Clairvest to increase size of majority stake in Discovery Air

Canadian mid-market private equity firm Clairvest Group has agreed to buy additional shares in Discovery Air Inc (TSX: DA), a specialty aviation and logistics company headquartered in Etobicoke, Ontario. As a result of the proposed acquisition, Clairvest may increase its interest in the business from about 75.5 percent of issued and outstanding common shares at present to as much as 82.7 percent. Discovery Air, which operates over 160 aircraft and provides airborne training to international military groups and other customers, received a $70 million investment from Clairvest in 2011.

PRESS RELEASE

Clairvest Group Inc. Enters Into Agreements to Acquire Shares of Discovery Air Inc.

TORONTO, ON–(Marketwired – May 11, 2015) – Clairvest Group Inc. (“Clairvest”) announced today that it entered into agreements to acquire 4,249,457 common shares (“Common Shares”) of Discovery Air Inc. (TSX: DA) (“Discovery”) representing approximately 5.2% of Discovery’s current issued and outstanding Common Shares, at a price of $0.30 per share. The agreements also provide that Clairvest may acquire up to an additional 178,252 Common Shares (the “Additional Common Shares”), representing approximately 0.2% of Discovery’s current issued and outstanding Common Shares, at a price of $0.30 per share. The Common Shares are being purchased pursuant to a right of first refusal granted to certain shareholders of Discovery (including funds controlled by Clairvest) pursuant to the shareholders agreement dated September 23, 2011 between Discovery, funds controlled by Clairvest and certain of Discovery’s other shareholders (the “Shareholders Agreement”). The acquisition by Clairvest of the Additional Shares is subject to a right of first refusal in favour of those other shareholders pursuant to the Shareholders Agreement.

Clairvest together with persons acting jointly with Clairvest currently own, or exercise control over, 61,881,869 Common Shares representing approximately 75.5% of Discovery’s current issued and outstanding Common Shares. Clairvest together with persons acting jointly with Clairvest currently own, or exercise control over, $92,407,035 principal amount of convertible debentures of Discovery (the “Debentures”) that are convertible, in certain circumstances, into 8,812,226 Common Shares at a current effective conversion price of $10.49 per Common Share. The 61,881,869 Common Shares that Clairvest and persons acting jointly with Clairvest currently own, or exercise control or direction over, together with the 8,812,226 Common Shares issuable upon conversion of the Debentures (which Common Shares have not been issued) would, if the Debentures were converted, represent approximately 77.8% of Discovery’s current issued and outstanding shares on an “as converted” basis (but not given effect to the conversion of the other convertible securities issued by Discovery).

Following the completion of the acquisition, Clairvest together with persons acting jointly with Clairvest will, own or exercise control, over 66,131,326 Common Shares and, together with the 8,812,226 Common Shares issuable upon conversion of the Debentures would, if the Debentures were converted, represent approximately 82.5% of Discovery’s current issued and outstanding shares on an “as converted” basis. If all of the Additional Shares are also acquired, Clairvest together with persons acting jointly with Clairvest will, own or exercise control, over 66,309,578 Common Shares and, together with the 8,812,226 Common Shares issuable upon conversion of the Debentures would, if the Debentures were converted, represent approximately 82.7% of Discovery’s current issued and outstanding shares on an “as converted” basis.

Clairvest acquired the Common Shares by way of a private agreement. The acquisition of Common Shares was made for investment purposes. Clairvest may, subject to market conditions and in accordance with applicable securities laws, make additional investments in or dispositions of securities of Discovery, including additional sales or purchases of Common Shares.

An early warning report respecting this purchase will be filed on SEDAR at www.sedar.com and may be obtained by contacting Daniel Cheng, 22 St. Clair Avenue East, Suite 1700, Toronto, Ontario, M4T 2S3, Telephone: (416) 925-9270.

About Clairvest
Clairvest Group Inc. is a private equity investor which invests its own capital, and that of third parties through the Clairvest Equity Partners limited partnerships, in businesses that have the potential to generate superior returns. In addition to providing financing, Clairvest contributes strategic expertise and execution ability to support the growth and development of its investee partners. Clairvest realizes value through investment returns and the eventual disposition of its investments.

Contact Information
Maria Klyuev
Director, Investor Relations and Marketing
Clairvest Group Inc.
Tel: (416) 925-9270
Fax: (416) 925-5753
mariak@clairvest.com

Photo courtesy of Discovery Air Inc