Bristow and Era merge; Illustration; Source: Era

New helicopter giant created as Bristow and Era merge

Offshore helicopter operators Bristow and Era have completed the merger and created a financially stronger, larger, and more diverse company.

Bristow and Era merge; Illustration; Source: Era

Bristow said on Thursday that the newly combined company, headquartered in Houston, would use the Bristow name and would remain a publicly-traded company on the New York Stock Exchange.

Chris Bradshaw, president and CEO of Bristow, said: “The closing of this strategic and financially compelling merger makes Bristow a larger, more diverse and stronger company, better positioned for the future.

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 […]”.

The combined company has eight board members, 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 (chairman), Christopher S. Bradshaw, Lorin L. Brass, Charles Fabrikant, Wesley E. Kern, Robert J. Manzo, Christopher Pucillo, and Brian D. Truelove.

A fleet of over 300 aircraft

Bristow helicopter; Source: Bristow
Bristow helicopter; Source: Bristow

The merger, announced on 24 January 2020, was based around several points. Namely, the new company is looking to have a strong presence in key geographic regions like the Americas, Nigeria, Norway, the United Kingdom, and Australia.

The merger also creates the worlds largest operator of S92, AW189, and AW139 model helicopters with a total fleet of over 300 aircraft. It is worth stating that more than 80 per cent of the combined fleet is owned by the new company.

Bristow noted that the combined company would also provide 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.

The company also has a balance sheet with a cash balance of over $250 million at closing.

Merger conditions

Bristow said that the transaction was structured as a reverse triangular merger whereby Era would issue shares to Bristow stockholders.

Under the terms of the agreement, which was unanimously approved by the board of directors of both companies, Bristow shareholders would own 77 per cent of the equity of the new company and Era shareholders would own 23 per cent.

Immediately before the closing of the merger, Era effectuated a reverse stock split. As a result, a holder of Era shares will own one share of Era common stock of the combined company for every three shares of common stock of Era held by that stockholder immediately before the merger.