Bristow completes merger with Era

Bristow Group Inc. and Era Group Inc. announced recently that they have completed their combination, creating a financially stronger company with enhanced size and diversification. The newly combined company will use the Bristow Group name and will remain a publicly traded company on the New York Stock Exchange. The newly combined company’s common stock will begin trading under the stock ticker “VTOL” beginning on June 12, 2020 and will have a new CUSIP number of 11040G103.

Operating as a combined company, the combined Bristow and Era will have a fleet of more 300 aircraft for offshore transportation and search-and-rescue services. Ken Swartz/Dan Megna Photos
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“The closing of this strategic and financially compelling merger makes Bristow a larger, more diverse and stronger company, better positioned for the future,” said Chris Bradshaw, president and CEO of Bristow. “The combination brings long-overdue consolidation in the industry, better prepares us to navigate today’s market challenges, and ensures we remain the global leader in helicopter services with an outstanding culture focused on safety and providing excellent service to our valued customers.”

The merger strengthens Bristow’s 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 combined company offers a broader range of efficient solutions through enhanced fleet size and diversity, investments in new technology and safety features to meet the evolving needs of new and existing oil and gas customers and governmental agencies.

The combined company will be headquartered at 3151 Briarpark Drive, Suite 700, in Houston, Texas. The newly structured organization encourages enhanced collaboration globally while maintaining efficient and nimble local operations.

The combined company has an eight-member board of directors, including five members from legacy Bristow and two members from legacy Era, including the legacy Era CEO. The board of directors is comprised of G. Mark Mickelson (who will act as chairman of the board of directors), Christopher S. Bradshaw, Lorin L. Brass, Charles Fabrikant, Wesley E. Kern, Robert J. Manzo, Christopher Pucillo and Brian D. Truelove.

The rationale for the merger remains just as strong today as it was when first announced on January 24, 2020:

Enhanced 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.

Increased 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 is predominantly owned (>80 percent).

Creates financially Ssronger company:

  • 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, supported by a large combined cash balance (over $250 million expected at closing);
  • Positive free cash flow generation.

Transaction structure:

The merger was structured as a reverse triangular merger whereby each share of legacy Bristow preferred stock issued and outstanding was converted into 5.179562 shares of legacy Bristow common stock in accordance with the terms thereof. At the closing of the merger, each share of legacy Bristow common stock (including shares issued as a result of the preferred stock conversion) was converted into 0.502096 shares of Era common stock. After giving effect to the merger, legacy Bristow shareholders own 77 percent of the equity of the new company, and legacy Era shareholders own 23 percent of the equity of the combined company.

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On June 11, 2020, immediately prior to the closing of the merger, Era effectuated a reverse stock split whereby shares of Era common stock were automatically reclassified into a smaller number of shares, such that a holder of Era shares owns one share of Era common stock of the combined company for every three shares of common stock of Era held by that stockholder immediately prior to the merger. The amount of shares of Era common stock issuable to legacy Bristow holders gave effect to the reverse stock split.

At Era’s joint annual and special meeting, held on June 11, 2020, Era stockholders of record approved the issuance of shares of Era common stock to holders of Bristow capital stock, as consideration for the merger, as well as certain other proposals including (i) an amendment to Era’s certificate of incorporation effecting an increase in the number of authorized shares of Era common stock available for issuance and a one-for-three reverse stock split of the issued and outstanding shares of Era common stock immediately prior to the merger and (ii) an amendment to Era’s certificate of incorporation which changed the name of Era, the parent entity of the newly combined company, from “Era Group Inc.” to “Bristow Group Inc.”.

Bristow stockholders approved the adoption of the merger agreement through a solicitation of written consent that was completed on June 11, 2020.

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