim Process
Proof of Claims Glossary
This glossary provides definitions for many of the standard terms used in this document.
Bar Date: The Bar Date for all claims is the last date on which a Proof of Claim form can be filed. The Court has set Friday, Sept. 14, 2012, at 5 p.m. Eastern Time as the Bar Date for filing claims in Hawker Beechcraft’s bankruptcy cases. Anyone holding a claim against the Debtors must file a proof of claim by the Bar Date. Anyone who fails to file their claim against the Debtors by the Bar Date will forever waive their claim. To be timely, a proof of claim must be actually received by the Bar Date.
Proof of Claim form: A Proof of Claim form is the document that must be completed by a creditor to assert a claim against the Company. A Proof of Claim form may have been mailed to you directly. If you did not receive a Proof of Claim form, or you would like additional copies, they are available at http://dm.epiq11.com/Hawker.
Claim: A “claim” is a right to a payment from the Company. A “claim” includes rights that are liquidated or unliquidated, contingent or fixed, matured or unmatured, disputed or undisputed, secured or unsecured. A “claim” may also be a right to an equitable remedy for breach of performance by the Company if such breach gives rise to a right to payment.
Qualified Plan:
- • Hawker Beechcraft Corporation Base Retirement Income Plan
- • Hawker Beechcraft Corporation Retirement Income Plan for Hourly Employees
- • Hawker Beechcraft Corporation Retirement Income Plan for Salaried Employees
- • Hawker Beechcraft Savings and Investment Plan
Non-Qualified Plan:
- • Hawker Beechcraft Excess Savings and Deferred Compensation Plan, dated December 18, 2009
- • Hawker Beechcraft Corporation Supplemental Executive Retirement Plan, dated January 1, 2009
Hawker Beechcraft Announces Intent to Emerge from Chapter 11 as Standalone Company
WICHITA, Kan. (Oct. 18, 2012) – Hawker Beechcraft, Inc. (Hawker Beechcraft) today announced that it intends to emerge from Chapter 11 protection as a standalone company. Hawker Beechcraft also announced that it is no longer pursuing a transaction with Superior Aviation Beijing Co., Ltd. (Superior) because the parties could not reach agreement on the terms of a Plan Sponsorship Agreement.
Robert S. “Steve” Miller, CEO of Hawker Beechcraft, Inc., said, “We made the decision to proceed with the standalone Plan of Reorganization after determining that, despite our best efforts, the proposed transaction with Superior could not be completed on terms acceptable to the company. We are disappointed that the transaction did not come to fruition, but we protected ourselves by obtaining a $50 million deposit from Superior that is now fully non-refundable and property of the company. The go-forward business plan we have developed with our creditors ensures that we will emerge from this process in a strong operational and financial position, with an enhanced ability to compete well into the future.”
Business PlanUpon its emergence from Chapter 11, the company intends to rename itself Beechcraft Corporation and will implement a business plan that focuses on its turboprop, piston, special mission and trainer/attack aircraft – the company’s most profitable products – and on its high margin parts, maintenance, repairs and refurbishment businesses, all of which have high growth potential.
Bill Boisture, Chairman of Hawker Beechcraft Corporation, said, “Beechcraft Corporation will emerge as the world’s leading designer and manufacturer of turboprop, piston and trainer/attack aircraft with the largest global customer support network in the industry. Our business strategy will focus on growing our key existing product lines: high performance single and twin engine piston and turboprop aircraft, uniquely missionized variants for the global special mission market, and multi-role light attack and trainer aircraft systems, as well as the product development opportunities within these segments.”
As part of this plan, the company, in consultation with its key creditor constituents, is evaluating its strategic alternatives for the Hawker product lines, which could include a sale of some or all of those product lines, or a closure of the entire jet business if no satisfactory bids are received.
Plan of ReorganizationHawker Beechcraft will soon file an amended Joint Plan of Reorganization (POR) with the U.S. Bankruptcy Court for the Southern District of New York. The company will also file an amended Disclosure Statement that describes the details of the proposed POR. The company intends to schedule a hearing on the adequacy of the Disclosure Statement on Nov. 15, 2012.
