SCHEDULE 13D
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CUSIP No. 26885G109
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Page
4
of 9
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Item 3.
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Source and Amount of Funds or Other Consideration.
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On June 11, 2020 (the Effective Date), Era Group Inc., a Delaware corporation, and Bristow Group Inc., a Delaware corporation (unless
the context otherwise requires, references in this Schedule 13D to Bristow and Era refer to Bristow Group Inc. and Era Group Inc, respectively, prior to the Effective Date, and references to the Issuer refer to
the combined company as of the Effective Date), completed a business combination in accordance with the terms of that certain Agreement and Plan of Merger, dated as of January 23, 2020 and amended on April 22, 2020 (as amended, the
Merger Agreement), by and among Era, Bristow and Ruby Redux Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Era (Merger Sub), pursuant to which Merger Sub merged with and into
Bristow, with Bristow surviving the Merger as a direct, wholly owned subsidiary of Era (the Merger). On the Effective Date, Era changed its name to Bristow Group Inc. and changed its ticker symbol on the New York Stock
Exchange from ERA to VTOL.
As a result of the Merger, each share of Bristow common stock, par value $0.0001 per share (the
Bristow Common Stock), issued and outstanding immediately prior to the Effective Time (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow preferred stock, par value
$0.0001 (the Bristow Preferred Stock), pursuant to the Merger Agreement, but not including shares of Bristow Common Stock issued and outstanding immediately prior to the Effective Time held by (i) Bristow as treasury shares,
(ii) Era, (iii) Merger Sub, (iv) any wholly owned subsidiary of Bristow or (v) any holder who did not vote in favor of the Merger or consent thereto and properly exercised and perfected appraisal rights in respect of such shares
pursuant to, and in accordance with, the provisions of Section 262 of the DGCL) was converted into the right to receive 0.502096 shares of Common Stock of the Issuer. As a result, on June 11, 2020, the Issuer issued 6,646,418 shares of
Common Stock to private investment funds and accounts managed by SDIC in respect of shares of Bristow Common Stock (including shares of Bristow Common Stock issued as a result of the conversion of all outstanding shares of Bristow Preferred Stock in
connection with the Merger) previously owned.
The foregoing description of the Merger Agreement included in this Schedule 13D does not purport to be
complete and is qualified in its entirety by reference to full text of the Merger Agreement, which is incorporated by reference and filed as Exhibit A hereto.