DeCrane Aerospace, Inc. and its subsidiaries and parent company have signed an agreement to sell the assets and certain liabilities of its Cabin Management business to Goodrich Corporation for approximately $280 million, subject to adjustment based on closing working capital. DeCrane's Cabin Management business is a leading provider of seating, furniture, veneers, interior composites and cabin management systems for the business jet market.

After the sale of the Cabin Management business, DeCrane's PATS Aircraft Systems will continue to operate as a stand-alone business with a concentration on business and executive aircraft auxiliary fuel system (AFS) manufacturing and VVIP maintenance, modification and interior completions. PATS has developed a new AFS for 757 aircraft used in extended range private and commercial applications and recently announced the early delivery of its 13th BBJ interior completion, delivered with an interior STC granted by PATS' ODA on behalf of the FAA.

DeCrane has also signed an agreement with a substantial majority of its lenders and stockholders to effect a restructuring of the capital structure of PATS following completion of the sale. DeCrane intends to use most of the sale proceeds to repay its outstanding debt and redeem preferred stock issued by DeCrane Aerospace. The agreement with its lenders and stockholders would allow DeCrane to convert a substantial portion of its remaining debt into newly issued common stock.

Following completion of the proposed capital restructuring, PATS will be controlled by Wayzata Investment Partners LLC and led by its existing PATS management team including its CEO, John Martin. DeCrane's current CEO, Roger Wolfe will become the non-executive Chairman of the Board of PATS.

"This is an exciting opportunity for the PATS Aircraft Systems business to refocus and reinvest in core products and technologies for the executive aviation market" says Wolfe.

The sale of DeCrane's Cabin Management business is expected to close after receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The capital restructuring is expected to be completed following receipt of necessary approvals from lenders and preferred stockholders who are not currently party to the restructuring agreement.

Lazard Frères & Co. LLC is serving as DeCrane's financial advisor and Davis Polk & Wardwell LLP is serving as DeCrane's legal counsel in connection with the sale and restructuring transactions.