Hawker Beechcraft’s key economic stakeholders, including holders of a significant majority of the company’s secured bank debt and unsecured bond debt, have already agreed to support the primary terms of the POR subject to Bankruptcy Court approval of the amended Disclosure Statement. Under the POR, pre-petition secured bank debt, unsecured bond debt, and general unsecured claims will be canceled and holders of such claims will receive equity in the reorganized company in the percentages negotiated by the major creditor groups at the time the company commenced its Chapter 11 proceedings.
The POR contemplates that Hawker Beechcraft’s $400 million debtor-in-possession (DIP) post-petition credit facility will be repaid fully in cash. In addition, the company will enter into a new financing package that will go into effect upon its emergence from Chapter 11.
The company has more than sufficient liquidity to complete its restructuring and expects to enter into an extension of its DIP post-petition credit facility, the maturity date of which would coincide with its anticipated emergence from Chapter 11 in the first quarter of 2013. Court approval of the adequacy of the Disclosure Statement will allow Hawker Beechcraft to begin solicitation of votes for confirmation of the POR.
Hawker Beechcraft’s legal representative is Kirkland & Ellis LLP; its financial advisor is Perella Weinberg Partners LP; and its restructuring advisor is Alvarez & Marsal. The Ad Hoc Committee of Senior Secured Lenders’ legal representative is Wachtell Lipton Rosen & Katz. Credit Suisse serves as agent for the lenders under Hawker Beechcraft's secured pre-petition and DIP credit facilities. Credit Suisse' legal representative is Sidley Austin LLP and its financial advisor is Houlihan Lokey. The Unsecured Creditors Committee’s legal representative is Akin Gump Strauss Hauer & Feld LLP and its financial advisor is FTI Consulting, Inc.
This release is not intended as a solicitation for a vote on the POR.
Hawker Beechcraft is a world-leading manufacturer of business, special mission, light attack and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and major facilities are located in Wichita, Kan., with operations in Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with a global network of more than 100 factory-owned and authorized service centers. For more information, visit www.beechcraft.com.
Letter to our Hawker 4000 Customers
October 29, 2012
Dear Hawker 4000 Customer,
As you know, we recently announced our intention to emerge from Chapter 11 as a standalone company called Beechcraft Corporation and that, as part of this plan, the company is evaluating its strategic alternatives for the Hawker product lines. This could result in a sale of some or all of those product lines or a closure of the entire jet business if no satisfactory bids are received.
As this process moves forward, we have decided to alter our support of the jet products. We are asking the U.S. Bankruptcy Court for permission to cancel certain warranties and factory-sponsored programs for the Hawker 4000, including SupportPlus and the Upgrade and Enhancement program. For the Hawker 4000, we expect that engine and avionics warranties shall be unaffected and will remain the responsibility of the respective supplier, in accordance with their terms. Hawker Beechcraft is in discussions with several third-party companies regarding alternatives for the Hawker 4000 line, and is working to reach an agreement on terms that would ensure that you continue to receive service and maintenance for your aircraft.
During this period, Hawker Beechcraft Global Customer Support remains available to provide service, maintenance and technical support for your aircraft via our Hawker Beechcraft Services facilities and Hawker Beechcraft Parts and Distribution network.
The restructuring process requires us to make difficult decisions, and the one that we have reached with respect to affected warranties and factory-sponsored programs is an example of that. We take our commitments to our aircraft owners with the utmost seriousness. As such, we reached this decision only after the extensive analysis undertaken by our creditors, advisors and members of the management team concluded that the transformation of our company and the fulfillment of the requirements placed on us by the bankruptcy process could not be achieved without this action.
We will be available during the Maintenance & Operation sessions at this week’s National Business Aviation Association convention in Orlando to discuss this new direction.
We would like to take this opportunity to thank you for your business. We will continue to keep you informed with appropriate updates.
