Plans To Acquire Landmark Aviation From The Carlyle Group

BBA Aviation plc has agreed terms for the proposed $2.065 billion acquisition of Landmark Aviation (Landmark) from affiliates of The Carlyle Group. Landmark operates a global network of Fixed Base Operations (FBOs), Aircraft Maintenance and Aircraft Management and Charter businesses. This acquisition represents a major expansion of Signature Flight Support (Signature), a BBA Aviation company, and the world's largest FBO network. The transaction is subject to regulatory and shareholder approvals and is expected to close in early 2016.

Landmark has 68 FBOs that are complementary to Signature's existing network of 133 wholly owned and affiliate global locations. Landmark's aircraft maintenance locations will also supplement Signature's existing MRO operations delivered through its Signature TECHNICAir and CSE Citation Centre brands. Landmark's aircraft management and charter fleet numbers over 110 aircraft.

"This is a transformational step in the continued execution of BBA Aviation's strategy that is both strategically and financially compelling," Simon Pryce, Chief Executive of BBA Aviation, said in a news release. "It represents a unique opportunity to materially expand our global Signature FBO business and deepen our exposure to the attractive B&GA market with its structural growth drivers.

"The acquisition would enable customers to benefit from an extension of Signature's industry-leading service offering and its operational excellence across a much larger network of high quality locations. Combining Signature and Landmark Aviation also would realise significant cost synergies as well substantial tax benefits.

"More broadly, the acquisition increases BBA Aviation's focus on the provision of value-added services to B&GA users and enhances the Group's prospects for cash generation and value creation through effective integration, continued strategy execution and active portfolio management."

"This is a strategic fit for the Signature network. It will significantly expand our reach within North America as well as globally," said Maria Sastre, President and Chief Operating Officer of Signature. "It will also enhance Signature's customer value proposition and materially increase the relevance of our network for our customers. Once completed, Signature will be able to offer its world-class customer experience and loyalty programs across a much broader network of leading B&GA locations. We believe this transaction to be one of the most significant acquisitions in the business and general aviation industry. We look forward to welcoming the Landmark team to the Signature family once the transaction is approved and closed.

Dan Bucaro, President and Chief Executive Officer of Landmark, said, "We are very appreciative of the strong relationships we have developed over the years with airport sponsors, customers, and vendors. We are confident that the success we have achieved at Landmark will carry forward under BBA Aviation's ownership. We especially would like to thank our team at The Carlyle Group for its exceptional support."

"We are extremely grateful to Dan and the entire Landmark team for their strong partnership, during which they worked tirelessly to create one of the world's premier FBO networks and largest managed aircraft fleets," added Adam Palmer, Carlyle Managing Director and Head of the Global Aerospace, Defense and Government Services team. "We are proud of the company's tremendous growth under our ownership and the high level of service provided to its customers."

J.P. Morgan Limited acted as sole financial adviser to BBA Aviation in connection with the transaction. Slaughter and May are serving as legal adviser as to English Law to BBA Aviation on the transaction. Sullivan & Cromwell LLP are serving as legal adviser as to U.S. Law to BBA Aviation on the transaction. Barclays Bank PLC, acting through its investment bank, acted as an adviser to BBA Aviation on certain financial aspects of the transaction.

Morgan Stanley & Co. LLC and Evercore Group L.L.C. acted as financial advisors to Landmark in connection with the transaction. Latham & Watkins LLP, Jones Day and Zuckert, Scoutt & Rasenberger LLP are serving as legal advisors to Landmark and Carlyle on the transaction.

FMI: www.bbaaviation.com, www.landmarkaviation.com, www.carlyle.com