As filed with the Securities and Exchange Commission on April 22, 2020.

Registration No. 333-237557

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Era Group Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware	4522	72-1455213
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

945 Bunker Hill Rd., Suite 650
Houston, Texas 77024
(713) 369-4700
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)

Christopher S. Bradshaw
President and Chief Executive Officer
Era Group Inc.
945 Bunker Hill Rd., Suite 650
Houston, Texas 77024
(713) 369-4700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Brett D. Nadritch
David Zeltner
Scott Golenbock
Milbank LLP
55 Hudson Yards
New York, New York 10001
(212) 530-5000 L. Don Miller
Victoria V. Lazar
Bristow Group Inc.
3151 Briarpark Drive, Suite 700
Houston, Texas 77042
(713) 267-7600
Douglas A. Bacon, P.C.
Debbie P. Yee, P.C.
Michael W. Rigdon
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
(713) 836-3600

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective and upon completion of the Merger described in the enclosed document.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☐	Accelerated filer ☒	Non-accelerated filer  ☐	Smaller reporting company  ☐
		(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to Era Group Inc.’s common stock to be offered in this transaction has been filed with the Securities and Exchange Commission. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell, or the solicitation of an offer to buy, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY—SUBJECT TO COMPLETION—DATED APRIL 22, 2020

 
 

     , 2020

Dear Stockholders of Era Group Inc. and Stockholders of Bristow Group Inc.:

On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”), and Bristow Group Inc. (“Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (“Merger Agreement”), pursuant to which Merger Sub will merge with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era (the “Merger”). Following the Merger, the Combined Company (as defined below) intends to change its name to Bristow Group Inc., and the Combined Company’s common stock will remain listed on the New York Stock Exchange under the ticker symbol “  ”.

Upon completion of the Merger, the shares of Bristow common stock, par value $0.0001 (“Bristow Common Stock”) that are outstanding immediately prior to the closing (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow preferred stock, par value $0.0001 (“Bristow Preferred Stock”) and the shares of Bristow Common Stock held in reserve as more fully described in the accompanying joint proxy and consent solicitation statement/prospectus) will be converted into the right to receive, in the aggregate, a number of shares of outstanding Era common stock, par value $0.01 (“Era Common Stock”), equal to the product of (i) 77% multiplied by (ii) the quotient of (x) the number of shares of Era Common Stock outstanding immediately prior to the Merger, calculated on a fully diluted basis, divided by (y) 23% (the “Aggregate Merger Consideration”). Each holder of Bristow Common Stock, other than holders of dissenting shares, will be entitled to receive, for each share of Bristow Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Bristow Common Stock outstanding immediately prior to the Merger (including, among others, shares issued as a result of the conversion of Bristow Preferred Stock and any shares underlying Bristow options or restricted stock units) and, if applicable, cash in lieu of fractional shares. Era stockholders will continue to own their existing Era shares, as adjusted to give effect to the Reverse Stock Split (as defined below), if effected.

Based on the current number of outstanding shares of Bristow Preferred Stock, Bristow Common Stock, stock options and restricted stock units, and Era Common Stock, stock options and restricted stock, Era expects to issue, in the aggregate, approximately 73,517,873 shares of Era Common Stock to holders of Bristow Common Stock in the Merger, subject to adjustment to account for the effect of a possible reverse stock split of Era Common Stock prior to the Effective Time at a ratio of one share for every three shares outstanding, if and when determined by the Era Board, which we refer to in this joint proxy and consent solicitation statement/prospectus as the “Reverse Stock Split”. Immediately following completion of the Merger, former Bristow stockholders (including former holders of Bristow Preferred Stock) will own 77% of the outstanding shares of common stock of the Combined Company (“Combined Company Common Stock”) and pre-Merger holders of Era Common Stock will own 23% of the outstanding shares of the Combined Company Common Stock.

Era will hold an annual meeting of its stockholders to vote on, among other things, the proposals necessary to complete the Merger. At the annual meeting of Era stockholders, Era stockholders will be asked to vote to, among other things, approve (i) the issuance of shares of Era Common Stock to Bristow stockholders in connection with the Merger and (ii) an amendment to the Era charter to increase the number of authorized shares of Era Common Stock which approvals are necessary to effect the Merger. In addition, the Era stockholders are being asked to vote to approve an amendment to the Era charter effecting a Reverse Stock Split, which is contemplated but not required by the Merger Agreement.