Sincerely,
 | |  | |
Bill Boisture Chairman Hawker Beechcraft Corporation | | Shawn Vick Executive Vice President, Customers Hawker Beechcraft Corporation | |
Letter to our Hawker 900XP, 850XP, 800XP, 750, 400XP, and Beechjet 400A Customers
October 29, 2012
Dear Valued Customer,
As you know, we recently announced our intention to emerge from Chapter 11 as a standalone company called Beechcraft Corporation and that, as part of this plan, the company is evaluating its strategic alternatives for the Hawker product lines. This could result in a sale of some or all of those product lines or a closure of the entire jet business if no satisfactory bids are received.
As this process moves forward, we want to reassure you that we intend that all warranties, including engines, avionics, airframe and systems, will continue to be honored in the ordinary course of business for the Hawker 900XP, Hawker 850XP, Hawker 800XP, Hawker 750, Hawker 400XP and Beechjet 400A. We are planning to replace existing SupportPlus agreements with an amended agreement that is tailored to out-of-production aircraft, details of which are still being evaluated. When finalized, you will have the option of continuing under the amended program or discontinuing your coverage at that time. There will be no lapse in coverage during this transition.
We will be available during the Maintenance & Operation sessions at this week’s National Business Aviation Association convention in Orlando to discuss this new direction.
We would like to take this opportunity to thank you for your business. We will continue to keep you informed with appropriate updates.
Sincerely,
 | |  | |
Bill Boisture Chairman Hawker Beechcraft Corporation | | Shawn Vick Executive Vice President, Customers Hawker Beechcraft Corporation | |
Letter to our Premier IA Customers
October 29, 2012
Dear Premier IA Customer,
As you know, we recently announced our intention to emerge from Chapter 11 as a standalone company called Beechcraft Corporation, and that, as part of this plan, the company is evaluating its strategic alternatives for the Hawker product lines. This could result in a sale of some or all of those product lines or a closure of the entire jet business if no satisfactory bids are received.
As this process moves forward, we have decided to alter our support of the jet products. For the Premier IA, we expect that engine and avionics warranties will remain unaffected and be honored by the respective supplier. We are asking the U.S. Bankruptcy Court for permission to cancel other warranties and factory-sponsored programs, including SupportPlus. Hawker Beechcraft is in discussions with several third-party companies regarding alternatives for the Premier IA line, and is working to reach an agreement on terms that would ensure that you continue to receive service and maintenance for your aircraft.
During this period, Hawker Beechcraft Global Customer Support remains available to provide service, maintenance and technical support for your aircraft via our Hawker Beechcraft Services facilities and Hawker Beechcraft Parts and Distribution network.
The restructuring process requires us to make difficult decisions, and the one that we have reached with respect to affected warranties and factory-sponsored programs is an example of that. We take our commitments to our aircraft owners with the utmost seriousness. As such, we reached this decision only after the extensive analysis undertaken by our creditors, advisors and members of the management team concluded that the transformation of our company and the fulfillment of the requirements placed on us by the bankruptcy process could not be achieved without this action.
We will be available during the Maintenance & Operation sessions at this week’s National Business Aviation Association convention in Orlando to discuss this new direction.
We would like to take this opportunity to thank you for your business. We will continue to keep you informed with appropriate updates.
Sincerely,
 | |  | |
Bill Boisture Chairman Hawker Beechcraft Corporation | | Shawn Vick Executive Vice President, Customers Hawker Beechcraft Corporation | |
Hawker Beechcraft Disclosure Statement Approved by Bankruptcy Court
WICHITA, Kan. (December 5, 2012) – Hawker Beechcraft, Inc. (Hawker Beechcraft) today announced that the Disclosure Statement filed in connection with the company’s Joint Plan of Reorganization (POR) has been approved by the U.S. Bankruptcy Court for the Southern District of New York. Court approval of the adequacy of the Disclosure Statement allows Hawker Beechcraft to begin soliciting approval of the POR from its creditors. The POR is supported by the Official Committee of Unsecured Creditors, and holders of a majority of the obligations under the company’s prepetition credit facility and senior unsecured bonds have also committed to support it.
The voting process will be completed by Jan. 22, 2013, and the company will seek approval from the Court to exit bankruptcy at the confirmation hearing scheduled for Jan. 31, 2013.
