TIMCO Aviation Services, Inc. Announces Expiration of Offer of Premium for Early Conversion Of Its Outstanding Senior and Junior
October 10 2005 - 7:00AM
PR Newswire (US)
GREENSBORO, N.C., Oct. 10 /PRNewswire-FirstCall/ -- TIMCO Aviation
Services, Inc. (OTC:TMAS) (BULLETIN BOARD: TMAS) today announced
the expiration of the offer and consent solicitation to the holders
of its 8% senior subordinated convertible PIK notes due 2006
("Senior Notes") and to the holders of its 8% junior subordinated
convertible PIK notes due 2007 ("Junior Notes", and collectively
with the Senior Notes, the "Notes") to receive a 15% premium for
agreeing to an early conversion of their Notes into shares of the
Company's authorized but unissued common stock. The offer and
consent solicitation expired at 5:00 p.m., New York City time, on
October 6, 2005. As of 5:00 p.m., New York City time, on October 6,
2005, the Company received tenders and the related consents from
holders of 98% of its outstanding Senior Notes and tenders from the
holders of 30% of its outstanding Junior Notes. In accordance with
the terms of the offer, all Notes that were properly tendered were
accepted for early conversion. The Company received consents
representing a majority in aggregate principal amount of the
outstanding Senior Notes in the consent solicitation, and
accordingly, the proposed amendments to the indenture governing the
Senior Notes will become effective upon the closing of the offer
and consent solicitation. No such consent was sought from the
holders of the outstanding Junior Notes, since the covenant
protections contained in the indenture relating to the Junior Notes
were previously terminated in connection with the closing of the
Company's January 2005 tender offer. At the closing of the offer
and consent solicitation, which is expected to take place on
Wednesday, October 12, 2005, the Company will issue 161.6 million
shares of its authorized but unissued common stock to the holders
of the Senior Notes who tendered in the offer (including 21.1
million premium shares), 0.9 million shares of its authorized but
unissued common stock to the holders of the Junior Notes who
tendered in the offer (including 0.1 million premium shares), and
60.6 million shares of its authorized but unissued common stock to
LJH Ltd., an entity controlled by the Company's principal
stockholder, in connection with its partial exercise of the LJH
Warrant. After the closing of the offer and consent solicitation,
the Company will have 479.5 million shares outstanding and the
Company's principal stockholder, Lacy Harber, will own
approximately 43% of the outstanding common stock. After completion
of the offer and consent solicitation, an aggregate of
approximately $2 million of Senior Notes and Junior Notes will
remain outstanding. All such remaining Senior Notes and Junior
Notes will convert into shares of common stock at their maturity.
TIMCO Aviation Services, Inc. is among the world's largest
providers of aviation maintenance, repair and overhaul (MRO)
services for major commercial airlines, regional air carriers,
aircraft leasing companies, government and military units and air
cargo carriers. The Company currently operates four MRO businesses:
Triad International Maintenance Corporation (known as TIMCO),
which, with its four active locations (Greensboro, NC; Macon, GA;
Lake City, FL and Goodyear, AZ), is one of the largest independent
providers of heavy aircraft maintenance services in the world and
also provides aircraft storage and line maintenance services; Brice
Manufacturing, which specializes in the manufacture and sale of new
aircraft seats and aftermarket parts and in the refurbishment of
aircraft interior components; TIMCO Engineered Systems, which
provides engineering services both to our MRO operations and our
customers; and TIMCO Engine Center, which refurbishes JT8D engines
and performs on-wing repairs for both JT8D and CFM-56 series
engines. Visit TIMCO online at http://www.timco.aero/ . This press
release contains forward-looking statements, including statements
regarding the Company's anticipated loss for the 2005 third quarter
and the 2005 fiscal year. Forward-looking statements involve known
and unknown risks and uncertainties, which may cause the Company's
actual results in future periods to differ materially from
forecasted results. A number of factors, including those identified
above and in the Company's Annual Report on Form 10-K for the year
ended December 31, 2004 and its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005, could adversely affect the
Company's ability to obtain these results. Copies of the Company's
filings with the U.S. Securities and Exchange Commission are
available from the SEC or may be obtained upon request from the
Company. The Company does not undertake any obligation to update
the information contained herein, which speaks only as of this
date. DATASOURCE: TIMCO Aviation Services, Inc. CONTACT: Roy T.
Rimmer, Jr., Chairman & CEO, or James H. Tate, Executive Vice
President, CAO and CFO, +1-336-668-4410, both of TIMCO Aviation
Services, Inc. Web site: http://www.timco.aero/
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