Era Group

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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.

Heli-Expo 2018 Press Release – 28 February 2018

ERA GROUP TO MARK ENTRY OF AW609 TILTROTOR INTO THE US COMMERCIAL MARKET.

  • Under the agreement, Era will take delivery of two AW609s plus training package in 2020
  • Era’s AW609s will be used to perform offshore/utility, VIP, EMS, and SAR missions
  • Requirements for approximately 50 AW609s have been expressed by operators worldwide to date​

Leonardo and Era Group (Era) have announced today the signing of a landmark agreement that would launch the AW609 into service in the US commercial market and demonstrate its capabilities on a wider scale.

Building upon their previous efforts in helping to mature the design, development and supportability of the AW609, Era will take delivery of two aircraft in 2020 plus a dedicated training package. These aircraft, in a 9 passenger utility configuration, will be used for numerous applications, including offshore/utility, VIP, EMS, and SAR missions in USA.

“Era Group’s decision to operate the AW609 marks a new milestone in the program and represents a major step forward in bringing this groundbreaking aircraft to market,” said Gian Piero Cutillo, Managing Director of Leonardo Helicopters. “A longtime partner of Leonardo as our largest civil customer, Era’s forward-thinking approach to the future of aviation leverages investments in vertical lift technologies that will change the way the world flies.”

“As we celebrate our 70th year in service, we continue to scan the horizon for the technology in aviation that will allow us to continue to serve our customers and communities in an ever-changing world,” said Chris Bradshaw, CEO of Era Group, Inc. “We see the AW609 as part of our future and look forward to building upon the collaboration with Leonardo as Era prepares to launch commercial tiltrotor operations across the diverse missions we operates.”

The unique flight characteristics of the AW609 combine the benefits of a helicopter and a fixed-wing aircraft into one type. The AW609 can take off and land vertically, flying above adverse weather conditions with up to nine people in comfort in a pressurized cabin at twice the speed and range typical of helicopters, representing the next generation of aircraft transport. With the AW609 Leonardo is opening up new possibilities for a wide range of missions including search and rescue, VIP/corporate transport, emergency medical services, offshore transport, and homeland security.

Development leverages the full scope of Leonardo’s global engineering and industrial capabilities with initial deliveries to take place from the company’s Philadelphia assembly line. Requirements for approximately 50 AW609s have been expressed by operators worldwide to date.

PRESS RELEASE – 14 February 2018

Era Group celebrates 70 years of service.

Era Group Inc., one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the United States, has commenced a year-long celebration of 70 years of service beginning in 1948.

Era’s founder, Carl Brady, learned to fly helicopters in Washington State where he formed Economy Pest Control. In 1948, Brady renamed his company Economy Helicopters and moved his Bell 47B helicopter to Alaska to support the U.S. Government’s mapping of the territory — the first use of a commercial helicopter in Alaska. By 1950, Brady’s Alaska-based company had moved into the petroleum support business and in 1958 merged with Rotor Aids, Inc. The first letters of Economy and Rotor Aids were combined, and the company became ERA Helicopters, Inc.

Rowan Companies, Inc. purchased Era Helicopters in 1967, and by 1970 the company was operating in the Gulf of Mexico, the Middle East and Africa. In 2004, SEACOR Holdings Inc. purchased then-named Era Aviation Inc. from Rowan to complement its existing aviation business, Tex-Air. On Feb. 1, 2013, Era Group Inc. began trading on the New York Stock Exchange as an independent public company following a spin-off from SEACOR. 

With a current fleet of more than 130 helicopters, Era has emerged as a leader in the helicopter industry providing an array of services including offshore personnel transport, emergency air medical, search-and-rescue, firefighting, utility, VIP transport and flightseeing services. Era also provides a variety of operating lease solutions and technical fleet support to third party operators.

“As we celebrate Era’s 70-year history as a pioneer in the aviation industry, we will continue our contribution to Era’s rich legacy by focusing on the company’s mission to provide safe, efficient and reliable helicopter services,” said Chris Bradshaw, Era’s president and chief executive officer. “I want to thank all of the Era team members, both past and present, for their contributions in making Era one of the global leaders in our industry.”