Upon its emergence from Chapter 11, the company plans to enter into a new financing facility of at least $525 million, consisting of a term loan and a revolving line of credit, that will be used to repay the debtor-in-possession (DIP) post-petition credit facility, issue letters of credit to replace the DIP and fund ongoing operations.
As part of its reorganization, the company intends to rename itself Beechcraft Corporation and implement a business plan that focuses on its turboprop, piston, special mission and trainer/attack aircraft – the company’s leading products – and on its parts, maintenance, repairs and refurbishment businesses, all of which are profitable and have high growth potential.
Hawker Beechcraft’s legal representative is Kirkland & Ellis LLP; its financial advisor is Perella Weinberg Partners LP; and its restructuring advisor is Alvarez & Marsal. The Ad Hoc Committee of Senior Secured Lenders’ legal representative is Wachtell Lipton Rosen & Katz. Credit Suisse serves as agent for the lenders under Hawker Beechcraft's secured pre-petition and debtor-in-possession credit facilities. Credit Suisse' legal representative is Sidley Austin LLP and its financial advisor is Houlihan Lokey. The Unsecured Creditors Committee’s legal representative is Akin Gump Strauss Hauer & Feld LLP and its financial advisor is FTI Consulting, Inc.
This release is not intended as a solicitation for a vote on the POR.
Hawker Beechcraft is a world-leading manufacturer of business, special mission, light attack and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and major facilities are located in Wichita, Kan., with operations in Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with a global network of more than 100 factory-owned and authorized service centers. For more information, visit www.beechcraft.com.
Hawker Beechcraft Moves Closer to Chapter 11 Emergence
Key creditors overwhelmingly approve reorganization plan; Company obtains exit financing commitment
WICHITA, Kan. (January 25, 2013) – Hawker Beechcraft, Inc. (Hawker Beechcraft) today announced the key creditors voting in the company’s solicitation process have overwhelmingly approved its proposed Joint Plan of Reorganization (Plan).
The company also announced that J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC have agreed to act as joint lead arrangers and joint bookrunners to structure, arrange and syndicate $600 million in exit financing, consisting of a term loan and a revolving line of credit. The affiliated banks of the joint lead arrangers, JPMorgan Chase Bank, N.A. and Credit Suisse AG, have committed to underwrite the financing. The financing will be used to repay all claims under the debtor-in-possession (DIP) post-petition credit facility, pay certain settlement and cure payments and fund ongoing operations. The financing is subject to, among other things, completion of definitive financing documentation and Bankruptcy Court approval.
Robert S. "Steve" Miller, CEO of Hawker Beechcraft, Inc., said, "The tremendous show of support of our creditors for the Plan, which will dramatically reduce Hawker Beechcraft’s debt load, and the financing commitment from JPMorgan and Credit Suisse mark an important milestone for the company as it moves closer to emerging from the restructuring process."
Bill Boisture, Chairman of Hawker Beechcraft Corporation, said, "The reorganized Beechcraft Corporation will emerge from this process in a strong operational and financial position, with the working capital and flexibility to execute a strategy built around our core products like the world-renowned King Air twin engine turboprop and the T-6 military training aircraft, which will enable the company to compete well into the future."
Hawker Beechcraft will seek approval from the Court to exit bankruptcy at the confirmation hearing scheduled for Jan. 31 and expects to emerge from Chapter 11 in the second half of February. Upon emergence, pre-petition secured bank debt, unsecured bond debt, and certain general unsecured claims will be canceled and holders of such claims will receive equity in the reorganized company in the percentages negotiated by the major creditor groups at the time the company commenced its Chapter 11 proceedings. A new Board of Directors, to be appointed by the new owners of the company, will take over on the date of emergence.
Hawker Beechcraft’s legal representative is Kirkland & Ellis LLP; its financial advisor is Perella Weinberg Partners LP; and its restructuring advisor is Alvarez & Marsal North America, LLC. The Ad Hoc Committee of Senior Secured Lenders’ legal representative is Wachtell Lipton Rosen & Katz. Credit Suisse serves as agent for the lenders under Hawker Beechcraft's secured pre-petition and debtor-in-possession credit facilities. Credit Suisse's legal representative is Sidley Austin LLP and its financial advisor is Houlihan Lokey. The Unsecured Creditors Committee’s legal representative is Akin Gump Strauss Hauer & Feld LLP and its financial advisor is FTI Consulting, Inc.
