Bristow Helicopters Ltd

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PRESS RELEASE – Rome,  07 December 2022 10:10

  • These six AW139s will join an existing fleet of nine AW189s, with deliveries between 2023 and 2024
  • The contract supporting the new U.K. Search and Rescue programme provides further evidence of the outstanding capabilities of the world-class AW139 
  • Approximately one third of the AW139 global fleet performs daily life-saving missions in all conditions  

Leonardo announced today that Bristow Group Inc. (NYSE: VTOL) has signed a contract to procure six AW139 intermediate twin engine helicopters to support the Second-Generation Search and Rescue Aviation (“UKSAR2G”) programme by the U.K. Maritime and Coastguard Agency (MCA).

Aircraft’s deliveries are expected to start in 2023 and to be completed in 2024, joining an existing fleet of nine AW189 super medium twin engine SAR helicopters as part of the UKSAR2G programme. 

These latest AW139s will feature the very latest in product enhancement, technology and mission capability for the task including a 7-ton MTOW (Maximum Take-Off Weight), Honeywell Primus Epic integrated avionics Phase 8, an advanced Synthetic Vision System (SVS), improved 2D maps and wireless data loading, which will deliver even greater all-weather capabilities and mission effectiveness. Furthermore, these AW139s will also feature a Limited Ice Protection System (LIPS) to deliver even greater mission capability in demanding weather conditions. This new fleet of AW139 SAR helicopters for the UKSAR2G requirement will benefit from the new Leonardo-Bristow long-term global service programme. The aircraft will also undergo a mission system integration to be carried out by Bristow in partnership with Nova Systems after their delivery, ensuring an even greater involvement of UK-based industry. 

Gian Piero Cutillo, MD Leonardo Helicopters, said: “This latest step supporting our key partner Bristow to meet major users’ needs is further testament to the outstanding capabilities of our best-selling AW139 as the aircraft of choice in its category for SAR among prime operators and countries. It perfectly complements the medium to long range SAR capabilities of the AW189 delivering unparalleled combined capabilities for the task. We’re proud to continue to provide our contribution to the MCA partnership with this type, its technology and support solutions will benefit the served communities in UK.” 

Leonardo and Bristow have been partners for over 26 years with Bristow using a range of types including the AW119 single engine, AW109 light twin, AW139 intermediate twin and AW189 super medium. Bristow’s fleet of Leonardo helicopters will account for nearly 100 units with the arrival of these additional six AW139s. Bristow’s Leonardo helicopters have successfully accomplished missions such as offshore transport supporting the energy industry, SAR, and emergency medical service throughout the Americas, Europe, Africa, and Australasia.

With more than 1,100 units in service with over 280 customers in around 90 nations and over 3.3 million flight hours logged to date since its certification in 2004, the AW139 has also proven extremely successful for rescue and emergency missions. Almost 400 aircraft, covering military, parapublic and civil operators, carry out emergency and disaster relief operations worldwide and have amassed more than 900,000 flight hours to date. A unique combination of best in class performance and cabin space, latest safety and certification standards (even exceeded in some cases), advanced navigation and mission avionics/technology and impressive versatility and high customisation levels (with over 1000 kits certified for all applications) have strongly contributed to this life-saving mission capability of the AW139. 

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.