Northstar Announces Court Approval of Sale Agreement

CHICAGO, July 25, 2012 /CNW/ - Northstar Aerospace, Inc. (the "Corporation", together with its affiliates "Northstar") announced today that the previously announced asset purchase agreement entered into with Heligear Acquisition Co. (as US Purchaser) and Heligear Canada Acquisition Corporation (as Canadian Purchaser), each affiliates of Wynnchurch Capital, Ltd, which provides for the sale of substantially all of the operating assets of Northstar for an aggregate purchase price of approximately $70 million, together with the assumption of certain liabilities, subject to customary adjustments was yesterday approved by the Ontario Superior Court of Justice (Commercial Division) (the "Canadian Court") which is supervising the proceedings of the Corporation and certain of its Canadian affiliates under the Companies' Creditors Arrangement Act (the "CCAA Proceedings") and by the United States Bankruptcy Court for the District of Delaware (the "US Court") which is supervising the proceedings commenced under Chapter 11 of the US Bankruptcy Code by certain of its U.S. subsidiaries (the "Chapter 11 Proceedings").

Closing of the transaction is scheduled for five business days after the satisfaction or waiver of all conditions precedent to the asset purchase agreement. Based on the anticipated proceeds it is expected that there will be insufficient proceeds to repay Northstar's secured lenders.

Information about the Corporation's CCAA Proceedings, including copies of Canadian Court Orders and Monitor's reports, are available on the Monitor's website at www.ey.com/ca/northstaraerospace. Information about the Chapter 11 Proceedings, including US Court Orders, are available at www.loganandco.com.

About Northstar Aerospace, Inc.:

Northstar Aerospace, Inc. (www.nsaero.com) is North America's leading independent manufacturer of flight critical gears and transmissions. Northstar Aerospace, Inc. is a public company with operating subsidiaries in the United States and Canada. Its principal products include helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts. It also provides maintenance, repair and overhaul of components and transmissions. The Company's executive offices are located in Chicago, Illinois. Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario.

About Wynnchurch Capital, Ltd.:

Wynnchurch Capital, Ltd., headquartered in the Chicago suburb of Rosemont, Illinois with offices in Dallas, Detroit, and Toronto and an affiliate office in Montreal, was founded in 1999 and is a leading middle-market private equity investment firm. Wynnchurch's strategy is to partner with middle market companies in the United States and Canada which have outstanding management teams and possess the potential for substantial growth and profit improvement. Wynnchurch Capital manages a number of private equity funds with capital under management in excess of $1 billion specializing in management buyouts, recapitalizations, corporate carve-outs, restructurings and growth capital. More information about Wynnchurch Capital can be found at: www.wynnchurch.com.

Forward Looking Statements:

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact included in this press release, including the statements in the press release relating to the Corporation's CCAA Proceedings, the Chapter 11 Proceedings and the sale process may be or include forward-looking statements. Forward-looking information contained herein is based upon a number of assumptions and actual future events may differ materially depending on a variety of factors, including the Corporation's ability to access sufficient financing and the conditions associated with the sale of the Corporation's assets. Other important factors that could cause actual results to differ materially from the Corporation's expectations (together with the cautionary statements in the previous sentence, "Cautionary Statements") are included in the Corporation's Consolidated Financial Statements for the Years Ended December 31, 2010 and 2009 - Management's Discussion and Analysis - Risks and Uncertainties, the Corporation's Annual Information Form filed on March 25, 2011, under the heading of Risks and Uncertainties, the Corporation's Consolidated Interim Financial Statements for the three and nine months ended September 30, 2011, and 2010 under the heading Basis Of Preparation And Adoption Of IFRS - Going Concern and in the related Management's Discussion and Analysis under the heading Risks and Uncertainties and the heading Going Concern. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to have been correct. All information contained in this press release and subsequent written and oral forward-looking statements attributable to the Corporation or persons acting on behalf of the Corporation are expressly qualified in their entirety by the Cautionary Statements. The Corporation disclaims any intentions or obligation to update or revise any forward looking statements or comments as a result of any new information, future event or otherwise, unless such disclosure is required by law.

SOURCE: Northstar Aerospace

For further information:

David G. Anderson, General Counsel at danderson@nsaero.com or 708.728.2055

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Northstar Aerospace

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