Bristow, January 25, 2020 - HOUSTON – Bristow Group Inc and Era Group Inc announced 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.”
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.
About Bristow: Bristow Group is the world’s leading provider of offshore oil and gas transportation, search and rescue (SAR) and aircraft support services to government and civil organizations worldwide. Bristow’s strategically located global fleet supports operations in the North Sea, Nigeria and the U.S. Gulf of Mexico; as well as in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Guyana and Trinidad. Bristow provides SAR services to the private sector worldwide and to the public sector for all of the United Kingdom on behalf of the Maritime and Coastguard Agency.
About Era: Era Group (NYSE:ERA) is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S. In addition to servicing its U.S. customers, Era provides helicopters and related services to customers and third-party helicopter operators in other countries, including Brazil, Colombia, India, Mexico, Spain, and Suriname.
Era’s helicopters are primarily used to transport personnel to, from and between offshore oil and gas production platforms, drilling rigs and other installations. In addition, Era’s helicopters are used to perform emergency response services, firefighting, utility, VIP transport and other services. Era also provides a variety of operating lease solutions and technical fleet support to third party operators.
Bristow’s President and CEO, L Don Miller
Filed by Bristow Group Inc to the U.S. Securities and Exchange Commission (SEC) as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Era Group Inc.
Today is an important day in the life of Bristow as we continue to position our global company for long term success. It is with great enthusiasm that I announce our plan to combine with Era.
Like us, Era is a company with an unwavering commitment to safety, service excellence, financial discipline and like-minded employees. The combination of these two companies will strengthen Bristow’s global leadership in offshore aviation transportation as well as search and rescue operations while creating a financially stronger company.
The benefits of the combination with Era are expected to include better utilization of our aircraft and a more diversified customer base. Bristow will have approximately 300 mostly owned operating aircraft, creating the world’s largest operator of S92, AW189 and AW139 helicopters. The new organization will offer a broader range of world-class, efficient solutions for our global oil and gas customers and governmental agencies all while positioning Bristow to address ongoing industry challenges and making the investments needed to ensure safe and reliable operations.
The transaction is not expected to close until the second half of 2020, following (i) receipt of Bristow and Era shareholder approvals, (ii) completion of required regulatory approvals, and (iii) satisfaction of other customary closing conditions. It is important to note that both Boards of Directors and Bristow’s largest two shareholders support the combination.
Upon closing of the transaction later this year, Chris Bradshaw, the current President and CEO of Era, will become the President, CEO and Board member of Bristow and I will be stepping down from my current roles at Bristow. I have gotten to know Chris well over the past few years and I know him to be a leader with great integrity and someone who is well positioned to lead Bristow into its next chapter.
Until we close this transaction Bristow and Era will continue to operate as separate, independent companies and competitors and I will continue as President, CEO and Board member. The senior management team of the combined company is expected to be named at a later date.
I am proud to have led Bristow through some of the most challenging events in our company’s history and I am proud to lead this company through the closing of the combination with Era. You have my word that I will continue to serve Bristow with the same commitment, dedication, enthusiasm and passion as I have over the past 10 years with the company.
The future of Bristow and the opportunities this strategically and financially compelling combination presents are exciting. We should be proud of the meaningful strides we have made toward improving our Target Zero safety culture, processes, results, as well as diversification of our aviation services; none of which would have been possible without each of you.
We will continue to operate as we always have by maintaining our focus on the uncompromised safety and wellbeing of each other, our passengers, and our clients. In terms of integration planning for this combination, we are in the very early stages. A well thought out post-closing integration process will include representatives from both companies. This will ensure that “best practices” from both companies are integrated into the new Bristow. Once the integration team is in place and the details of the integration process have been developed, more information will be provided.
Undoubtedly, there will be many questions over the next few weeks. I am committed to keeping you updated throughout this process and will do such as significant events warrant. In the meantime, click here for a set of FAQs and additional details about the combination.
I appreciate that while this is an exciting combination, this is a lot to process considering all the challenges we have overcome over the past 14+ months. As we did during our restructuring process, I ask you to continue to remain focused on your day-to-day tasks, fully committed to safety and service excellence. It is keenly important that we continue to fulfill our commitment to our Core Values: Safety, Quality and Excellence, Integrity, Fulfillment, Teamwork and Profitability.
We are confident that the combination of Bristow and Era will position our future well. I remain thankful for your continued hard work and dedication to Bristow as you are the heart and soul of this great company.
As always, please feel free to reach out directly to me with comments and questions.
All the best,