Keystone Helicopter Acquired by Aviation Venture Capital Group

Business Wire, Jan 15, 2002

Business Editors

WEST CHESTER, Pa.--(BUSINESS WIRE)--Jan. 15, 2002

Keystone Helicopter Corporation ("Keystone"), one of the largest helicopter services and air-medical firms of its type in the Eastern USA, has been acquired by an aviation venture capital group assembled as a holding company called Keystone Ranger Holdings, Inc. (visit www.keystonehelicopter.com).

The venture group includes Ranger Aerospace LLC, Meridian Venture Partners, CD Ventures, and other private investors. Senior financing for the private stock acquisition was provided by First Union Bank/Wachovia.

Other institutional investors are expected to join the group as follow-on acquisitions become available and the holding company expands its equity base. Exact terms of the private investment will not be disclosed.

Steve Townes, Chairman/CEO and founder of Keystone Ranger Holdings, said: "Keystone Helicopter is a strong and growing company, with an exceptional reputation for high quality, customer performance, and safety. Our objective is to carefully grow Keystone Helicopter as a platform company, as we continue to search for other acquisitions and mergers in the helicopter services industry in North America, Europe, and elsewhere. Keystone Helicopter will grow its substantial air-medical flight services operations principally in the Northeastern quadrant of the USA, and will concurrently expand its already substantial helicopter maintenance, engine overhaul, avionics, completions, engineering, and other technical services capabilities."

Townes, a West Point graduate, is an aerospace industry entrepreneur whose most recent venture as founder of Ranger Aerospace was the acquisition and growth of Aircraft Service International Group ("ASIG"), where he was President & CEO.

ASIG, sold in July 2001 to a British conglomerate, is now one of the largest airfield services companies in the commercial aviation industry, with over 8000 employees at more than 100 major airports in North America and Europe.

The Chief Financial Officer of Keystone Ranger Holdings is James McCaughan, formerly the Vice President-Finance of Rollins Leasing Corp., a $1.2 Billion transportation and logistics company in Wilmington DE.

Operating leadership of Keystone Helicopter remains the same, with Peter Wright, Jr., in place as the company's long-serving President. The divisional officers of Keystone Helicopter all remain in their respective positions.

Peter Wright, Jr. said: "The Keystone Helicopter management team has grown the company steadily to market leadership. Our management and employees are all very enthusiastic about the opportunities this investment in Keystone will provide. We now move forward together into a new phase in Keystone's 5-decades history."

Mr. Wright and his brother Timothy Wright were the principal shareholders of Keystone Helicopter, and both are also now significant stock and option holders in the new enterprise. Peter Wright, Sr., the original founder of Keystone Helicopter, and Chairman of the American Helicopter Museum, has agreed to become Chairman Emeritus of the company.

Keystone Helicopter, with principal offices and a large maintenance base in West Chester PA, was founded in 1953 and has developed a wide reputation in the ensuing 48 years as a high quality helicopter services and air ambulance company. Its customers include major hospital systems, state and local governments, federal agencies, OEM's, and other helicopter fleet operators.

Almost half of its business is in air-medical flight services, operating a large fleet of heavy jet turbine helicopters in 19 locations in the Northeastern USA. The other half of Keystone's business is in the maintenance, overhaul, outfitting, and retrofitting of helicopters for customers from around the helicopter industry, including long relationships with OEM's.

Keystone operates under FAA certificates for Repair Station (Part 145), Flight Operation (Part 135), and Designated Alteration Station ("D.A.S.") activities.

Meridian Venture Partners (www.meridian-venture.com), with offices in Radnor PA, is a private equity investment firm that provides venture capital to later-stage growth companies, and financing for acquisitions and recapitalizations. MVP's portfolio companies represent diverse industries, including aviation, publishing, media, specialty retailing, manufacturing, life sciences, and software.

Total capitalization of MVP's two venture funds is $125 Million. Part of MVP's stated investment approach is to invest in companies seeking to consolidate an industry by acquiring competitors or similar businesses in other geographic markets.

CD Ventures (www.cdventures.net), with offices in Berwyn PA, is a private equity investment advisory company with a portfolio of businesses in aviation services, health care, receivables collections, and telephony. CD Ventures specializes in "incubating" acquisitions and management buyouts with well-qualified CEO's in these and other industries where consolidation opportunities are identified.