Your vote on these matters is very important, regardless of the number of shares you own. Whether or not Era stockholders plan to attend the Era annual meeting virtually, we ask Era stockholders to please submit a proxy to have their shares voted in advance of the Era annual meeting by using one of the proxy voting methods described in the accompanying joint proxy and consent solicitation statement/prospectus.

Bristow is sending the accompanying joint proxy and consent solicitation statement/prospectus to its stockholders to request that they consent to (1) the adoption of the Merger Agreement attached as Annex A, as amended by the amendment to the Merger Agreement attached as Annex B, to the joint proxy and consent solicitation statement/prospectus (the “Bristow Merger Proposal”) and (2) the approval, on a non-binding, advisory basis, of certain Merger-related executive officer compensation payments that will or may be made to Bristow’s named executive officers in connection with the Merger, by executing and returning the written consent furnished with the accompanying joint proxy and consent solicitation statement/prospectus. The adoption of the Merger Agreement by Bristow stockholders is required to complete the Merger. Your consent to these matters is very important, regardless of the number of shares you own. If you are a record holder of outstanding Bristow Common Stock or Bristow Preferred Stock on     , 2020, Bristow urges you to please complete the enclosed written consent as soon as possible and return it promptly to Bristow by one of the means described in the accompanying joint proxy and consent solicitation statement/prospectus.

In connection with the execution of the Merger Agreement, Bristow and Era entered into individual voting agreements with each of Solus Alternative Asset Management LP (“Solus”) and South Dakota Retirement System (“SDIC”), pursuant to which each of Solus and SDIC has agreed, among other things, to, following effectiveness of this registration statement, deliver a duly executed consent in favor of the Merger and adoption of the Merger Agreement. The delivery of such written consent by each of Solus and SDIC will constitute the approval of the Bristow Merger Proposal by the requisite majority of the total aggregate voting power of the Bristow stockholders.

The accompanying joint proxy and consent solicitation statement/prospectus provides important information regarding the meetings, and a detailed description of the Merger Agreement, the Merger and the matters to be presented at the meetings. Era and Bristow encourage you to read the entire accompanying joint proxy and consent solicitation statement/prospectus carefully (including any documents incorporated therein by reference), including the section entitled “Risk Factors” beginning on page 33, describing risks relating to the proposed Merger and to the businesses of Era and Bristow.

The Board of Directors of Era (the “Era Board”) unanimously recommends that Era stockholders vote “FOR” the Merger-Related Proposals and the Annual Meeting Proposals (if necessary or appropriate) (each as defined herein) and the Board of Directors of Bristow unanimously recommends that Bristow stockholders affirmatively “CONSENT” to the Bristow proposals (if necessary or appropriate).

Sincerely,
Christopher S. Bradshaw	L. Don Miller
President, Chief Executive Officer and Director	President, Chief Executive Officer and Director
Era Group Inc.	Bristow Group Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in the Merger or determined if this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of the accompanying joint proxy and consent solicitation statement/prospectus is     , 2020, and it is first being mailed or otherwise delivered to the stockholders of Era and the stockholders of Bristow on or about     , 2020.

 

945 Bunker Hill Rd., Suite 650
Houston, Texas 77024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON     , 2020

To the Stockholders of Era Group Inc.:

The 2020 Annual Meeting of Stockholders (the “annual meeting”) of Era Group Inc. (“Era”) will be held exclusively online via a live audio webcast at       on     , 2020 at      Central Time. There is no physical location for the annual meeting. The annual meeting is being held for the following purposes:

1.
To approve the issuance of shares of Era Common Stock in connection with the Merger as contemplated by the Merger Agreement attached as Annex A, as amended by the amendment to the Merger Agreement attached as Annex B, to this joint proxy and consent solicitation statement/prospectus (the “Stock Issuance Proposal”);

2.
To elect the six directors as specified in “Proposal No. 2—Election of Directors” beginning on page 245 to serve until the 2021 Annual Meeting of Stockholders or until his/her successor is elected and qualified or until his/her earlier resignation or removal (except that, if the Merger is completed, the board of directors will be reconstituted as provided in the Merger Agreement and detailed in this joint proxy and consent solicitation statement/prospectus);

