StandardAero, Inc S-1/A, filed Sep 12, 2024

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StandardAero, Inc. (SARO)

S-1/A 2024-09-12

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Exhibit No.		Exhibit Description

1.1*		Form of Underwriting Agreement

3.1		Form of Amended and Restated Certificate of Incorporation of StandardAero, Inc.

3.2		Form of Amended and Restated Bylaws of StandardAero, Inc.

4.1*		Form of Stock Certificate for Common Stock

4.2++**		Indenture, dated as of April 4, 2019, by and among Dynasty Acquisition Co., Inc., as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee

4.3++**		First Supplemental Indenture, dated as of June 30, 2021, by and among Dynasty Acquisition Co., Inc., as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee

4.4++**		Second Supplemental Indenture, dated as of March 30, 2022, by and among Dynasty Acquisition Co., Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee

4.5++**		Note Purchase Agreement, dated as of April 4, 2019, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as issuer, the guarantors party thereto, the GS Purchasers (as defined therein) party thereto, Dynasty Parent Holdings, L.P., StandardAero, Inc.

4.6++**		Joinder Agreement to the Note Purchase Agreement, dated as of July 1, 2021

4.7++**		Joinder Agreement to the Note Purchase Agreement, dated as of March 30, 2022

5.1*		Opinion of Latham & Watkins LLP

10.1		Form of Stockholders Agreement

10.2++**		Credit Agreement, dated as of April 4, 2019, by and among Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, Dynasty Intermediate Co., Inc., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent and L/C issuer

10.3++**		Amendment No. 1 to the Credit Agreement, dated as of February 12, 2020, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent

10.4++**		Amendment No. 2 to the Credit Agreement, dated as of July 1, 2021, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent

10.5++**		Amendment No. 3 to the Credit Agreement, dated as of December 22, 2022, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent


Exhibit No.		Exhibit Description

10.6++**		Amendment No. 4 to the Credit Agreement, dated as of May 1, 2023, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent

10.7++**		Amendment No. 5 to the Credit Agreement, dated as of August 24, 2023, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent

10.8++**		Amendment No. 6 to the Credit Agreement, dated as of March 25, 2024, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent

10.9++**		Amendment No. 7 to the Credit Agreement, dated as of September 6, 2024, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, the subsidiary guarantors party thereto, the lenders party thereto, UBS AG Cayman Islands Branch (as successor in interest to Credit Suisse AG, Cayman Islands Branch) as administrative agent, and UBS AG, Stamford Branch (as successor in interest to Credit Suisse), as collateral agent

10.10++**		ABL Credit Agreement, dated as of April 4, 2019, by and among Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, Dynasty Intermediate Co., Inc., the lenders party thereto and Royal Bank of Canada, as administrative agent, collateral agent and a L/C issuer

10.11++**		First Amendment to ABL Credit Agreement, dated as of January 10, 2020, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, StandardAero Aviation Holdings, Inc., as the U.S. coborrower, Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto

10.12++**		Second Amendment to ABL Credit Agreement, dated as of December 22, 2021, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, StandardAero Aviation Holdings, Inc., as the U.S. coborrower and Royal Bank of Canada, as administrative agent party thereto

10.13++**		Third Amendment to ABL Credit Agreement, dated as of May 1, 2023, by and among Dynasty Intermediate Co., Inc., Dynasty Acquisition Co., Inc., as the U.S. borrower, Standard Aero Limited Standaero Limitee (as successor in interest to 1199169 B.C. Unlimited Liability Company), as the Canadian borrower, StandardAero Aviation Holdings, Inc., as the U.S. coborrower, Royal Bank of Canada, as administrative agent and collateral agent, HSBC Bank, National Association, as the new revolving credit lender, and the other lenders party thereto


Exhibit No.		Exhibit Description

10.14++**		Fourth Amendment to ABL Credit Agreement, dated as of May 28, 2024, by and between Dynasty Intermediate Co., Inc. and Royal Bank of Canada, as administrative agent

10.15+		StandardAero, Inc. 2024 Incentive Award Plan

10.16+		Form of Option Award Agreement under the StandardAero, Inc. 2024 Incentive Award Plan

10.17+		Form of Restricted Stock Unit Award Agreement under the StandardAero, Inc. 2024 Incentive Award Plan

10.18+		Form of Restricted Stock Award Agreement under the StandardAero, Inc. 2024 Incentive Award Plan

10.19+		StandardAero, Inc. Non-Employee Director Compensation Program

10.20+		Dynasty Parent Holdings, L.P. and StandardAero, Inc. 2019 Long-Term Incentive Plan

10.21+		StandardAero, Inc. 2024 Employee Stock Purchase Plan

10.22+		Amended and Restated Executive Employment Agreement, dated as of April 4, 2019, by and between Russell Ford and StandardAero Aviation Holdings, Inc., as amended by the Amendment to Amended and Restated Employment Agreement, dated as of November 2023, by and between Russell Ford and StandardAero Aviation Holdings, Inc.