Hawker Beechcraft is a world-leading manufacturer of business, special mission, light attack and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and facilities are located in Wichita, Kan., with operations in Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with a global network of more than 90 factory-owned and authorized service centers. For more information, visit www.beechcraft.com.
Court Approves Hawker Beechcraft’s Plan of Reorganization
Confirmation paves the way for company to emerge from Chapter 11
WICHITA, Kan. (Feb. 1, 2013) – Hawker Beechcraft, Inc. (Hawker Beechcraft) today announced that the U.S. Bankruptcy Court for the Southern District of New York has approved its Joint Plan of Reorganization (Plan), paving the way for the company to emerge from Chapter 11 in the second half of February. In confirming the Plan, Judge Stuart M. Bernstein found that it satisfied all of the requirements of the U.S. Bankruptcy Code.
Robert S. (“Steve”) Miller, CEO of Hawker Beechcraft, Inc., said, “Today’s ruling marks the final significant step in the restructuring process. Throughout this process, we have been guided by the goal of emerging in a strong operational and financial position, with an enhanced ability to compete well into the future. Our recapitalization and dramatically reduced debt load will allow us to do exactly that.”
As part of its reorganization, the company intends to rename itself Beechcraft Corporation and implement a business plan that focuses on its turboprop, piston, special mission and trainer/attack aircraft and on its parts, maintenance, repairs and refurbishment businesses, all of which are profitable and have high growth potential.
Bill Boisture, Chairman of Hawker Beechcraft Corp., said, “Thanks to the hard work of our employees and the strong support we have received from our key creditors, union partners, elected officials, suppliers and customers, Beechcraft Corporation will emerge from this process as the world's leading designer and manufacturer of turboprop, piston and trainer/attack aircraft with the largest global customer support network in the industry.”
Ownership Structure and Corporate Governance
Hawker Beechcraft expects the Plan to become effective by the end of February, once all of the conditions for effectiveness have been met. Upon emergence, pre-petition secured bank debt, unsecured bond debt, and certain general unsecured claims will be canceled and holders of such claims will receive equity in the reorganized company in the percentages negotiated by the major creditor groups at the time the company commenced its Chapter 11 proceedings.
Effective upon emergence, the company’s new Board of Directors will include: General Donald G. ‘Don’ Cook, Gene Davis, Ralph Heath, David Tolley, Gideon Argov, Robert (Bob) Johnson and Bill Boisture. The company expects to name two additional directors prior to the effective date of the Plan. In addition, Bill Boisture will become Chief Executive Officer of Beechcraft Corporation and Steve Miller will become senior advisor to the board. The company’s existing leadership team will remain in place, providing continuity and valuable insight into running the business.
Exit Financing
On Jan. 30, the Court approved the company’s motion to retain J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC to act as joint lead arrangers and joint bookrunners to structure, arrange and syndicate $600 million in exit financing, consisting of a term loan and a revolving line of credit. The affiliated banks of the joint lead arrangers, JPMorgan Chase Bank, N.A. and Credit Suisse AG, have committed to underwrite the financing. The financing will be used to repay all claims under the debtor-in-possession post-petition credit facility, pay certain settlement and cure payments and fund ongoing operations.
Pension Plans
On Jan. 31, the Court approved the company’s agreement with the Pension Benefit Guaranty Corporation (PBGC) and the International Association of Machinists to address its pension plans within the context of its restructuring efforts. According to the terms of the agreement, accrued retirement benefits for participants in the company’s hourly/union plan will remain the responsibility of Hawker Beechcraft, while the PBGC will assume responsibility for the company’s base and salaried plans. Under the terms of this approach, the company estimates that 100 percent of union plan participants and more than 99 percent of non-union plan participants will receive the full amount of normal retirement pension benefits that have already vested. The company has reached a separate agreement to compensate those salaried employees and retirees whose pension benefits would otherwise have been reduced.