3.
To approve the proposed amendment to the Certificate of Incorporation of Era effecting an increase in the number of authorized shares of Era Common Stock, a form of which is attached as Annex G to this joint proxy and consent solicitation statement/prospectus (the “Era Charter Amendment No. 1” and such proposal, the “Share Increase Proposal”);

4.
To approve the proposed amendment to the Certificate of Incorporation of Era that would effect, when and if determined by the Era Board, a reverse stock split of Era Common Stock prior to the Effective Time at a ratio of one share for every three shares outstanding, the form of which is attached as Annex H to this joint proxy and consent solicitation statement/prospectus (the “Era Charter Amendment No. 2” and such proposal, the “Reverse Stock Split Proposal”);

5.
To ratify the appointment of Grant Thornton LLP as Era’s independent registered public accounting firm for the period of time before the consummation of the Merger (after the consummation of the Merger, the Combined Company’s independent registered public accounting firm will be decided by the board of directors and audit committee of the Combined Company);

6.
To hold an advisory vote to approve Era’s named executive officer compensation;

7.
To adjourn or postpone the Era annual meeting if there are insufficient votes to approve the Stock Issuance Proposal, Share Increase Proposal or Reverse Stock Split Proposal at the time of the Era annual meeting to allow Era to solicit additional proxies in favor of either of such proposals; and

8.
To transact such other business as may properly come before the annual meeting and any adjournments or postponements thereof.

Only holders of record of Era Common Stock at the close of business on     , 2020 (the “Era Record Date”), will be entitled to notice of and to vote at the annual meeting. See the “Solicitation of Proxies, Voting and Revocation” section of this joint proxy and consent solicitation statement/prospectus for the place where the list of stockholders may be examined.

Your vote is very important! Please vote by telephone, Internet at        or by completing, signing, dating and returning the enclosed proxy card, whether or not you expect to virtually attend the annual meeting, so that your shares of Era Common Stock may be represented at the annual meeting if you are unable to virtually attend and vote electronically. Stockholders of record and beneficial owners will be able to vote their shares electronically at the virtual annual meeting. Submitting a vote before the annual meeting will not preclude you from voting your shares electronically at the virtual meeting should you decide to virtually attend. For specific instructions on how to participate in and vote your shares at the virtual meeting, please refer to the section entitled “Questions and Answers about the Era Annual Meeting” beginning on page 8 of the joint proxyand consent solicitation statement/prospectus.

By Order of the Era Board of Directors,

Crystal Gordon

Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary

Houston, Texas
    , 2020

 

3151 Briarpark Drive, Suite 700
Houston, Texas 77042

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the Stockholders of Bristow Group Inc.:

The accompanying joint proxy and consent solicitation statement/prospectus is being delivered to you on behalf of the board of directors (the “Bristow Board”) of Bristow Group Inc. (“Bristow”), to request that holders of Bristow’s common stock, par value $0.0001 (“Bristow Common Stock”), and holders of Bristow’s preferred stock, par value $0.0001 (“Bristow Preferred Stock”) as of the close of business on the record date execute and return written consents for the following purposes:

1.
To approve the adoption of the Merger Agreement, dated January 23, 2020, by and among Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”), and Bristow attached as Annex A to this joint proxy and consent solicitation statement/prospectus, as amended by the amendment to the Merger Agreement attached as Annex B (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era (the “Merger”); and

2.
To approve, on a non-binding, advisory basis, certain Merger-related executive officer compensation payments that will or may be made to Bristow’s named executive officers in connection with the Merger.

The Bristow Board has fixed the close of business on     , 2020 as the record date for the consent solicitation (the “Bristow Record Date”) and     , 2020 as the targeted final date for receipt of written consents, as it may be extended by Bristow (the “Bristow Consent Deadline”). Bristow reserves the right to extend the Bristow Consent Deadline beyond     , 2020, and any such extension may be made without notice to Bristow stockholders.

This joint proxy and consent solicitation statement/prospectus describes the Merger and the actions to be taken in connection with the Merger and provides additional information about the parties involved. Please give this information your careful attention.

Concurrently with the execution of the Merger Agreement, Bristow and Era executed individual voting agreements with two signficant stockholders of Bristow, Solus and SDIC, under which each of Solus and SDIC agreed to deliver to Bristow a written consent in favor of the Merger and adoption of the Merger Agreement in respect of all shares of Bristow Common Stock and Bristow Preferred Stock beneficially owned by each of Solus and SDIC (collectively representing more than a majority of the total aggregate voting power of the shares of Bristow Common Stock and Bristow Preferred Stock issued and outstanding, thereby ensuring the requisite consents will be received).

