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Keystone Ranger announces sale to Sikorsky

November 01, 2005

WEST CHESTER, PA — Keystone Ranger Holdings, Inc. (“Keystone Ranger”), a suburban Philadelphia-based rotorcraft holding company, announced that its Board of Directors has agreed to sell to Sikorsky Aircraft Corp., a subsidiary of United Technologies Corp. (NYSE: UTX – News). Keystone Ranger is the parent corporation of wholly owned subsidiaries Keystone Helicopter Corporation (“Keystone Helicopter”), with operations in West Chester and Coatesville, Pennsylvania, and Composite Technology, Inc. (“CTI”) of Grand Prairie, Texas with additional operations in Canada, UK, Brazil and Singapore. The finalization of the transaction is subject to the approval of the U.S. government and other regulatory authorities, as well as certain other conditions. The deal is expected to close in the fourth quarter of this year. The terms of the acquisition were not disclosed.

Steve Townes, Chairman, Chief Executive Officer and founder of Keystone Ranger, said “Sikorsky’s acquisition of Keystone Ranger will enable both Keystone Helicopter and CTI to benefit from the considerable momentum and resources of Sikorsky and its parent corporation, United Technologies. This is a significant development that will strengthen the competitive offerings of both organizations, and allow Keystone and CTI to vault forward with important new strengths for customers and employees alike. We are very pleased with both the growth opportunities for our people and the success that this represents for our shareholders.”

Keystone Ranger’s shareholder roster includes Argosy Investment Partners, Brown Brothers Harriman, Spring Capital, Meridian Venture Partners, Merion Investment Partners and Ranger Aerospace LLC, as well as management and a number of other private investors.

Steve Finger, Sikorsky’s President, said “Keystone Helicopter is a great strategic fit for Sikorsky, providing us with proven leadership, a highly skilled workforce, and dedicated operations for the completion, customization, and support to meet the increase in demand for Sikorsky helicopters.” Mr. Finger further said “This acquisition allows Sikorsky to meet growing demand for its products and services while adding flexible internal capabilities to meet increasing industry requirements for highly-customized commercial aircraft for a broad portfolio of customers. Our mutual strengths, combined competencies, and Keystone’s and CTI’s excellent relationships with Sikorsky, as well as with Agusta, Bell, Eurocopter, MD Helicopter, Rolls Royce, Pratt and Whitney and Turbomeca provides a spectrum of aircraft and aftermarket services that will create new opportunities for the customers and employees of both organizations and creates value for our shareholders.”

Keystone Helicopter specializes in full-service engineering, completion and technical support for commercial helicopters, as well as air medical flight operations. CTI, Keystone’s sister company, is a large overhauler of helicopter rotor blades. Sikorsky is one of the premier rotorcraft companies in the world, and United Technologies is an international multi-industry $37 Billion public company. Total employment of the acquired companies is 650 people. Total revenue of the acquired companies is approximately $125 Million in 2005. Keystone Helicopter and CTI will both continue to operate under their respective long standing brand names, as wholly owned subsidiaries of Sikorsky.

Keystone Ranger’s Board of Directors was advised in the negotiation of this transaction by the investment banking firmStephens, Inc., of Little Rock, Arkansas, and by the law firm of Pepper Hamilton, LLP, in Philadelphia, Pennsylvania.

Sikorsky, based in Stratford, Conn., is a world leader in rotorcraft design, manufacturing and service. It builds helicopters in the intermediate to heavy weight classes. The company’s 2004 revenues totaled $2.5 billion. Sikorsky is a subsidiary of United Technologies Corporation, of Hartford, Conn., which provides a broad range of high-technology products and support services to the aerospace and building systems industries, with revenues of $37 Billion. Sikorsky helicopters occupy a prominent international position in the intermediate to heavy range of 11,700 lb. (5,300 kg.) to 73,500 lb. (33,000 kg.) gross weight. The company’s helicopters are used by all branches of the United States armed forces, along with military services and commercial operators in more than 40 nations.

Keystone Helicopter, with principal offices and a large maintenance base in Coatesville PA, was founded in 1953 and has developed a wide reputation in the ensuing 52 years as a high quality helicopter services and air ambulance company. Keystone’s current President, David Ford, will remain in position under Sikorsky. The company has recently expanded its facilities to a very large new rotorcraft technical center called the Keystone “Heliplex” adjacent to the Chester County Airport in Coatesville PA. Its customers include Fortune 500 companies, large private companies, state and local governments, federal agencies, the US military, OEMs, offshore, air medical and other helicopter fleet operators, and major Northeast USA hospital systems. Over 75% of Keystone’s business is in the factory “completion,” maintenance, overhaul, outfitting, and retrofitting of helicopters for customers from around the helicopter industry, including long relationships with OEMs; this constitutes over 550,000 man-hours per year of billable technical operations. The rest of Keystone’s business is the flight operation of its large fleet of EMS helicopters at 25 medical bases in the Northeast, with nearly 16,000 lifesaving missions each year. Keystone is certified to ISO-9000 and AS-9100 standards, and is a perennial winner of the FAA’s “Diamond Awards” and the Helicopter Association International’s “Platinum Award” for training and quality. Keystone operates under FAA certificates for Repair Station (Part 145), Flight Operation (Part 135), and Designated Alteration Station (“D.A.S.”) activities.

