Bristow Group Inc. (NYSE:VTOL) and Era Group Inc. (“Era”) announced
today that they have completed their combination (the “Merger”),
creating a financially stronger company with enhanced size and
diversification. The newly combined company will use the Bristow
Group name (“Bristow”) 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.
“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 world-class, 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%)
Creates Financially Stronger 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% of the equity of
the new company, and legacy Era shareholders own 23% of the equity
of the combined company.
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 (a) an increase in the number of authorized shares of Era
common stock available for issuance and (b) a 1-for-3 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.
ABOUT BRISTOW GROUPBristow 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, Colombia, Guyana, Suriname 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. To learn more, visit our website at
www.bristowgroup.com.
Forward-Looking Statements
Bristow cautions that statements in this press release which are
forward-looking, and provide information other than historical
information, involve risks, contingencies and uncertainties that
may impact actual results of operations of the combined company.
These forward-looking statements include, among other things,
statements regarding plans and expectations with respect to the
results of operations, financial position, growth opportunities and
competitive position of the combined company, including anticipated
or expected revenues, EBITDA run-rates, cost savings and synergies,
best-in-class operations, opportunities to capture additional value
from market trends, fleet size and diversity, safety and transition
issues, free cash flow, plans to de-lever and potential shareholder
return. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, we can give no
assurance that those expectations will prove to have been correct.
These statements are made by using various underlying assumptions
and are subject to numerous risks, contingencies and uncertainties,
including, among others: the possibility that the expected
synergies or cost savings from the anticipated combination will not
be realized, or will not be realized within the expected time
period; difficulties related to the integration of the two
companies; adverse changes in the markets in which the combined
company operates or credit markets, including disruptions in the
offshore oil and gas markets throughout the globe; changes in the
regulatory regimes governing the offshore oil and gas markets and
the offshore oil and gas services markets; the inability of the
combined company to execute on contracts successfully; changes in
project design or schedules; the availability of qualified
personnel, changes in the terms, scope or timing of contracts,
contract cancellations, change orders and other modifications and
actions by customers and other business counterparties of the
combined company, changes in industry norms and adverse outcomes in
legal or other dispute resolution proceedings. If one or more of
these risks materialize, or if underlying assumptions prove
incorrect, actual results may vary materially from those expected.
You should not place undue reliance on forward looking statements.
For a more complete discussion of these and other risk factors,
please see each of Bristow’s and Era’s annual and quarterly filings
with the Securities and Exchange Commission, including Era’s annual
report on Form 10-K for the year ended December 31, 2018, and
Bristow’s annual report on Form 10-K for the year ended March 31,
2019 and their respective subsequent quarterly reports on Form
10-Q. This press release reflects the views of Bristow’s management
as of the date hereof. Except to the extent required by applicable
law, Bristow undertakes no obligation to update or revise any
forward-looking statement.
News Media
Bristow Group Inc.
Adam Morgan
+1 281.253.9005
adam.morgan@bristowgroup.com
Investors
Bristow Group Inc.
Jennifer Whalen
+1 713.369.4636
jwhalen@eragroupinc.com
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