Bristow Group, Inc. · NYSE:VTOL
Bristow — Merger or Acquisition (February 2020)
13 slides from Bristow's merger presentation, Feb 25, 2020
Slide 1: Era and Bristow to Merge, Forming a Larger, More Diverse and Financially Stronger Global Industry Leader
FILED BY ERA GROUP INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: BRISTOW GROUP INC. COMMISSION FILE NO. 001-31617 Era and Bristow to Merge, Forming a Larger, More Diverse and Financially
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements Bristow and Era caution that statements in this presentation which are forward-looking, and provide information other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of
Slide 3: Non-GAAP Financial Measures
Non-GAAP Financial Measures In this presentation, Era includes EBITDA (“Era EBITDA”) and Adjusted EBITDA (“Era Adjusted EBITDA”) as supplemental measures of Era’s operating performance. EBITDA is defined as Earnings before Interest (includes interest income and interest expense), Taxes, Depreciation
Slide 4: Combination Strengthens Global Leadership Position
Combination Strengthens Global Leadership Position (1) Revenue Combined Adj. EBITDA and Synergies ~$1.5bn run-rate Adj. EBITDA ~$240mm run-rate Synergies ~$35mm run-rate (2) Robust FCF ~$140mm run-rate (1) Reflects projected post-closing run-rate Adjusted EBITDA. 3 (2) Free cash flow defined as cash
Slide 5: Strategic and Financial Rationale
Strategic and Financial Rationale § Strong cultural alignment with uncompromising commitment to safety 1 1 § Global leader in offshore helicopter operations with significant presence in key 2 2 regions, supplemented by stable government services revenue stream § Complementary fleet mix allows combin
Slide 6: Global Leader with Significant Presence in Key Regions
Global Leader with Significant Presence in Key Regions Attractive and Complementary Geographic Footprints Revenue by Region LatAm and Caribbean 5% Asia Pacific 9% Trinidad Africa 12% Europe 47% North America 27% Era Headquarters Bristow Headquarters Era Operating Presence Bristow Presence Era Dry Le
Slide 7: Complementary Fleet Mix
Complementary Fleet Mix AW189 6% Fixed Wing S92 6% 26% Light Twin 7% Single 303 Engine 16% AW139 20% Other Heavy / Medium 19% 6 Note: Reflects December 2019 fleet count, pro forma for Bristow’s pending sale of 14 H225s.Complementary Fleet Mix AW189 6% Fixed Wing S92 6% 26% Light Twin 7% Single 303 E
Slide 8: Enhanced Customer and End-Market Diversification
Enhanced Customer and End-Market Diversification (1) Revenue by End Market Government Services Revenue UK SAR and BSEE contracts Other provide meaningful diversification Fixed Wing 2% 5% from oil price volatility Government Services Flight Hours, 18% 15% UK SAR Oil & Revenue Gas Monthly 75% Structur
Slide 9: Bristow's Restructuring Process and Portfolio Optimization
Bristow’s Restructuring Process and Portfolio Optimization Bristow Post-Closing Projected Run-Rate Adjusted EBITDA ($mm) B C D E A A § Rent Savings B § Divestitures C § FY19A OEM Settlement D § Foreign Exchange Loss E § Other ~$900mm in debt reduction and no future aircraft capital commitments as a
Slide 10: Substantial and Highly Achievable Cost Synergies
Substantial and Highly Achievable Cost Synergies ü Elimination of redundant corporate expenses G&A Savings ü Realization of operational efficiencies in the U.S. Gulf of Mexico ü Optimization of aircraft maintenance programs and fleet utilization Fleet Cost Savings ü Synergies expected to be realized
Slide 11: Strong Balance Sheet with Robust Free Cash Flow Profile
Strong Balance Sheet with Robust Free Cash Flow Profile PF Adj. EBITDA ($mm) PF Adj. EBITDA Margin (%) ~16% ~$240 ~11% ~$165 2019E Run-Rate 2019E Run-Rate (2) (1) PF Net Leverage PF FCF and FCF Yield Target Net Leverage: (2) ~2.0x – 3.0x (1) ~2.5x ~2.0x 2019E Run-Rate Notes: Implied FCF yield based
Slide 12: Benefits to All Stakeholders
Benefits to All Stakeholders • Both companies share an uncompromising commitment to deliver safe and reliable operations • Enhanced fleet options and flexibility facilitated by larger, global, and more diverse fleet mix Customers Customers • Combined company will have financial means to continue to
Slide 13: Reconciliation of Historical Financials Used in Presentation
Reconciliation of Historical Financials Used in Presentation Bristow Adjusted EBITDA Reconciliation Fiscal Year Ended Bristow Special Items Detail Fiscal Year Ended ($ thousands) March 31, 2019 ($ thousands) March 31, 2019 Net loss $ (336,138) Loss on impairment $ 117,220 Loss on disposal of assets
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