Your consent is very important! Please complete, date and sign the written consent furnished with the accompanying joint proxy and consent solicitation statement/prospectus and return it promptly to Bristow by one of the means described in “Bristow Solicitation of Written Consents” in the accompanying joint proxy and consent solicitation statement/prospectus.

If you have any questions about how to deliver your written consent in respect of your shares of Bristow Common Stock and/or Bristow Preferred Stock, please contact Bristow’s Consent Tabulation Agent in connection with the consent solicitation, D.F. King & Co., Inc., toll-free at (877) 478-5043.

By Order of the Bristow Board of Directors,

Victoria V. Lazar

Senior Vice President, General Counsel and Corporate Secretary

Houston, Texas
    , 2020

ADDITIONAL INFORMATION

This joint proxy and consent solicitation statement/prospectus incorporates by reference important business and financial information about Era from documents filed with the Securities and Exchange Commission (“SEC”) that are not included in or delivered with this joint proxy and consent solicitation statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Era at no cost from the SEC’s website maintained at http://www.sec.gov. You can also find information about Era and Bristow by visiting Era’s website at www.erahelicopters.com or Bristow’s website at www.bristowgroup.com. Information contained on these websites does not constitute part of this joint proxy and consent solicitation statement/prospectus. You may also request copies of these documents, including documents incorporated by reference into this joint proxy and consent solicitation statement/prospectus, without charge upon your written or oral request by contacting Era and Bristow at the applicable address or by telephone as specified below:

Era Group Inc.
Attention: Corporate Secretary
945 Bunker Hill Rd., Suite 650
Houston, Texas 77024
(713) 369-4700 Bristow Group Inc.
Attention: Corporate Secretary
3151 Briarpark Drive, Suite 700
Houston, Texas 77042
(713) 267-7600

You will not be charged for any of these documents that you request.

If you are an Era stockholder and would like to request any documents, please do so no later than five business days before     , 2020 to receive them before the Era annual meeting.

If you are a Bristow stockholder and would like to request any documents, please do so no later than five business days before     , 2020 to receive them before the Bristow Consent Deadline.

See “Where You Can Find More Information” on page 266 of this joint proxy and consent solicitation statement/prospectus for further information.

ABOUT THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS

This joint proxy and consent solicitation statement/prospectus, which forms part of a registration statement on Form S-4 filed by Era with the SEC, constitutes a prospectus of Era under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Era Common Stock to be issued to Bristow stockholders as consideration in the Merger pursuant to which a subsidiary of Era will merge with and into Bristow with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era, as more fully described herein. This joint proxy and consent solicitation statement/prospectus also constitutes a proxy statement for Era and a consent solicitation statement for Bristow. In addition, it constitutes a notice of meeting with respect to the Era annual meeting and a notice of written consent solicitation of Bristow stockholders.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy and consent solicitation statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy and consent solicitation statement/prospectus. This joint proxy and consent solicitation statement/prospectus is dated     , 2020, and you should assume that the information in this joint proxy and consent solicitation statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy and consent solicitation statement/prospectus is accurate as of the date of such incorporated document. Neither the mailing or delivery of this joint proxy and consent solicitation statement/prospectus to Era stockholders and Bristow stockholders nor the issuance by Era of shares of Era Common Stock in connection with the Merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND MEETING/CONSENT SOLICITATION	1
QUESTIONS AND ANSWERS ABOUT THE MERGER	2
QUESTIONS AND ANSWERS ABOUT THE ERA ANNUAL MEETING	8
QUESTIONS AND ANSWERS ABOUT BRISTOW’S CONSENT SOLICITATION	12
SUMMARY	15
SELECTED CONSOLIDATED FINANCIAL DATA OF ERA	25
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRISTOW	26
SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION	28
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA	30
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	31
RISK FACTORS	33
Risks Related to the Merger	33
Risks Related to Era and Bristow	39
Risks Related to Bristow	39
THE MERGER	53
Terms of the Merger	53
Background of the Merger	53
Era’s Reasons for the Merger and Recommendation of the Era Board	61
Opinion of Era’s Financial Advisor	63
Bristow’s Reasons for the Merger and Recommendation of the Bristow Board	71
Opinion of Bristow’s Financial Advisor	74
Certain Unaudited Prospective Financial Information	81
Certain Era Unaudited Prospective Financial Information	81
Certain Bristow Unaudited Prospective Financial Information	83
Material U.S. Federal Income Tax Consequences of the Merger	85
Accounting Treatment	88
Interests of Certain of Bristow’s Directors and Executive Officers in the Merger	91
Governance of the Combined Company	94
Treatment of Indebtedness	95
Regulatory Approvals	95
Appraisal Rights	95
Bristow Preferred Stock Conversion	95
THE MERGER AGREEMENT	98
Explanatory Note Regarding the Merger Agreement	98
The Merger	98
Effective Time and Closing	98
Merger Consideration	99
Preferred Stock Conversion	99
Exchange and Payment Procedures	99
Treatment of Bristow Equity Awards	100
Withholding	100
Representations and Warranties	100
Definition of Material Adverse Effect	102
Conduct of Business Pending the Merger	103
No Solicitation of Alternative Proposals	107
Era Stockholder Meeting	110
Bristow Written Consent	111
Efforts to Consummate the Merger	111
Indemnification and Insurance	112
Employee Matters	112
Governance Matters Following the Merger	113
Other Covenants and Agreements	113

