HI Uplift: Gama Aviation’s last-minute rescue of Specialist Aviation Services

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by Mike Stones

15 February 2024

Gama Aviation has focused on developing its special missions business.

It was a race against time. Gama Aviation had more than 60 separate transaction documents to finalise with a host of stakeholders in just a few hours. All part of its bid to acquire UK air ambulance provider Specialist Aviation Services before the business would be forced to cease operations.

At risk were life-saving air ambulance services over London and the southeast of England. Without a last-minute deal, the emergency medical service (EMS) ambulance helicopters could have been grounded for weeks if not months.

“There was something like 65 transaction documents to sign – which kept the lawyers very happy,” quipped Marwan Khalek, group chief executive, Gama Aviation. But everyone understood the need for urgency – to keep the life-saving helicopters airborne.

“We had to negotiate with all the suppliers’ customers. But everyone involved – whatever their own self-interests – was very keen to make this happen to ensure there was a continuity of service,” said Khalek. “The helicopters were actually grounded for only about three hours during the transition [of ownership],” he told delegates at the recent CJI London 2024 conference.

It wasn’t the biggest transaction Khalek had completed during his 40-year career in business aviation. But it was certainly one of the most complicated. In the UK, all air ambulance operations operate under charitable status. That, together with the multitude of stakeholders, made finalising the arrangements less than straightforward.

‘The most complex we’ve ever done’

“It was a prepack deal – undoubtedly the most complex we have ever done because we were not just buying from one party,” said Khalek. Singled out for praise, after their efforts to expedite the transaction, were the UK CAA, suppliers, helicopter manufacturer Leonardo plus other stakeholders including financing and lease providers.

Without a deal, the rotors would have stopped turning – probably for a long time. Unlike in the US, where companies in Chapter 11 bankruptcy protection can continue operations, in the UK a company in administration has its licences suspended and operations terminated. “So, we were working against a very tight timeline.” The cut off was January 31st, 2024.

On that day, a filing with the London Stock Exchange confirmed Gama Aviation’s agreement to buy Specialist Aviation Services as part of a pre-pack acquisition from its administrators.

With Specialist came about £27m of annual revenue, three significant UK air ambulance charity contracts and six leased Leonardo AW169 aircraft. In addition to helicopter emergency medical services (HEMS), the company provides aircraft repairs and maintenance (MRO) services.

The acquisition is designed to accelerate the growth of Gama’s Special Mission strategic business unit (SBU) and complements other recent contract wins, including the Welsh Air Ambulance contract. Gama also recently opened new international operations in the Middle East to augment its fixed-wing aircraft management and MRO services in the region.

Pre-pack admistration

In the 12 months to December 31st, 2022, Specialist Aviation Services, based at Gloucester Airport, reported turnover of £24.3m (£24.7m in 2021) and a pre-tax profit of £2.7m, including exceptional accounting profits from financial restructuring. In December 2023, Specialist decided to seek an accelerated acquisition process via pre-pack administration.

Gama Aviation acquired the trade and assets of Specialist Aviation Services from FRP, the appointed administrator, for £280,000. The total cost of the acquisition is estimated at £3m; taking into account initial working capital requirements of the business at completion, provisions for restructuring costs and transaction costs. Its financial adviser for the purchase was Dial Partners.

Over the past 40 or so years, the company has made up to 16 acquisitions. It has no special preference for rotary businesses, said Khalek. It just happens that a lot of special missions activity uses helicopters – particularly in air ambulance operations. “Long-term contracts that give you regular income and regular cash flow for a long time is very welcome,” he said. “Obviously, that’s provided by government work and special missions work as opposed to the ad hoc nature of the rest of business aviation.”

In October 2022, Gama’s joint venture with Peter Bond, founder of Bond Helicopters, won its first contract to support the offshore operations of an international oil and gas firm. The “rotary special mission” joint venture is structured as a 50:50 equity joint venture between Gama and Bond. The contract specified support for offshore operations in the southern North Sea for five years.

Netted about $100m

So, what next for Gama Aviation? The company is always open to promising business opportunities, according to Khalek. And, after the sale last autumn of its US MRO business Jet East, it has the means to invest. Gama acquired the business for about $12m and injected up to $20m of debt. It sold the business for $131m and, after costs, netted about $100m.

While non-compete clauses limit Gama’s short-term acquisition strategy in the US, the company remains hungry for new opportunities. “Debt markets are pretty horrible at the moment and pricing is not very nice,” Khalek told our CJI London conference. “So, we’ve taken the opportunity to use our funding to influence budgets more and look to other financing down the line.”

It remains to be seen what, where and when Gama Aviation will be tempted to make its next acquisition. If you enjoy our newsletters please encourage colleagues to sign up here. Thanks.