4-Sep-2012 Source: Bristow Group
Bristow Group Inc.Â (NYSE: BRS), the leading provider of helicopter services to the worldwide offshore energy industry, andÂ Cougar Helicopters Inc., the largest offshore energy and search and rescue (SAR) helicopter service provider inÂ CanadaÂ (“Cougar”), today jointly announced that Bristow has entered into a definitive agreement with Cougar’s parentÂ VIH Aviation Group Ltd.Â (“VIHAG”) and various VIHAG affiliates to acquire a minority interest in Cougar and certain aircraft and facilities used by Cougar in its operations.Â Cougar’s operations are primarily focused on serving the offshore oil and gas industry offÂ Canada’s Atlantic coast and inÂ the Arctic. Â Privately-owned VIHAG ofÂ British ColumbiaÂ is a leading helicopter service provider in Canada.Â Bristow’s investment will beÂ $250 millionÂ with a three-year earn-out of up to an additionalÂ $40 millionÂ based upon Cougar achieving agreed performance targets.Â The transaction is expected to be completed in the fourth quarter of calendar year 2012, subject to the approval by theÂ Canadian Transportation AgencyÂ and the completion of an interimÂ $250 million, 364-day term loan facility.
The operating assets being purchased include eight Sikorsky S-92 helicopters and state-of-the-art helicopter passenger, maintenance and SAR facilities located inÂ St. John’s,Â NewfoundlandÂ andÂ LabradorÂ andÂ Halifax, Nova Scotia.Â The purchased aircraft and facilities will be leased by Bristow to Cougar on a long-term basis.
Kenneth Norie, the owner of VIHAG who will continue to serve as Chairman and CEO of Cougar stated, “We are very pleased to have Bristow as a significant investor in Cougar, as we have similar corporate cultures and core values, especially our commitment to safety.Â I believe that this relationship will enhance the services Cougar provides to our customers and positions Cougar for the next phase of its growth.”
This transaction will allow Cougar to benefit from Bristow’s resources and global network of customers and suppliers, while providing Bristow the opportunity to invest in an operator with an outstanding reputation for safety and service in a new growth market. Â Cougar’s 250 dedicated employees have been supporting its customers in developing their exploration and production opportunities offCanada’sÂ Atlantic CoastÂ for over 15 years.Â Cougar had CD$124 million of revenue in fiscal year 2011, and expects to grow significantly over time as this market continues to expand.
William E. Chiles, President and Chief Executive Officer of Bristow, stated, “This investment represents an excellent opportunity for Bristow to gain exposure to an attractive, dynamic and growing Canadian exploration and production market. We view Cougar as an exceptional operator, as we have previously worked successfully together and are culturally and operationally aligned with shared core values of safety, quality and service.”
Bristow intends to fund at closing the asset purchase and minority interest investment in Cougar from the proceeds of a new interimÂ $250 million, 364-day term loan facility, with repayment of this term loan to be made from a combination of cash on hand, proceeds from future financings and cash flow from operations.
Mr. Chiles added, “The aircraft being acquired and leased back to Cougar are under contract to high quality customers, and provide the foundation for a financially attractive investment that is anticipated to be at least seven percent accretive annually to Bristow’s earnings per share, cash flow and Bristow Value Added.”
ABOUTÂ BRISTOW GROUP INC.
Bristow Group Inc.Â is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated.Â Through its subsidiaries, affiliates and joint ventures, Bristow has major transportation operations in the U.S.Â Gulf ofÂ MexicoÂ and theÂ North Sea, and in most of the other major offshore oil and gas producing regions of the world, includingÂ Alaska,Â Australia,Â Brazil,Â Nigeria,Â RussiaÂ and Trinidad.Â For more information, visit Bristow’s website atÂ www.bristowgroup.com.
ABOUT VIH AVIATION GROUP LTD.
VIH AVIATION GROUP LTD. is the parent company of a privately held group of aviation businesses providing general aviation services inÂ CanadaÂ since 1955 and internationally since 1986. Â For more information, visit VIHAG’s website atwww.vih.comÂ and Cougar’s website atÂ www.cougar.ca.
FORWARD LOOKING STATEMENT
Statements contained in this news release that state Bristow’s or management’s intentions, expectations or predictions of the future â€“ including its ability to complete and fund the above-referenced transaction, the timing for completing the transaction and whether the transaction will be approved by theÂ Canadian Transportation Agency, beneficial to Bristow’s operations and accretive to Bristow’s earnings per share, cash flow and Bristow Value Added â€“ are forward-looking statements. Actual results could differ materially from those projected in such forward-looking statement. Additional information concerning factors that could cause actual results to differ materially is contained from time to time in Bristow’sÂ SECÂ filings, including but not limited to Bristow’s annual report on Form 10-K and quarterly report on Form 10-Q.Â Â Bristow Group Inc.Â disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.