Bristow

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PRESS RELEASE – 24 January 2020

Bristow Group Inc. and Era Group Inc. announced today that they entered into a definitive agreement to combine the two companies.

  • All-stock transaction creates financially stronger, publicly traded company with a significant presence in key geographic regions
  • Combined company will offer broader range of world-class, efficient aviation solutions through enhanced fleet size and diversity, providing better solutions for new and existing oil and gas customers and governmental agencies
  • Expected to achieve pro forma annual revenues of approximately $1.5 billion and run-rate adjusted EBITDA of approximately $240 million, including at least $35 million in annual cost synergies
  • The combined company will maintain a strong balance sheet with robust free cash flow to facilitate continued deleveraging and returns to shareholders

HOUSTON, January 23, 2020 – Bristow Group Inc. (“Bristow”) and Era Group Inc. (NYSE:ERA) (“Era”) announced today that they entered into a definitive agreement to combine the two companies in an all-stock transaction, creating a financially stronger company with enhanced size and diversification.

The combined company, which will be named Bristow, will strengthen its global leadership position with significant operations throughout the Americas, Nigeria, Norway, the United Kingdom and Australia for offshore aviation transportation and search and rescue solutions. The new organization will offer a broader range of world-class, efficient solutions through enhanced fleet size and diversity, continuing to invest in new technology and safety features to meet the evolving needs of new and existing oil and gas customers and governmental agencies. 

“We believe this merger will create substantial value for the stakeholders of both companies,” said Chris Bradshaw, President and CEO of Era. “The identified cost synergies are significant and, combined with the strong pro forma balance sheet and absence of capital commitments, support robust free cash flow generation. This merger achieves more efficient absorption of the significant fixed costs required to run an air carrier and better positions the combined company to manage industry challenges.” 

“Bristow and Era share complementary cultures built on an unwavering commitment to safety and quality through experienced, well-trained trained pilots, mechanics, engineers and support staff,” said L. Don Miller, President and CEO of Bristow. “Merging these two companies will further build on that culture to create an even stronger, more integrated industry leader.”

Highly Compelling Strategic RationaleEnhances Global Leadership with Significant Presence in Key Geographic Regions and End-Markets:

  • Significant operations throughout the Americas, Nigeria, Norway, the United Kingdom and Australia
  • Global leader in offshore oil and gas transportation, search and rescue and aircraft support services to government and civil organizations, with significant revenues and cash flow generated from government services contracts

Increases Fleet Size and Diversity:

  • Combined fleet of more than 300 of the industry’s most modern aircraft with the latest generation of technology and safety features
  • Creates the world’s largest operator of S92, AW189 and AW139 model helicopters
  • Combined fleet will be predominantly owned (>80%), with attractive lease rates on the balance of the fleet

Creates Financially Stronger Company: 

  • Expected to achieve pro forma annual revenues of approximately $1.5 billion and run-rate adjusted EBITDA of approximately $240 million
  • Substantial and highly achievable cost synergies with an annualized saving of at least $35 million through the elimination of redundant corporate expenses and the realization of enhanced operational efficiencies
  • Maintains a strong balance sheet (~2.5x net leverage), supported by a large combined cash balance (over $250 million expected at closing)
  • $112.5 million upsized ABL facility, with a robust free cash flow profile to facilitate continued deleveraging and returns to shareholders

Governance and Management 

Following completion of the transaction, the combined company will be headquartered in Houston, Texas. Chris Bradshaw, President and CEO of Era, will become President and CEO of the combined company. The senior management team will be named at a future date. 

The combined company will have a nine-member Board of Directors, including seven members from Bristow and two members from Era, including the CEO. The Chairman and Vice-Chairman of the Board of Directors will be appointed by Bristow.

Transaction Structure

The transaction will be structured as a reverse triangular merger whereby Era will issue shares to Bristow stockholders. Era (NYSE:ERA) shares will continue to trade on the NYSE.
Under the terms of the agreement, which was unanimously approved by the Board of Directors of both companies, Bristow shareholders would own 77% of the equity of the new company and Era shareholders would own 23%. 

The transaction is expected to close in the second half of 2020, following receipt of required regulatory approvals and satisfaction of other customary closing conditions, including approval by Bristow’s and Era’s stockholders. The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. 