Hawker Beechcraft’s legal representative is Kirkland & Ellis LLP; its financial advisor is Perella Weinberg Partners LP; and its restructuring advisor is Alvarez & Marsal. The Ad Hoc Committee of Senior Secured Lenders’ legal representative is Wachtell Lipton Rosen & Katz. Credit Suisse serves as agent for the lenders under Hawker Beechcraft's secured pre-petition and debtor-in-possession credit facilities. Credit Suisse's legal representative is Sidley Austin LLP and its financial advisor is Houlihan Lokey. The Unsecured Creditors Committee’s legal representative is Akin Gump Strauss Hauer & Feld LLP and its financial advisor is FTI Consulting, Inc.
Hawker Beechcraft is a world-leading manufacturer of business, special mission, light attack and trainer aircraft – designing, marketing and supporting aviation products and services for businesses, governments and individuals worldwide. The company’s headquarters and facilities are located in Wichita, Kan., with operations in Little Rock, Ark.; Chester, England, U.K.; and Chihuahua, Mexico. The company leads the industry with a global network of more than 90 factory-owned and authorized service centers. For more information, visit www.beechcraft.com.
Message to our Vendors and Suppliers
February 1, 2012
Dear Valued Partner,
We are happy to share an important update with you regarding our restructuring. The U.S. Bankruptcy Court for the Southern District of New York has approved our Joint Plan of Reorganization (Plan), paving the way for the company to emerge from Chapter 11 by the end of February.
This ruling marks the final significant step in the restructuring process for Hawker Beechcraft. As you know, throughout this process we have been guided by the goal of emerging in a strong operational and financial position, with an enhanced ability to compete well into the future. Our recapitalization and dramatically reduced debt load, along with the support we have received from our employees, key creditors, customers and you, our valued partners, will allow us to do exactly that.
We expect the Plan to become effective—and, thus, officially emerge from Chapter 11—by the end of February. At that time, the company will be renamed Beechcraft Corporation and implement a business plan that focuses on its turboprop, piston, special mission and trainer/attack aircraft and on its parts, maintenance, repairs and refurbishment businesses. On the effective date, Bill Boisture will become Chief Executive Officer and Steve Miller will become senior advisor to the Board of Directors. The company’s existing leadership team will remain in place as we emerge from this process, providing continuity and valuable insight into running the business.
We look forward to implementing the Plan the Court has confirmed in the weeks to come, as we continue to serve our customers around the world. We value our partnership with you and will continue to keep you informed with appropriate updates.
Sincerely,
 | |  | |
Steve Miller CEO Hawker Beechcraft, Inc. | | Bill Boisture Chairman Hawker Beechcraft Corporation | |
Letter to our Customers
February 1, 2013
Dear Valued Customer,
We are happy to share an important update with you regarding our restructuring. The U.S. Bankruptcy Court for the Southern District of New York has approved our Joint Plan of Reorganization (Plan), paving the way for the company to emerge from Chapter 11 by the end of February.
This ruling represents the final significant step in the restructuring process for Hawker Beechcraft. As you know, throughout this process we have been guided by the goal of emerging in a strong operational and financial position, with an enhanced ability to compete well into the future. Our recapitalization and dramatically reduced debt load, along with the support we have received from employees, key creditors, suppliers and you, our valued customers, will allow us to do exactly that.
We expect the Plan to become effective—and, thus, officially emerge from Chapter 11—by the end of February. At that time, the company will be renamed Beechcraft Corporation and implement a business plan that focuses on its turboprop, piston, special mission and trainer/attack aircraft and on its parts, maintenance, repairs and refurbishment businesses. On the effective date, Bill Boisture will become Chief Executive Officer and Steve Miller will become senior advisor to the Board of Directors. The company’s existing leadership team will remain in place as we emerge from this process, providing continuity and valuable insight into running the business.
As it has throughout this process, the company continues to provide service, maintenance, parts and technical support through its Hawker Beechcraft Services facilities and Hawker Beechcraft Parts and Distribution network for the full line of Hawker and Beechcraft products. With the highest quality of maintenance training, full factory engineering support and focused, model-specific expertise, no one can take better care of these airplanes than this team of people.