10.23+		Offer Letter Agreement, dated November 23, 2022, by and between StandardAero and Daniel Satterfield

10.24+		Offer Letter Agreement, dated July 15, 2022, by and between StandardAero and Kimberly Ashmun

10.25+		Offer Letter Agreement, dated June 17, 2016, by and between StandardAero and Kerry O’Sullivan, as supplemented by the letter agreement, dated August 16, 2019, by and between StandardAero and Kerry O’Sullivan

10.26+		Offer Letter Agreement, dated March 1, 2021, by and between StandardAero and Lewis Prebble

10.27		Form of Director and Officer Indemnification Agreement

10.28*		Amended and Restated Consulting Services Agreement with Carlyle Investment Management L.L.C.

10.29*		Amended and Restated Consulting Services Agreement with Beamer Investment Inc.

21.1++		Subsidiaries of the Registrant

23.1*		Consent of Latham & Watkins LLP (included in Exhibit 5.1)

23.2++		Consent of PricewaterhouseCoopers LLP

24.1++		Power of Attorney (included in the signature page to the Registration Statement)

99.1++		Consent of Director Nominee (Douglas V. Brandely)

99.2++		Consent of Director Nominee (Peter J. Clare)

99.3++		Consent of Director Nominee (Ian Fujiyama)

99.4++		Consent of Director Nominee (Wendy M. Masiello)


Exhibit No.		Exhibit Description

99.5++		Consent of Director Nominee (Paul McElhinney)

99.6++		Consent of Director Nominee (Andrea Fischer Newman)

99.7++		Consent of Director Nominee (Stefan Weingartner)

107++		Filing Fee Table


*Copies to:*

Patrick H. Shannon Jason M. Licht Christopher M. Bezeg Latham & Watkins LLP 555 11^th Street, NW Washington, DC 20004 (202) 637-2200		Rod Miller Lesley Janzen Milbank LLP 55 Hudson Yards New York, NY 10001 (212) 530-5000


StandardAero, Inc.

By:	/s/ Russell Ford
	Name:	Russell Ford
	Title:	Chief Executive Officer


Signature		Title

/s/ Russell Ford Russell Ford		Chief Executive Officer and Director (Principal Executive Officer)

/s/ Daniel Satterfield Daniel Satterfield		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)


