Seabury Serves as Financial Advisor in MRO Industry Merger

NEW YORK, February 18, 2005 – Seabury today announced that it served as financial advisor to ExelTech, a Montreal, Canada-based aircraft maintenance, repair, and overhaul (MRO) provider in its merger with NordTech Aerospace Inc. of Quebec City. The combined company, ExelTech Aerospace Inc., becomes Canada’s largest publicly traded MRO company, with three aircraft maintenance facilities, 400 employees and annual revenues at a current rate of more than C$40 million.

Under terms of the reverse takeover transaction, NordTech issued C$23 million in cash, shares and notes to acquire all the issued and outstanding shares of ExelTech. Concurrent with the merger, an underwriting syndicate led by National Bank Financial Inc. completed a private placement of NordTech shares that was heavily oversubscribed and generated gross proceeds of approximately C$10 million. These funds will be used for the future expansion of ExelTech Aerospace.

“Seabury is excited to have been a part of a transaction that brings together two of Canada’s leading MRO providers,” said James T. Lalos, Seabury managing director. “Having worked on numerous aviation-related transactions, we believe that this combination creates a leading MRO company that is strategically positioned to capitalize on the changing dynamics of the aviation industry.”

Derek Nice, president and CEO of ExelTech, Aerospace, said, “We are delighted with this closing and expect the integration process to be completed by the end of the second quarter of this year. With our combined strengths, we will be better positioned than ever to provide a full range of MRO services to regional and narrow-body aircraft operators around the world.”

Luc Filiatreault, former president and CEO of NordTech and newly appointed executive chairman of the board of ExelTech Aerospace, said, “ExelTech Aerospace now has the critical mass and financial resources needed to pursue its rapid growth plan and achieve its objective of becoming one of the world’s leading MRO companies.”

In 2004, ExelTech and NordTech Aerospace provided maintenance services to 39 different customers from 11 countries on four continents, including some of the world’s largest air carriers, regional airlines and cargo operators.

Mr. Nice said ExelTech Aerospace intends to expand its service offerings and optimize capacity use at its 230,000 square feet of hangar, shop and office space at Montreal’s Pierre Elliott Trudeau International Airport and Quebec City’s Jean Lesage International Airport. “We intend to seize opportunities offered by the growing trend toward MRO outsourcing and by the increasing maintenance requirements of airlines around the world,” he said. “At the same time, we will be keeping a tight control on our costs and implementing leading-edge processes and systems to support profitable growth moving forward.”

The third-largest commercial airframe MRO company in Canada, ExelTech Aerospace holds Transport Canada, U.S. Federal Aviation Administration (FAA) and European Aviation Safety Agency (EASA) approvals to repair a wide range of aircraft, structures, components and electrical and electronic systems. Aircraft models serviced by ExelTech Aerospace include the Boeing 727 and 737, Boeing MD-80/90, Fokker F.100, DC-9, Bombardier Dash-8 100/200/300 and CRJ 100/200, ATR-42 and -72, Embraer ERJ 135/140/145, Saab 340, and Beech 1900D.

Founded in 1995 in New York, Seabury provides investment banking, financial advisory, restructuring and consulting services, primarily for transportation companies and those in related industries. With more than 75 professionals in the United States and Europe, Seabury has one of the largest investment banking, restructuring, and management consulting practices in the world dedicated to the transportation sector.

Seabury served as sole financial advisor to Avianca, Colombia’s leading airline, in its financial restructuring under Chapter 11 bankruptcy protection in the United States, a first for a non-US-based airline. Seabury restructured $274 million of financial obligations, advised the company on $63 million of equity capital from OceanAir, the Brazilian airline, and Federación Nacional de Cafeteros, and reduced aircraft and lease obligations by $70 million.

As investment banker and financial advisor to Air Canada in its recent restructuring under CCAA (Companies’ Creditors Arrangement Act), Seabury restructured approximately C$13 billion of debt and lease obligations, and raised C$1.1 billion of new equity capital through a combination of underwritten rights offering (C$850 million) and private equity (C$250 million). It was one of the largest passenger air carrier equity raises in history. The company also advised Air Canada on the arrangement of C$540 million of exit debt financing as well as on financing for a new regional jet order, and on restructuring its network, distribution system and fleet, and on corporate-wide cost-reduction initiatives.

In addition to its work for Avianca and Air Canada, Seabury has been engaged by US Airways Group. The company previously advised America West Airlines, Inc. (2001) and Continental Airlines, Inc. (1995) in their successful “out-of-court” restructurings. Other assignments include mergers and acquisitions and financial advisory work for such investment funds as Blackstone Capital L.P., Oaktree Capital Management and Texas Pacific Group L.P. and creditor assignments for such financial institutions as US Eximbank, Deutsche Bank, and Lehman Brothers.

Contact: Karen C. Cook
Director of Communications
kcook@seaburygroup.com
+1 212 475 8132