We look forward to implementing the Plan the Court has confirmed in the weeks to come, as we continue to serve our customers around the world. We value your business and will continue to keep you informed with appropriate updates.
Sincerely,
 | |  | |
Steve Miller CEO Hawker Beechcraft, Inc. | | Bill Boisture Chairman Hawker Beechcraft Corporation | |
Beechcraft Emerges from Chapter 11 a Stronger Global Company
Company formally secures long-term financing, ends bankruptcy process
WICHITA, Kan. (Feb. 19, 2013) – Beechcraft, formerly Hawker Beechcraft, announced today it has formally emerged from the Chapter 11 process as a new company well-positioned to compete vigorously in the worldwide business aviation, special mission, trainer and light attack markets.
The company’s Joint Plan of Reorganization (Plan) was approved by the U.S. Bankruptcy Court for the Southern District of New York on Feb. 1, 2013, and became effective on Feb. 15, 2013. Beechcraft exits the restructuring process with a dramatically reduced debt load, a stable, restructured balance sheet and the support of a well-capitalized shareholder base.
“Today marks the rebirth of an 80-year-old American aircraft manufacturing business with a globally recognized brand. Beechcraft has emerged from this process a stronger company with both financial and operational strength and stability,” said Bill Boisture, Chief Executive Officer of Beechcraft. “We have a strong line of versatile and globally renowned products like the King Air turboprop and the T-6 military trainer aircraft, and the largest global customer support network in the industry. Our highly skilled and dedicated work force is focused on building aircraft of exceptional quality and reliability. With these elements as our foundation for the future, we will compete worldwide and we will win.
“I would like to thank our employees for their hard work and focus, and our union partner, key creditors, elected officials, suppliers and customers for their strong support throughout this process,” Boisture added.
Beechcraft’s product portfolio includes the King Air family of the 350i, 250 and C90GTx. The worldwide fleet of more than 7,000 King Air turboprops serves a wide variety of missions and has amassed more than 50 million flight hours while operating in 115 countries around the world. Its piston-engine Bonanza G36 and Baron G58 twin continue to represent the pinnacle of high-performance, six passenger capability for their class. A global fleet of nearly 25,000 Baron and Bonanza aircraft also serve as an entry level platform for the King Air line. The company’s defense products include the proven T-6 military trainer that touts a worldwide fleet of nearly 800 aircraft and more than 2.1 million flight hours, along with the newly introduced multi-role AT-6 for the Light Attack mission.
The company’s Global Customer Support (GCS) team and its factory-owned service center network, Hawker Beechcraft Services, will continue supporting all Hawker and Beechcraft products. The network includes 10 facilities in the United States, Mexico and the United Kingdom, along with more than 90 authorized service centers around the world. The GCS team is dedicated to improving the value of Hawker and Beechcraft aircraft by employing products and services to simplify ownership, reduce operating cost and increase resale value. Two examples of this include the factory designed, engineered and supported Hawker 400XPR and Hawker 800XPR jet programs in which the company is offering owners the opportunity to upgrade engines, avionics and aerodynamics on their current aircraft.
Corporate Governance, Financing and Ownership
Robert (Bob) Johnson is the Chairman of the company’s new board. Its other members are: General Donald G. ‘Don’ Cook, Gene Davis, Ralph Heath, David Tolley, Gideon Argov, Mark Ronald, Paul Fulchino and Bill Boisture. The company’s leadership team remains in place, providing continuity and stability in running the business.
As previously announced, Beechcraft secured $600 million in permanent financing, including a $425 million term loan facility and a $175 million revolving facility. A portion of the term loan facility was used to repay the company’s debtor-in-possession credit facility and to satisfy certain settlement and cure costs payable under the Plan. The remainder, together with the revolving facility, is funding ongoing operations. J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC acted as joint lead arrangers and joint bookrunners to structure, arrange and syndicate the financing.
As detailed in the Plan, effective on Feb. 15, 2013, pre-petition secured bank debt, unsecured bond debt, and certain general unsecured claims have been canceled and holders of such claims received equity in the reorganized company in the percentages negotiated by the major creditor groups at the time the company commenced its Chapter 11 proceedings.
