Hawker Beechcraft’s proposed sale to a Chinese firm was not a complete surprise. But that the smaller Superior Aviation Beijing emerged as the possible bidder instead of the larger AVIC or CAIGA leaves some industry experts wondering whether the deal will close at the $1.79 billion asking price.

Hawker Beechcraft announced July 9 that it had reached an exclusivity agreement to explore the potential sale of all but its military business to Superior Air Beijing.

The U.S. Bankruptcy Court for the Southern District of New York has scheduled a hearing July 17 to consider Hawker Beechcraft’s request to enter into exclusive negotiations and a “refund” agreement for the company’s sale.

Under the exclusivity agreement, the companies would negotiate a definitive accord over 45 days. During this time, Superior Air would provide up to $50 million in funding “to maintain certain product lines that [ Hawker Beechcraft ] would likely discontinue,” according to court documents.

Hawker Beechcraft has not said which lines are at risk, but a company presentation made this spring detailed the likelihood of shelving the Premier and/or Hawker 4000 programs, along with the permanent disbanding of the Hawker 400.

Hawker Beechcraft, which filed for Chapter 11 bankruptcy protection May 3, had evaluated operating as a standalone entity, in addition to accepting eight bids for the potential sale of some or all of the company. The company on June 30 filed a preliminary plan of reorganization as a standalone entity that would have ownership of Hawker Beechcraft transfer from Goldman Sachs and Onex to its creditors, and in exchange some $2.5 billion in debt would be erased. But at the same time, Hawker Beechcraft held open the possibility of selling the company.

Hawker Beechcraft says if it is unable to reach agreement with Superior Air Beijing in a timely manner, it would then move forward on its preliminary plan of reorganization.

Hawker Beechcraft would be unable to sell its military business to the Chinese firm, and the proposed deal includes a potential refund of up to $400 million “depending upon the price which the debtors received for the defense-related businesses” (see related article on Page 7).

Once a definitive agreement is reached (should it be reached), then the transaction must proceed through the normal bankruptcy process, and the Superior bid would serve as the stalking horse for competing proposals. The sale also would need to undergo a series of regulatory reviews.

‘Greatest Value’

Hawker Beechcraft has stressed that the Superior proposal “would create the greatest value for the company and position it for long-term growth,” and says it provides the most continuity for the business.

In announcing the sale, Hawker Beechcraft Inc. CEO Steve Miller notes Superior has had a “long-standing interest in the commercial aircraft business of Hawker Beechcraft.”

Longtime Dassault Falcon veteran and current industry analyst Brian Foley notes that Superior’s name had surfaced in the past, so the fact that it emerged as the leading bidder was not out of the blue.

But Foley adds he found it curious that it was Superior over China’s well-established AVIC or China Aviation Industry General Aircraft Co. (CAIGA), both of which have already set up manufacturing bases.

Superior, which is 60% owned by a private entity and 40% by the Beijing municipal government, gained a foothold in the aerospace realm with its 2007 acquisition of Brantly International, a maker of small helicopters. The company moved Brantly tooling to China and developed the aircraft as a UAV.

The company subsequently purchased general aviation piston-engine parts maker Superior Air Parts out of bankruptcy and took on the name Superior Aviation Beijing. Superior remains in Texas, but the firm constructed a plant in China to make small piston aircraft engines for the regional market.

But all of that amounts to a much smaller player in the aerospace market, particularly next to a company the size of Hawker Beechcraft. “It’s not a complete unknown, but it’s a small business compared to Hawker Beechcraft,” notes Jack Pelton, the former Cessna executive who helped engineer the agreement for Cessna’s Skycatcher light-sport aircraft to be developed by AVIC subsidiary Shenyang Aircraft Corp.

Richard Aboulafia, vice president-analysis at the Teal Group, agrees. “What an exceedingly odd announcement,” he says. “If AVIC/CAIGA [established Chinese aircraft manufacturers] were behind this, that would be one thing. But we’re talking about a much smaller and less well connected entity here.”

“We were expecting a Chinese buyer, but not this one,” Frederico Fleury Curado, CEO of rival Embraer, said during the Farnborough airshow. “We were expecting an established buyer.”

‘That’s Not Going Down’

Aboulafia questioned whether Superior would have the resources to meet the announced $1.79 billion cash sale. “They’re not showing up with $1.8 billion here; that’s not going down.”

Foley concedes that the purchase price was surprising, but he notes that General Dynamics initially raised eyebrows with its purchase of Gulfstream, but that turned out to be a strong investment.

Hawker Beechcraft also stresses that Superior intends to provide a substantial investment into the product lines. But Pelton notes that upgrading or developing an entirely new aircraft can cost $180 million to $700 million or more depending upon its complexity and that Hawker Beechcraft will require several such investments because “long term they’ll still be in a spiral unless they invest.”

Superior may have the ability to draw on the resources of its second major investor – the city of Beijing – which might well want to establish a business aviation manufacturing base. But that would be a long-term and costly venture to establish such a presence in the city.

In the interim, Hawker Beechcraft has stated unequivocally that Superior plans to maintain the company’s U.S. presence and that the deal would save thousands of jobs in Wichita and Little Rock, Ark.

Wichita Mayor Carl Brewer has been cautious about the move. “The city is working to gain a better understanding of how the proposed acquisition may impact our community,” Brewer says. “We’re encouraged by Hawker’s statement … which indicated Superior intends to maintain Hawker Beechcraft’s U.S. headquarters, management team and employees and continue product development throughout its commercial lines.”

Kansas Gov. Sam Brownback, meanwhile, finds the deal appealing if it helps employment in his state. “My major concern ... is the jobs in Kansas. Wichita is the air capital of the world, and we’ve got more major air companies there than anyplace in the world: Boeing, Airbus and all the [general aviation],” he says. “We want to grow those jobs.”

The good news, Foley notes, is that the companies have stated up front that employment and production will stay in Wichita. When CAIGA purchased Cirrus, it promised to keep production in Duluth, Minn., and so far has kept it there, Foley notes.

But Foley does not rule out the possibility of some Hawker Beechcraft production lines opening in China for local sales down the road.

Chinese executives have expressed a strong desire to build up their aviation manufacturing base. It’s too early to tell what, if any production would launch there, he says.

If the deal should go through as announced, Foley says the proposed agreement would be “the best possible outcome for Hawker Beechcraft. It’s a very good deal for Hawker and its creditors.”

Competitively, he adds, the potential deal will mean “Hawker is not going away, we’re not going from six to five major manufacturers.” But it could be argued that it’s a “little crowded” at the mid- and small-size jet range, he says.