Composite Technology, Inc. (“CTI”), with principal offices and main overhaul plant in Dallas/Fort Worth TX, is one of the rotorcraft industry’s largest overhaulers of rotor blades and composite structures. CTI’s current President, Michael Topa, will remain in position under Sikorsky. CTI performs extensive repairs and modifications to rotor blades for almost every helicopter type built in the world, and is licensed by Agusta, Bell, Eurocopter, Kazan Helicopters, MD Helicopters, Schweizer and Sikorsky, and respective local aviation regulatory authorities. In aggregate through all of its overhaul facilities, CTI processes on average more than 250 rotor blades each month, and performs over 200,000 man-hours of technical service annually. CTI has been a market leader in rotor blade repairs for over 30 years for both military and civil helicopters. Specializing in bonded structures, both metal and composite, CTI also manufactures composite parts, and has branch repair facilities in Singapore, England, Brazil, and Canada.

Argosy Partners, an equity and mezzanine investor in Keystone Ranger, with offices in Wayne PA, is a private equity investment firm that specializes in investing in middle market companies in need of growth capital. Argosy, through its various entities and affiliates, has more than $300 Million invested and under management. Argosy’s capital is used to finance internal growth, acquisitions, facilitate a recapitalization and funded leveraged buyouts (LBOs) and management buyouts (MBOs), allowing Argosy to participate with management and its investment partners in the appreciation of the company’s value. Argosy currently has 40 companies of various types in its investment portfolios, and has invested in more than 60 companies since its inception in 1989.

Brown Brothers Harriman with principal offices in New York, is one of the oldest and largest partnership banks in America with operations and investments throughout the world. Brown Brothers Harriman currently operates in nine domestic and seven overseas locations with approximately 2,700 employees. In addition to a full range of commercial banking facilities, the firm is among the leading providers of global custody, foreign exchange, private equity, merger and acquisition services, investment management for individuals and institutions, personal trust & estate administration and securities brokerage. This investment was made by Brown Brothers’ 1818 SBIC Mezzanine Fund, which invests mezzanine and equity capital in established, middle market companies.

Meridian Venture Partners, based in suburban Philadelphia (Radnor, PA), is a leading private equity investment firm that provides financing for acquisitions, buyouts, expansion capital, and recapitalizations of middle market companies with $10 to $100 million of revenues. MVP leverages its professionals’ expertise and its capital by partnering with accomplished management teams to build successful companies. MVP I is capitalized with $55 million of capital, and is fully invested. MVP II is capitalized with over $150 million of capital and is currently being actively invested. MVP’s investment approach is to identify inherently profitable businesses, invest in them on attractive terms and then work toward a timely and profitable exit.

Spring Capital Partners, L.P., with offices in Radnor Pa, focuses on high performance medium sized companies in the Mid-Atlantic U.S. and has a diverse portfolio of investments across several industries, principally in the form of mezzanine capital. Spring Capital’s mission is to contribute to the success of small and medium-sized businesses by providing mezzanine financing, a critical component of investment capital for growing companies. Beyond a financial commitment, Spring Capital provides the management services of skilled professionals. Collectively, the principals of Spring Capital have decades of experience in venture capital, commercial banking, investment banking, operating management and entrepreneurship.

Merion Investment Partners, L.P., based in King of Prussia PA, specializes in investing in companies that have strong growth potential, proven management teams, and a strategic competitive advantage. Merion is a $110 million mezzanine investment fund specializing in helping middle market sized companies grow and improve. Licensed as an SBIC, Merion invests mezzanine debt with equity features in companies to support organic growth, acquisitions, buyouts and generational transfer of ownership. Merion will also co-invest as an equity investor with private equity funds.

Ranger Aerospace LLC, with offices in West Chester PA and Dallas/Fort Worth TX, is a privately held investment and management holding company with private equity institutions, venture capital companies, and management as shareholders. Ranger’s previous successful venture was the buildup of Aircraft Service Intl Group into a company that today employs over 8000 people in airport services operations in North America and Europe. Ranger and its co-investors add value to acquired companies via seasoned veterans experienced in aviation services, aerospace programs, engineering, finance, corporate development, MIS, marketing & strategic planning, Total Quality Management, mergers & acquisitions, post-merger integration, and turnarounds. Ranger’s CEO is Steve Townes, an engineering graduate of West Point, aerospace entrepreneur, and industry leader.