The company’s legal representative is Kirkland & Ellis LLP; its financial advisor is Perella Weinberg Partners LP; and its restructuring advisor is Alvarez & Marsal. The Ad Hoc Committee of Senior Secured Lenders’ legal representative is Wachtell, Lipton, Rosen & Katz. The Ad Hoc Committee of Senior Noteholders’ legal representive is Milbank, Tweed, Hadley & McCloy LLP and its financial advisor is Blackstone. The Unsecured Creditors Committee’s legal representative is Akin Gump Strauss Hauer & Feld LLP and its financial advisor is FTI Consulting, Inc.
About Beechcraft
Beechcraft designs, builds and supports versatile and globally renowned aircraft, including the King Air turboprops, piston-engine Baron and Bonanza, and the T-6 trainer and AT-6 light attack military aircraft. Its 5,400 highly skilled employees are focused on continuously improving the company’s products and services which are sold to individuals, businesses and governments worldwide. In business since 1932, Beechcraft has built more than 54,000 aircraft and more than 36,000 continue flying today. It leads the industry with a global network of more than 90 factory-owned and authorized service centers. The company’s headquarters and major manufacturing facilities are located in Wichita, Kan. For more information, visit beechcraft.com or follow us on Twitter @Beechcraft.
We value our partnership with you
February 19, 2013
Dear Valued Partner,
I am very pleased to inform you that Beechcraft, formerly Hawker Beechcraft, has formally emerged from the Chapter 11 process as a new company well-positioned to compete vigorously in the worldwide business aviation, special mission, trainer and light attack markets.
The company’s Joint Plan of Reorganization (Plan) was approved by the U.S. Bankruptcy Court for the Southern District of New York on Feb. 1, 2013, and became effective on Feb. 15, 2013. In accordance with the Plan, Beechcraft exits the restructuring process with $600 million in place for the long-term financing.
Today marks the rebirth of an 80-year-old American aircraft manufacturing business with a globally recognized brand. Beechcraft has emerged from this process a stronger company with both financial and operational strength and stability. We have a strong line of versatile and globally renowned products like the King Air turboprop and the T-6 military trainer aircraft, and the largest global customer support network in the industry. Our highly skilled and dedicated work force is focused on building aircraft of exceptional quality and reliability. With these elements as our foundation for the future, we will compete worldwide and win.
We value our partnership with you and thank you for the strong support you have given us throughout this process. We look forward to working closely with you as we embark on the next exciting chapter for this great company.
I encourage you to click here to view a video featuring the proud men and women of Beechcraft.
Sincerely,
 |
Bill Boisture CEO | |
We value your business and thank you
February 19, 2013
Dear Valued Customer,
I am very pleased to inform you that Beechcraft, formerly Hawker Beechcraft, has formally emerged from the Chapter 11 process as a new company well-positioned to compete vigorously in the worldwide business aviation, special mission, trainer and light attack markets.
The company’s Joint Plan of Reorganization (Plan) was approved by the U.S. Bankruptcy Court for the Southern District of New York on Feb. 1, 2013, and became effective on Feb. 15, 2013. In accordance with the Plan, Beechcraft exits the restructuring process with $600 million in place for the long-term financing of the company.
Today marks the rebirth of an 80-year-old American aircraft manufacturing business with a globally recognized brand. Beechcraft has emerged from this process a stronger company with both financial and operational strength and stability. We have a strong line of versatile and globally renowned products like the King Air turboprop and the T-6 military trainer aircraft, and the largest global customer support network in the industry. Our highly skilled and dedicated work force is focused on building aircraft of exceptional quality and reliability. With these elements as our foundation for the future, we will compete worldwide and we will win.
The new company is committed to providing service, maintenance, parts and technical support through its Hawker Beechcraft Services facilities and Hawker Beechcraft Parts and Distribution network for the full line of Hawker and Beechcraft products.
We value your business and thank you for the strong support you have given us throughout this process. We look forward to continuing to provide the world-class aircraft and service you have come to expect from us as we embark on the next exciting chapter for this great company.
I encourage you to click here to view a video featuring the proud men and women of Beechcraft.
Sincerely,
 |
Bill Boisture CEO | |
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