i

Conditions to Completion of the Merger	114
Governing Law	117
Specific Performance	117
Regulatory Approvals Required for the Merger	117
Stock Exchange Listing	117
Dissenters’ Rights of Appraisal of Holders of Bristow Common Stock	118
THE VOTING AGREEMENTS RELATING TO THE MERGER	119
PRICE RANGE OF COMMON STOCK AND DIVIDENDS	122
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION	123
ERA DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	141
ERA AUDIT COMMITTEE REPORT	255
EXECUTIVE COMPENSATION OF THE COMBINED COMPANY OFFICERS	142
INFORMATION ABOUT THE COMPANIES	143
Era	143
Merger Sub	143
Bristow	143
MANAGEMENT’S DISCUSSION AND ANALYSIS OF BRISTOW’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS	161
ERA QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	220
BRISTOW QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	220
DESCRIPTION OF ERA CAPITAL STOCK	224
COMPARISON OF STOCKHOLDER RIGHTS	227
APPRAISAL RIGHTS OF BRISTOW STOCKHOLDERS	239
MATTERS TO BE SUBMITTED TO A VOTE OF ERA STOCKHOLDERS	244
Era Proposal No. 1 – Approval of Issuance of Era Common Stock in the Merger	244
Era Proposal No. 2 – Election of Directors	245
Era Proposal No. 3 – Approval of the Era Charter Amendment No. 1	248
Era Proposal No. 4 – Approval of the Era Charter Amendment No. 2	249
Era Proposal No. 5 – Ratification of Appointment of Independent Registered Accounting Firm	254
Era Proposal No. 6 – Advisory Vote To Approve Named Executive Officer Compensation	255
Era Proposal No. 7 – Adjournment Vote	256
BRISTOW SOLICITATION OF WRITTEN CONSENTS	257
BRISTOW PROPOSALS	260
PRINCIPAL STOCKHOLDERS OF BRISTOW	261
VALIDITY OF SECURITIES	263
EXPERTS	263
ERA STOCKHOLDER PROPOSALS	264
HOUSEHOLDING OF PROXY MATERIALS	265
OTHER MATTERS	265
WHERE YOU CAN FIND MORE INFORMATION	266
IMPORTANT VOTING INFORMATION	267
INDEX TO BRISTOW FINANCIAL STATEMENTS	F-1
ANNEX A—MERGER AGREEMENT	A-1
ANNEX B—FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER	B-1
ANNEX C—VOTING AGREEMENT OF SOLUS	C-1
ANNEX D—VOTING AGREEMENT OF SDIC	D-1
ANNEX E—OPINION OF CENTERVIEW PARTNERS LLC	E-1
ANNEX F—OPINION OF DUCERA SECURITIES LLC	F-1
ANNEX G—ERA CHARTER AMENDMENT NO. 1	G-1
ANNEX H—ERA CHARTER AMENDMENT NO. 2	H-1
ANNEX I—SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE	I-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND MEETING/CONSENT SOLICITATION

