Northstar Announces CCAA and Chapter 11 Filings

CHICAGO, IL, June 14, 2012 /CNW/ - June 14, 2012, Northstar Aerospace, Inc. (the "Corporation", together with its affiliates "Northstar") announced today that, after full consideration of all its available alternatives, its U.S. subsidiaries, Northstar Aerospace (USA) Inc., Northstar Aerospace (Chicago) Inc., Derlan USA Inc. and D-Velco Manufacturing of Arizona, Inc. have filed Chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware.   The Corporation, Northstar Aerospace (Canada) Inc. and certain of its Canadian subsidiaries are applying today for an Initial Order from the Ontario Superior Court of Justice (Commercial Division) under the Companies' Creditors Arrangement Act ("CCAA").  The main purpose of the filings is to effectuate a going concern sale of the business as discussed below.

The Corporation will be requesting CCAA protection for an initial period of 30 days, expiring on July 14, 2012. While under CCAA and Chapter 11 protection, creditors and others are stayed from pursuing any claims or enforcing any rights against the filing entities.

The Corporation's Board of Directors have elected to resign their positions concurrently with the CCAA filing.  The Corporation is seeking the appointment of FTI Consulting Canada, Inc., as Chief Restructuring Officer under the Initial Order.  The Corporation also is proposing that Ernst & Young Inc. be appointed as monitor in the CCAA proceeding (the "Monitor").

It is intended that Northstar's operations will continue uninterrupted during the CCAA and Chapter 11 proceedings and obligations to employees and suppliers of goods and services provided after the filing date will continue to be met.

Northstar's existing secured lenders have agreed to provide additional debtor-in-possession ("DIP") financing of up to U.S. $4 million during the CCAA and Chapter 11 proceedings, subject to customary terms and conditions. Northstar has also obtained additional DIP financing of up to U.S. $7 million, subject to customary terms and conditions from Boeing Capital Loan Corporation.

The Corporation has entered into an asset purchase agreement, subject to approval of the Courts (the "APA") with Heligear Acquisition Co. and Heligear Canada Acquistion Corporation, affiliates of Wynnchurch Capital, Ltd., pursuant to which substantially all of the assets of Northstar will be sold for an aggregate purchase price of approximately U.S. $70 million, together with the assumption of certain liabilities.  This "stalking horse bid" will be subject to a competitive bidding procedure, whereby, higher and better offers may be obtained. The bidding procedure and timelines are subject to approval of the Courts, but it is currently anticipated that the deadline for superior bids will be on or around July 14, 2012.  If no superior offers are received, there would be insufficient proceeds to repay Northstar's secured creditors and consequently no proceeds to pay any of the Corporation's unsecured creditors or shareholders.

All inquiries regarding the CCAA proceeding should be directed to the Monitor (hotline is 855-769-3922 or local 416-943-3889). Information about the Corporation's CCAA proceeding, including copies of the APA, all Court Orders and the Monitor's reports, will be available on the Monitor's website at www.ey.com/ca/northstaraerospace.  All inquiries regarding the Chapter 11 proceeding should be directed to FTI Consulting at telephone [phone] or [email protected]. Information about the Corporation's Chapter 11 proceeding, including copies of the APA and all Court Orders, will be available at www.loganandco.com.

Harris Williams & Co. acted as financial advisor to Northstar in connection with the selection of the stalking horse bidder and is being proposed to continue to serve as financial advisor through the CCAA and Chapter 11 proceedings.

About Northstar Aerospace, Inc.:

Northstar Aerospace, Inc. (www.nsaero.com) is North America's leading independent manufacturer of flight critical gears and transmissions.  Northstar Aerospace, Inc. is a public company with operating subsidiaries in the United States and Canada.  Its principal products include helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts.  It also provides maintenance, repair and overhaul of components and transmissions. The Company's executive offices are located in Chicago, Illinois.  Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario.

About Wynnchurch Capital, Ltd.:

Wynnchurch Capital, Ltd., headquartered in the Chicago suburb of Rosemont, Illinois with offices in Dallas, Detroit, and Toronto and an affiliate office in Montreal, was founded in 1999 and is a leading middle-market private equity investment firm. Wynnchurch's strategy is to partner with middle market companies in the United States and Canada which have outstanding management teams and possess the potential for substantial growth and profit improvement. Wynnchurch Capital manages a number of private equity funds with capital under management in excess of $1 billion specializing in management buyouts, recapitalizations, corporate carve-outs, restructurings and growth capital. More information about Wynnchurch Capital can be found at: www.wynnchurch.com.

Forward Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact included in this press release, including the statements in the press release relating to the Corporation's CCAA proceeding, the sales process and obtaining additional financing may be or include forward-looking statements. Forward-looking information contained herein is based upon a number of assumptions and actual future events may differ materially depending on a variety of factors, including the Corporation's ability to access sufficient financing and the conditions associated with the sale of the Corporation's assets. Other important factors that could cause actual results to differ materially from the Corporation's expectations (together with the cautionary statements in the previous sentence, "Cautionary Statements") are included in the Corporation's Consolidated Financial Statements for the Years Ended December 31, 2010 and 2009 -  Management's Discussion and Analysis - Risks and Uncertainties, the Corporation's Annual Information Form filed on March 25, 2011, under the heading of Risks and Uncertainties, the Corporation's Consolidated Interim Financial Statements for the three and nine months ended September 30, 2011, and 2010 under the heading Basis Of Preparation And Adoption Of IFRS - Going Concern and in the related Management's Discussion and Analysis under the heading Risks and Uncertainties and the heading Going Concern. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to have been correct. All information contained in this press release and subsequent written and oral forward-looking statements attributable to the Corporation or persons acting on behalf of the Corporation are expressly qualified in their entirety by the Cautionary Statements. The Corporation disclaims any intentions or obligation to update or revise any forward looking statements or comments as a result of any new information, future event or otherwise, unless such disclosure is required by law.

David G. Anderson, General Counsel at [email protected] or 708.728.2055