Article I – Corporate Offices		1

1.1	Registered Office	1

1.2	Other Offices	1

Article II – Meetings of Stockholders		1

2.1	Place of Meetings	1

2.2	Annual Meeting	1

2.3	Special Meetings	1

2.4	Notice of Business to be Brought Before a Meeting	2

2.5	Notice of Nominations for Election to the Board of Directors at an Annual or Special Meeting	7

2.6	Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors	10

2.7	Action by Written Consent in Lieu of a Meeting	12

2.8	Notice of Stockholders’ Meetings	12

2.9	Quorum	13

2.10	Adjourned Meeting; Notice	13

2.11	Organization; Conduct of Business	13

2.12	Voting	14

2.13	Record Date for Stockholder Meetings and Other Purposes	14

2.14	Proxies	15

2.15	List of Stockholders Entitled to Vote	15

2.16	Inspectors of Election	16

2.17	Delivery to the Corporation	17

Article III – Directors		17

3.1	Powers	17

3.2	Number of Directors	17

3.3	Election, Qualification and Term of Office of Directors	17

3.4	Chairperson and/or Vice Chairperson of the Board	17

3.5	Resignation and Vacancies	17

3.6	Place of Meetings; Meetings by Telephone	18

3.7	Regular Meetings	18

3.8	Special Meetings; Notice	18

3.9	Quorum	19

3.10	Board Action Without a Meeting	19

3.11	Fees and Compensation of Directors	19

Article IV – Committees		19

4.1	Committees of Directors	19

4.2	Committee Minutes	20

4.3	Meetings and Actions of Board Committees	20


4.4	Subcommittees	20

4.5	Quorum	20

Article V – Officers		21

5.1	Officers	21

5.2	Appointment of Officers	21

5.3	Subordinate Officers	21

5.4	Removal and Resignation of Officers	21

5.5	Vacancies in Offices	21

5.6	Representation of Shares of Other Corporations	22

5.7	Authority and Duties of Officers	22

5.8	Compensation	22

Article VI – General Matters		22

6.1	Execution of Corporate Contracts and Instruments	22

6.2	Stock Certificates	22

6.3	Lost Certificates	23

6.4	Shares Without Certificates	23

6.5	Construction; Definitions	23

6.6	Dividends	23

6.7	Fiscal Year	23

6.8	Seal	24

6.9	Transfer of Stock	24

6.10	Registered Stockholders	24

6.11	Waiver of Notice	24

Article VII – Notice		25

7.1	Delivery of Notice; Notice by Electronic Transmission	25

Article VIII – Indemnification		26

8.1	Indemnification of Directors and Officers	26

8.2	Indemnification of Others	26

8.3	Prepayment of Expenses	26

8.4	Determination; Claim	26

8.5	Non-Exclusivity of Rights	27

8.6	Insurance	27

8.7	Other Indemnification	27

8.8	Continuation of Indemnification	27

8.9	Amendment or Repeal; Interpretation	27

Article IX – Amendments		28

Article X – Forum Selection		28

Article XI – Interpretation		29

Article XII – Definitions		30


		Page

SECTION I.	DEFINITIONS		1
1.1	Drafting Conventions; No Construction Against Drafter		1
1.2	Defined Terms		2

SECTION II.	REPRESENTATIONS AND WARRANTIES		4
2.1	Representations and Warranties of the Stockholders		4
2.2	Representations and Warranties of the Company		4

SECTION III.	BOARD MATTERS		5
3.1	Board of Directors		5
3.2	Committees of the Board of Directors		7
3.3	Additional Management Provisions		7

SECTION IV.	REGISTRATION RIGHTS		7
4.1	Demand and Piggyback Rights		7
4.2	Notices, Cutbacks and Other Matters		9
4.3	Facilitating Registrations and Offerings		12
4.4	Indemnification		17
4.5	Rule 144		20

SECTION V.	MISCELLANEOUS PROVISIONS		20
5.1	Information and Access Rights		20
5.2	Confidentiality		22
5.3	Reliance		22
5.4	Access to Agreement; Amendment and Waiver; Actions of the Board		22
5.5	Notices		23
5.6	Counterparts		24
5.7	Remedies; Severability		24
5.8	Entire Agreement		24
5.9	Termination		25
5.10	Governing Law		25
5.11	Successors and Assigns; Beneficiaries		25
5.12	Consent to Jurisdiction; Specific Performance; WAIVER OF JURY TRIAL		25
5.13	Further Assurances; Company Logo		26
5.14	Regulatory Matters		26
5.15	Inconsistent Agreements		26
5.16	In-Kind Distributions		26
5.17	Recapitalization Transactions		26
5.18	CFIUS Matters		26


INITIAL CARLYLE STOCKHOLDER:

CARLYLE PARTNERS VII S1 HOLDINGS II, L.P.

By: [ ● ]

By:
Name:
Title: Authorized Person


INITIAL GIC STOCKHOLDER:

HUX INVESTMENT PTE LTD

By: [ ● ]

By:
Name:
Title: Authorized Person


Participant:

Grant Date:

Exercise Price per Share:

Shares Subject to the Option:

Final Expiration Date:

Vesting Commencement Date:

Vesting Schedule:		[To be specified in individual award agreements]

Type of Option:		[Incentive Stock Option/Non-Qualified Stock Option]


STANDARDAERO, INC.						PARTICIPANT

By:
Name:						[Participant Name]
Title:


Participant:

Grant Date:

Number of RSUs:

Vesting Commencement Date:

Vesting Schedule:		[To be specified in individual award agreements]


Participant:

Grant Date:

Number of Restricted Shares:

Vesting Commencement Date:

Vesting Schedule:		[To be specified in individual award agreements]


Position	Amount
Base Board Fee	$	100,000
Non-Executive Chair of the Board	$	125,000
Lead Independent Director	$	40,000
Chair of Audit Committee	$	25,000
Chair of Compensation Committee	$	20,000
Chair of Nominating and Corporate Governance Committee	$	15,000


STANDARDAERO AVIATION HOLDINGS, INC. a Delaware corporation

By:		/s/ Michael R. Scott
Name:		Michael R. Scott
Its:		CFO & Treasurer

/s/ Russell W. Ford
Russell W. Ford


AGREED TO AND ACCEPTED BY:	/s/ Kerry O’Sullivan	Date:	6/19/16
	Kerry O’Sullivan


StandardAero Corporate Headquarters
6710 N. Scottsdale Rd., Ste. 250		P: +1.480.377.3110
Scottsdale, AZ 85253


AGREED TO AND ACCEPTED BY:						/s/ Lewis Prebble
						Lewis Prebble

						March 5, 2021

						Date