PRESS RELEASE – HAI Heli-Expo 2017

Era Search and Rescue Receives HAI’s Salute to Excellence Airbus Helicopters Golden Hour Award.
Alexandria, Va. (January 11, 2017) – Helicopter Association International (HAI) announced today that Era Search and Rescue, a service line of Era Group Inc., is the 2017 winner of HAI’s Salute to Excellence Airbus Helicopters Golden Hour Award. The award will be presented at HAI’s Salute to Excellence Awards dinner at HAI HELI-EXPO 2017 in Dallas.
Era pioneered the first U.S. commercial search-and-rescue (SAR) program, in partnership with Priority 1 Air Rescue (P1AR). Era’s SAR program has responded to more than 1,050 emergency calls from more than 70 companies in the Gulf of Mexico. Operating three SAR-equipped AW139 medium helicopters from Houma, La., and Galveston, Texas, Era was the first emergency flight services provider to configure the AW139 for full SAR mission capabilities. As the only search and rescue provider that is medically licensed in Texas and Louisiana, Era’s SAR program provides 24-hour offshore advanced life support medical care on the U.S. Gulf of Mexico Outer Continental Shelf (OCS).
The SAR program is supported by four Era dispatchers certified as Emergency Medical Dispatchers; 18 pilots qualified in instrument flight rules, night-vision goggles, air ambulance, and hoist rescues; and 36 P1AR medically qualified rescue specialists — making it the most comprehensive program serving the OCS. Era’s SAR program can support local, state and federal crisis emergency response efforts for various emergency situations.
Era SAR is considered one of the world’s premier search and rescue operations, able to conduct emergency response in extreme environments. Era participated in the Coast Guard’s Arctic Technology Evaluation 2015 Search and Rescue Exercise on Alaska’s North Slope to identify the benefits to search and rescue missions of the integration of manned and unmanned aerial systems. This exercise showed the capabilities and expertise of participants in support of arctic SAR efforts and other such missions. Era AW139 SAR pilots worked with P1AR crews to establish interoperability among marine and aviation assets during recovery at the rescue scene.
The award will be presented at the annual Salute to Excellence Awards dinner during HAI HELI-EXPO 2017. HAI HELI-EXPO®, the world’s largest helicopter trade show and exhibition, will be held at the Kay Bailey Hutchison Convention Center in Dallas, March 6–9, with the exhibit hall open March 7–9. For more information on HAI HELI-EXPO 2017, visit heliexpo.rotor.org.

PRESS RELEASE – 29 May 2016

Era Group Inc. (Era) has announced its Search-and-Rescue (SAR) Program has
successfully completed 1,000 missions in the Gulf of Mexico.

Collaborating with Priority 1 Air Rescue (P1AR), an internationally recognized leader of
SAR services, Era pioneered the establishment of its commercial air
ambulance and search-and-rescue offering in the United States in 2010.
Three SAR-equipped Leonardo AW139 (formerly AgustaWestland) medium
helicopters operating from Era’s new super base in Houma, Louisiana and
Galveston, Texas, support the SAR Program and provide operational coverage
throughout the Gulf of Mexico Outer Continental Shelf significantly
improving offshore safety. As the world’s largest civilian operator of
Leonardo-Finmeccanica helicopters, Era was the first company to operate the
AW139 in a SAR configuration in North America.
Era’s aircraft can operate under instrument flight rules (IFR) and offer
full SAR capabilities such as a Goodrich dual hoist system, night vision,
and integrated auto hover with search pattern modes, high intensity
searchlight and a forward looking infrared system. The dedicated aircraft
feature complete advanced life support (ALS) medical care packages,
including critical care, fluid resuscitation, advanced airway, pain
management and cardiac monitoring, providing unparalleled medical response
capability.
P1AR’s multi-disciplined hoist operators, rescue swimmers and paramedics
integrate ALS patient care with helicopter hoisting operations. The P1AR
crew members are also capable of providing technical rescue for workers in
remote access and confined spaces on oil-and-gas production platforms,
drilling rigs and other installations, including offshore support vessels,
ocean freighters and cruise ships.
Combining ALS air ambulance and SAR capabilities with the highest level of
pre-hospital medical care available facilitates the provision of medical
treatment to locations previously unreachable. The SAR Program is supported
by four engineering and manufacturing development-certified medical
dispatchers, 18 IFR, night vision goggles, air ambulance and hoist-qualified
pilots and 36 P1AR medically-qualified rescue specialists.
“The 1,000 mission milestone is a testament to the status of Era’s partnered
SAR Program as the go-to solution for companies and their employees in the
Gulf of Mexico,” said Paul White, senior vice president, Commercial. “Though
we never wish the need for our services to arise, our SAR Program has become
an important component of offshore safety assurance, and we see additional
SAR opportunities both here and abroad. We take great pride in helping our
customers rest easy knowing that our SAR Program is standing by and at the
ready to assist as necessary.”
“The driving force behind the SAR Program is the passion and commitment of
everyone involved,” said Brad Matheson, president of P1AR. “The successful
completion of the 1,000th SAR mission clearly demonstrates the importance of
the offering made possible through the Era and P1AR partnership.
“The success of the SAR Program reflects the safety commitment of the
subscribers and other customers to ensure their staff, clients and community
are afforded the best possible response in the event of an emergency. The
capabilities of the SAR Program are built upon innovation and training that
will provide further opportunities for continued growth in this highly
specialized sector of the helicopter industry.”

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Thanks to Oscar BERNARDI for these images of the ERA RESCUE Helicopters operating in the Gulf of Mexico.