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger and the Era annual meeting and certain procedures for Bristow stockholders to deliver their written consents. These questions and answers may not address all questions that may be important to you as an Era stockholder or a Bristow stockholder. To better understand these matters, and for a description of the legal terms governing the Merger, you should carefully read this entire joint proxy and consent solicitation statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference in this joint proxy and consent solicitation statement/prospectus. See “Where You Can Find More Information” beginning on page 266.Era is first mailing this joint proxy and consent solicitation statement/prospectus to Era stockholders on or about     , 2020. Bristow is delivering this joint proxy and consent solicitation statement/prospectus to Bristow stockholders on or about     , 2020. Except where specifically noted, the following information and all other information contained in this joint proxy and consent solicitation statement/prospectus does not give effect to the possible Reverse Stock Split described in Era Proposal No. 4.

What is included in these materials?

These materials include:

• the notice of the Era annual meeting;

• the notice of the Bristow consent solicitation;

• the joint proxy and consent solicitation statement/prospectus for the Era annual meeting, the Bristow consent solicitation and the issuance of shares by Era as consideration for the Merger;

• the proxy card for the Era annual meeting;

• the written consent for the Bristow consent solicitation; and

• Era Group’s Annual Report on Form 10-K for the year ended December 31, 2019.

Why am I receiving these materials?

Era

The Era Board is providing Era stockholders these proxy materials in connection with the Era Board’s solicitation of proxies from Era’s stockholders for the Era annual meeting and any adjournments and postponements thereof. The Era annual meeting will be online and will be a completely virtual meeting of stockholders. You may attend, vote, and submit questions during the Era annual meeting via live audio webcast on the Internet at         , on     ,      , 2020, at      Central Time. You will not be able to attend the Era annual meeting in person because there will be no physical location for stockholders to attend. On or before     , 2020, Era expects to begin mailing to its stockholders proxy materials or an Important Notice Regarding the Availability of Proxy Materials (referred to as a “Notice”), containing instructions on how to access its proxy materials, including this joint proxy and consent solicitation statement/prospectus and Era’s annual report, and how to vote your shares.

Bristow

The Bristow Board is providing Bristow stockholders these materials in connection with the Bristow Board’s solicitation of, among other things, the required written consent to the adoption of the Merger Agreement. The Bristow Board has fixed the close of business on     , 2020 as the Bristow Record Date and the close of business on     , 2020 as the Bristow Consent Deadline.

The joint proxy and consent solicitation statement/prospectus also serves as a prospectus of Era used to offer shares of Era Common Stock issuable as consideration in the Merger.

What is the purpose of the Era annual meeting?

At the Era annual meeting, Era stockholders as of the Era Record Date will be asked to consider and vote on the following matters:

1.
To approve the issuance of shares of Era Common Stock in connection with the Merger as contemplated by the Merger Agreement (the “Stock Issuance Proposal”);

1

2.
To elect the six directors as specified in “Proposal No. 2—Election of Directors” beginning on page 245 to serve until the 2021 Annual Meeting of Stockholders or until his/her successor is elected and qualified or until his/her earlier resignation or removal (except that, if the Merger is completed, the board of directors will be reconstituted as provided in the Merger Agreement and detailed in this joint proxy and solicitation statement/prospectus);

3.
To approve the Era Charter Amendment No. 1, a form of which is attached as Annex G to this joint proxy and consent solicitation statement/prospectus (the “Share Increase Proposal”);

4.
To approve the Era Charter Amendment No. 2, the form of which is attached as Annex H to this joint proxy and consent solicitation statement/prospectus (the “Reverse Stock Split Proposal”);

5.
To ratify the appointment of Grant Thornton LLP as Era’s independent registered public accounting for the period of time before the consummation of the Merger (after the consummation of the Merger, the Combined Company’s independent registered public accounting firm will be decided by the board of directors and audit committee of the Combined Company);

6.
To hold an advisory vote to approve Era’s named executive officer compensation;

7.
To adjourn or postpone the Era annual meeting if there are insufficient votes to approve the Share Increase Proposal, the Reverse Stock Split Proposal or the Stock Issuance Proposal at the time of the Era annual meeting to allow Era to solicit additional proxies in favor of either of such proposals; and

8.
To transact such other business as may properly come before the Era annual meeting and any adjournments or postponements thereof.

