Business Context and Reporting Period
This Form 8-K, filed on June 9, 2020, by Era Group Inc. (the "Registrant"), provides an update regarding the proposed merger with Bristow Group Inc. The transaction, governed by a Merger Agreement dated January 23, 2020 (as amended April 22, 2020), involves a merger subsidiary of Era merging with Bristow, with Bristow surviving as a wholly-owned subsidiary of Era.
Key Financial Metrics
This filing is a current report regarding corporate governance and transaction updates. It does not contain financial statements, revenue figures, profit margins, cash flow data, debt levels, or liquidity metrics for either Era Group Inc. or Bristow Group Inc. Investors are directed to the Final Joint Proxy and Consent Statement/Prospectus and the respective 10-K filings for financial data.
Material Changes
The primary material change disclosed in this filing is an update to the anticipated composition of the Combined Company's board of directors following the merger:
- Board Composition: The board is expected to initially consist of eight directors.
- Confirmed Directors: Five current Bristow directors (G. Mark Mickelson, Lorin L. Brass, Wesley E. Kern, Robert J. Manzo, and Brian D. Truelove) and two current Era directors (Christopher S. Bradshaw and Charles Fabrikant) are expected to serve.
- New Appointment: Christopher Pucillo, Managing Partner & CEO/CIO of Solus Alternative Asset Management, is now expected to serve on the board.
- Withdrawal: Hooman Yazhari, a current Bristow director previously identified as an expected director, is no longer expected to serve on the Combined Company's board.
Guidance, Outlook, and Risks
The filing includes extensive forward-looking statements and risk factors associated with the merger and the companies' operations. Key risks and contingencies include:
- Transaction Risks: Failure to obtain shareholder approvals, inability to satisfy closing conditions, regulatory hurdles, integration difficulties, and the potential failure to realize expected synergies.
- Industry and Economic Risks: Dependence on the cyclical offshore oil and gas sector, the impact of the COVID-19 pandemic, volatile oil prices (including below-zero futures), and potential government moratoriums on drilling.
- Operational Risks: Reliance on a limited number of customers, safety records, fleet grounding, fuel cost increases, and cyber-security threats.
- Legal and Financial Risks: Debt structure risks, counterparty credit exposure, and potential legal proceedings.
Management disclaims any obligation to update forward-looking statements.
Investor Verification Checklist
- Verify the final composition of the Combined Company's board of directors in the definitive proxy materials.
- Review the Final Joint Proxy and Consent Statement/Prospectus for detailed financial data and transaction terms.
- Assess the status of regulatory approvals and shareholder votes required to close the merger.
- Monitor the impact of the COVID-19 pandemic and oil price volatility on the offshore energy sector.
- Confirm the background and qualifications of the new board appointee, Christopher Pucillo.