Bristow Group, Inc. · NYSE:VTOL
Bristow — Merger or Acquisition (January 2020)
22 slides from Bristow's merger presentation, Jan 24, 2020
Slide 1: Era and Bristow to Merge, Forming a Larger, More Diverse and Financially Stronger Global Industry Leader
January 24, 2020 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:
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: Transaction Overview
Transaction Overview All-stock merger transaction (tax-free) Transaction Structure Combined company to be named Bristow Group Inc. Headquartered in Houston, Texas Publicly traded on the New York Stock Exchange Company Info Bristow shareholders are expected to own 77%, and Era shareholders are expect
Slide 5: Combination Strengthens Global Leadership Position in the Helicopter Industry
Leading helicopter operator with a primary focus on transporting personnel to, from and between offshore oil and gas production platforms, drilling rigs and other installations Reflects CY2019E metrics. Pro forma for Bristow’s May 2019 business disposition of Eastern. Government Services reflects UK
Slide 6: Strategic Rationale
Strategic Rationale Led by industry veterans with proven track record of capital discipline, protecting stakeholder value and generating free cash flow through industry cycles Combination benefits all stakeholders Strong cultural alignment with uncompromising commitment to safety Global leader in of
Slide 7: Global leader in offshore helicopter operations with significant presence in key regions
Global leader in offshore helicopter operations with significant presence in key regions, supplemented by stable government services revenue stream Note:Reflects CY2019E metrics, pro forma for Bristow’s May 2019 business disposition of Eastern. Era Operating Presence Bristow Presence Era and Bristow
Slide 8: Complementary fleet mix allows combined company to optimally service customers
Complementary fleet mix allows combined company to optimally service customers Primarily owned fleet, with attractive lease rates on the balance of the fleet Complementary model types create desirable combined company fleet mix, providing more efficient solutions for customers Will be the largest op
Slide 9: Enhanced customer and end-market diversification
Enhanced customer and end-market diversification (1)Reflects CY2019E metrics, pro forma for Bristow’s May 2019 business disposition of Eastern. Government Services includes UK SAR and BSEE contracts. Attractive mix of oil and gas customers with long-term relationships, and diversified end-market exp
Slide 10: Significant, sustainable cost savings achieved through Bristow's chapter 11 restructuring
Significant, sustainable cost savings achieved through Bristow’s chapter 11 restructuring process and portfolio optimization Bristow Post-Closing Projected Run-Rate Adjusted EBITDA ($mm) Commentary Rent Savings: Chapter 11 restructuring and other savings related to fleet and facilities Divestitures:
Slide 11: Substantial and highly achievable cost synergies identified
Substantial and highly achievable cost synergies identified G&A Savings Other OpEx Savings ~$35 Million Annual Run-Rate Savings Fleet Cost Savings Houston, TX Abbeville, LA Galliano (SAR), LA Era Headquarters Bristow Base Bristow Headquarters Era Base Lake Jackson, TX Bay City, TX Galveston, TX John
Slide 12: Strong balance sheet with robust free cash flow profile
Strong balance sheet with robust free cash flow profile PF Adj. EBITDA ($mm) PF FCF and FCF Yield(2) Notes: Implied FCF yield based on Era stock price on January 22, 2020, and calculated as PF FCF divided by implied pro forma market capitalization. Run-rate reflects synergies of $35mm. Reflects 2019
Slide 13: Led by industry veterans with proven track record of capital discipline
Led by industry veterans with proven track record of capital discipline, protecting stakeholder value and generating FCF through industry cycles Era Adjusted FCF over Last 5 Years Era Net Debt over Last 5 Years Demonstrated free cash flow generation throughout the offshore oil and gas downturn, whic
Slide 14: Benefits to all stakeholders
Benefits to all stakeholders Customers 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 Combined company will have financial means to continue to fund investments
Slide 15: Appendix
APPENDIX
Slide 16: Era Flash: Attractive Financial Profile
Q4’19 Pro Forma 2019E Run-Rate Revenue ~$60mm ~$1.5bn ~$1.5bn Adj. EBITDA ~$13mm ~$165mm ~$240mm Adj. EBITDA Margin ~22% ~11% ~16% FCF(1) ~$11mm –– ~$140mm Total Debt ~$160mm ~$805mm Cash ~$120mm ~$310mm Net Debt ~$40mm ~$495mm Net Leverage ~1.1x ~2.5x ~2.0x Attractive Financial Profile Era Flash No
Slide 17: 2019E PF Adj. EBITDA to Post-Closing Projected Run-Rate Adj. EBITDA
2019E PF Adj. EBITDA to Post-Closing Projected Run–Rate Adj. EBITDA Note:All financial projections reflect estimates and are subject to revision. See page 1 for cautionary statement regarding forward looking statements.
Slide 18: Pro Forma Capitalization
Pro Forma Capitalization (6) (5) Notes:Dollars in millions. Based on third party appraisal values provided by Ascend. Estimated debt and cash balances as of 12/31/19. Reflects transaction and financing fees and other anticipated adjustments, including Bristow’s pending sale of 14 H225s. Bristow’s 20
Slide 19: Combined Company Fleet Overview
Combined Company Fleet Overview Combined Company Fleet Status (as of December 2019) Note:Reflects December 2019 fleet count, pro forma for Bristow’s pending sale of 14 H225s.
Slide 20: Offshore Oil & Gas Industry has Stabilized, with Modest Improvement Expected
Commentary Offshore Oil & Gas Industry has Stabilized, with Modest Improvement Expected Offshore Capital Expenditures ($bn)(1) ’19 – ’22 CAGR: +8% By Region By Depth ’15 – ’19 CAGR: (11%) Offshore capital expenditure recovery appears underway, with modest demand growth IOCs’ exploration spend increa
Slide 21: Bristow will Merge into a Subsidiary of Era
Bristow will Merge into a Subsidiary of Era Reverse Triangular Merger Bristow Era Bristow shareholders receive ERA shares… Bristow Shareholders Era Shareholders Existing Era Subs Bristow Bristow Subs Bristow Subs …in exchange for Bristow shares. Bristow becomes a subsidiary of Era Post-transaction S
Slide 22: Bristow Special Items Detail
Bristow Special Items Detail Fiscal Year Ended ($ thousands) March 31, 2019 Loss on impairment $ 117,220 Transaction cost 32,800 Organizational restructuring costs 11,897 CEO retirement cost 977 Total Special Items $ 162,894 Bristow Adjusted EBITDA Reconciliation Fiscal Year Ended ($ thousands) Marc