Proposals 1, 3, 4 and 7 are referred to as the “Merger-Related Proposals” and proposals 2, 5 and 6 are referred to as the “Annual Meeting Proposals”.

Era has requested approval of the issuance of shares of Era Common Stock in connection with the Merger because under Section 312.03(c) of the New York Stock Exchange (“NYSE”) Listed Company Manual, subject to certain exceptions, a company listed on the NYSE is required to obtain stockholder approval prior to the issuance of common stock in any transaction or series of related transactions if the number of shares of common stock to be issued is equal to or in excess of 20% of the number of shares of common stock outstanding prior to the issuance of the common stock or the issuance results in a “change of control” as defined under the rules of the NYSE. If the Merger is completed, it is currently estimated that Era will issue or reserve for issuance approximately 73,517,873 shares of Era Common Stock in connection with the Merger, which will exceed 20% of the shares of Era Common Stock outstanding before such issuance. For this reason, Era must obtain the approval of Era stockholders for the issuance of shares of Era Common Stock in connection with the Merger.

What is the purpose of the Bristow consent solicitation?

Bristow stockholders as of the Bristow Record Date will be asked to execute and return written consents for the following purposes:

1.
To approve the adoption of the Merger Agreement attached as Annex A, as amended by the amendment to the Merger Agreement attached as Annex B, to this joint proxy and consent solicitation statement/prospectus; and

2.
To approve, on a non-binding, advisory basis, certain Merger-related executive officer compensation payments that will or may be made to Bristow’s named executive officers in connection with the Merger.

Proposal 1 is referred to as the “Bristow Merger Proposal” and Proposal 2 is referred to as the “Bristow Compensation Proposal.”

QUESTIONS AND ANSWERS ABOUT THE MERGER

What is the Merger?

Era, Merger Sub, and Bristow entered into the Merger Agreement, dated January 23, 2020 and amended as of April   , 2020, pursuant to which Merger Sub will merge with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era. Holders of Bristow Common Stock will be entitled to receive shares of Era Common Stock as consideration following the Merger, such that 77% of the

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outstanding shares of Era will be held by former stockholders of Bristow and 23% of the outstanding shares of Era will be held by pre-Merger stockholders of Era. Following the Merger, Era intends to change its name to Bristow Group Inc., and its common stock will remain listed on the NYSE under the ticker symbol “  ”.

Why are the two companies proposing to merge?

Era and Bristow believe that the Merger will result in a Combined Company that will be able to offer a broad range of efficient aviation solutions via its enhanced fleet size and diversity, and provide better solutions for new and existing oil and gas customers and governmental agencies, while at the same time allowing them to capture cost efficiencies by combining their operations. For a discussion of Era’s and Bristow’s reasons for the Merger, please see the sections titled “The Merger—Era’s Reasons for the Merger and Recommendation of the Era Board” and “The Merger—Bristow’s Reasons for the Merger and Recommendation of the Bristow Board” in this joint proxy and consent solicitation statement/prospectus.

Who will be the directors of the Combined Company following the Merger?

Immediately following the Merger, the Combined Company’s board of directors is expected to initially be composed of eight directors. Six of the current directors of Bristow, including G. Mark Mickelson, Hooman Yazhari, Lorin L. Brass, Wesley E. Kern, Robert J. Manzo, and Brian D. Truelove, are expected to serve as directors of the Combined Company, as are Christopher S. Bradshaw and Charles Fabrikant, who are currently directors of Era. Promptly after the Closing Date, subject to SEC and applicable stock exchange rules, the directors of the Combined Company expect to appoint one additional director pursuant to the Merger Agreement.

The Chairman of the Combined Company will be determined at or prior to the Effective Time (as defined below) and must be reasonably acceptable to each of Bristow’s significant stockholders that have signed a Voting Agreement (as defined below) with Era, SDIC and Solus. Additionally, subject to applicable law and NYSE listing requirements, (x) one of Robert J. Manzo or Wesley E. Kern and (y) one of G. Mark Mickelson or Lorin L. Brass will serve on each committee of the board of directors of the Combined Company.

Who will be the executive officers of the Combined Company following the Merger?

The Merger Agreement provides that following the consummation of the Merger, Christopher S. Bradshaw, President and Chief Executive Officer of Era, will serve as the President and Chief Executive Officer of the Combined Company. The rest of the senior management team of the Combined Company will be named at a future date.