Share Repurchase Plan

Era also announced today that, in connection with entry into the merger agreement, its Board of Directors has authorized a special stock repurchase program that would allow for the purchase of up to $10 million of its common stock from time to time and subject to market conditions on the open market or in privately negotiated transactions. The special repurchase program will commence as soon as practicable and will end upon the mailing of the joint proxy statement/prospectus for the merger. Era also noted that it intends to provide the market with periodic updates of the results of the repurchase program. Era’s previously announced repurchase program will be suspended until the closing of the merger.

G-CKYP – DATA SHEET update

Thanks to Graeme LOVELL for these new images of the AgustaWestland AW139 G-CKYP operated from Bristow Helicopters Ltd … at Norwich, March 2019.

PRESS RELEASE – 4 March 2015.
Bristow Group more than triples its H175 orders and secures comprehensive support services agreement with Airbus Helicopters.
• Bristow to receive 17 H175 helicopters
• Comprehensive support services agreement also is signed to secure successful operation of rotorcraft
• This is the largest major endorsement for Airbus Helicopters’ new super medium-sized rotorcraft

Orlando, Florida, 4 March, 2015 – Bristow Group today raised its total firm orders for Airbus Helicopters’ H175 to 17, and also signed a comprehensive support services agreement for its new seven-metric-ton-category rotorcraft.
H175 is the new name of the twin-engine EC175. Airbus Helicopters announced at the Heli-Expo 2015 helicopter industry trade show in Orlando, Florida, the renaming of its products to be aligned with the naming of Airbus products overall.
This significant H175 endorsement was formalized during a signing ceremony on the company’s booth. It expands upon Bristow’s initial order agreement, announced two years ago.
“I issued a challenge to the industry at Helitech a few months ago,” said Jonathan Baliff, president and CEO of Bristow Group. “As Bristow purchases helicopters in larger volumes, we look to partner with aircraft manufacturers who will step up to more comprehensive airline-style purchase and support agreements.We commend Airbus Helicopters for being the first partner to proactively share risk and responsibilities and commit to work closely with Bristow throughout the entire lifecycle of aircraft ownership.”
Based in Houston, Texas, Bristow is a leading provider of helicopter services to the worldwide offshore energy industry. Its current inventory of Airbus Helicopters-built rotorcraft includes the lightweight H125 (formerly the AS350), H135 (EC135) and BK117, along with the medium H155 (EC155) and heavy AS332 and H225 (EC225) Super Puma versions.
Deliveries of the H175s will be from October 2016, with these helicopters to be deployed by Bristow on oil and gas airlift duties.
“Airbus Helicopters and Bristow share a long history together, and I am very grateful to open this new chapter in our partnership. Their order underscores the H175’s position as a rotorcraft of choice for oil and gas operations, which offers a cost-effective solution with excellent operational performance, passenger comfort and safety,” said Airbus Helicopters President Guillaume Faury. “Additionally, the new support services agreement with Bristow further underscores our customer support focus for the highest levels of fleet serviceability, backed by the full resources of Airbus Helicopters across the globe.”Press Release Page 2 of 3
The H175 is the world’s newest super-medium, twin-engine helicopter, bringing new levels of operational flexibility, performance and safety to a full range of mission applications. Since its entry into service for North Sea offshore operations only one week following the first delivery of this helicopter in December 2014, the fleet has performed more than 400 flight hours with availability rates of nearly 90 percent.
The H175 has been certified to the latest airworthiness standards, covering both the rotorcraft and the new Airbus Helicopters-developed Helionix® avionics suite – providing increased safety through reduced pilot workload, enhanced situational awareness, improved flight envelope protection and system redundancy.
The H175 is well suited to a full range of missions, including airlift duties in oil and gas operators, search and rescue, emergency medical services, public services, VIP and executive transport. Its range enables 16 passengers in an oil and gas-configured H175 to be transported up to distances of 140 naut. mi., with the range approaching 200 naut. mi. when 12 passengers are carried. Contributing to the H175’s competitive edge is its recommended cruise speed of 150 kts., while the maximum cruise speed exceeds 165 kts. – all achieved at extremely low vibration levels.

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