Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

May 2, 2013

Date of Report (Date of earliest event reported)

 

 

Erickson Air-Crane Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35482   93-1307561

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

5550 SW Macadam Avenue, Suite 200

Portland, Oregon 97239

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (503) 505-5800

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

In this report, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company” and “Erickson” refer to Erickson Air-Crane Incorporated and its subsidiaries on a consolidated basis.

 

Item 7.01. Regulation FD Disclosure.

On May 2, 2013, we issued press releases announcing the concurrent completion of (i) the offering of our $400.0 million aggregate principal amount of 8.25% Second Priority Senior Secured Notes due 2020 (the “Notes”), (ii) our previously-announced acquisition of Evergreen Helicopters, Inc. and (iii) our entry into a Credit Agreement with a bank syndicate led by Wells Fargo Bank, National Association, which consists of $100.0 million in senior credit facilities. The press releases are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.

The information contained in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

   

Description

99.1    Press release dated May 2, 2013 regarding Notes.
99.2    Press release dated May 2, 2013 regarding Evergreen Helicopters Acquisition.
99.3    Press release dated May 2, 2013 regarding Credit Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Erickson Air-Crane Incorporated
Dated: May 3, 2013     By:  

/s/ Edward Rizzuti

      Edward Rizzuti
     

Vice President, General Counsel and Corporate

Secretary

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Press release dated May 2, 2013 regarding Notes.
99.2    Press release dated May 2, 2013 regarding Evergreen Helicopters Acquisition.
99.3    Press release dated May 2, 2013 regarding Credit Agreement.