When do you expect the Merger will be consummated?

The Merger is expected to close in the middle of 2020, subject to satisfaction of customary closing conditions.

What will Bristow stockholders receive for their shares of Bristow Common Stock and Bristow Preferred Stock in the Merger?

At the Effective Time, the shares of Bristow Common Stock that are outstanding immediately prior to the Merger will be converted into the right to receive, in the aggregate, a number of shares of outstanding Era Common Stock equal to the product of (i) 77% multiplied by (ii) the quotient of (x) the number of shares of Era Common Stock outstanding immediately prior to the Merger, calculated on a fully-diluted basis, divided by (y) 23% (i.e., the Aggregate Merger Consideration), as appropriately adjusted for the Reverse Stock Split, if it is effected. Each holder of Bristow Common Stock, other than holders of dissenting shares, will be entitled to receive, for each share of Bristow Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Bristow Common Stock outstanding immediately prior to the Merger (including, among other things, shares issued as a result of the conversion of Bristow Preferred Stock and any shares underlying Bristow options or restricted stock units) and the shares of Bristow Common Stock held in reserve to settle certain disputed claims pursuant to Bristow’s Amended Joint Chapter 11 Plan of Reorganization (the “Amended Joint Chapter 11 Plan of Reorganization” and such shares, the “Bristow Reserve Shares”) and, if applicable, cash in lieu of fractional shares (the “Per Share Merger Consideration”). Immediately prior to the consummation of the Merger, all outstanding shares of Bristow Preferred Stock will be converted into Bristow Common Stock. See “The Merger—Bristow Preferred Stock Conversion” beginning on page 99.

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In addition, Bristow will take all actions as may be necessary so that, at the Effective Time, each outstanding stock option and other stock-based awards will be treated as described in “The Merger—Treatment of Bristow Equity Awards” beginning on page 100.

What will holders receive for their shares of Bristow Preferred Stock in the Merger?

The Merger constitutes a “Fundamental Transaction” under the Bristow Certificate of Designations and, therefore, pursuant to Section 8 thereof, and as set forth in the Merger Agreement, immediately prior to the Effective Time, Bristow Preferred Stock will be converted into shares of Bristow Common Stock (the “Preferred Stock Conversion”). At the Effective Time, the shares of Bristow Common Stock (including the shares issued pursuant to the Preferred Stock Conversion) collectively will receive a number of shares of Era Common Stock equal to 77% of the equity interests of the Combined Company, as appropriately adjusted for the Reverse Stock Split, if it is effected.

How will Bristow determine the number of shares of Bristow Common Stock to be issued upon the Preferred Stock Conversion?

In accordance with the Bristow Certificate of Designations, upon the Preferred Stock Conversion, holders of Bristow Preferred Stock will receive a number of shares of Bristow Common Stock that would be economically equivalent to such holder receiving (as determined in good faith by the Bristow Board) (i) the Liquidation Preference (as defined in the Bristow Certificate of Designations and as described below), multiplied by 102%, plus (ii) the present value (computed using a discount rate based on United States Treasury securities with a maturity closest to October 31, 2024 (the fifth anniversary of the date on which the Bristow Preferred Stock was issued) plus 0.5%) as of the Closing Date of the expected amount of all remaining dividends that would have accrued on the Bristow Preferred Stock between the Closing Date and October 31, 2024, multiplied by 102% (such amount, the “Preferred Stock Conversion Amount”).

What is the Liquidation Preference and Preferred Stock Conversion Amount?

In accordance with Section 5 of the Bristow Certificate of Designations, the Liquidation Preference is equal to the greatest of (i) the Initial Liquidation Preference ($48.51 per share, as defined in the Bristow Certificate of Designations) per share of Bristow Preferred Stock, (ii) an amount that results in the holders of Bristow Preferred Stock achieving the Base Return Amount (as defined in the Bristow Certificate of Designations) and (iii) the amount a holder of Bristow Preferred Stock would have received had such holder converted its shares of Bristow Preferred Stock into shares of Bristow Common Stock immediately prior to the Merger. Although the amounts in clause (ii) and clause (iii) cannot be finally determined until the Closing Date, Bristow expects that the Base Return Amount will be the greater of the three amounts noted above, and that, accordingly, the aggregate Liquidation Preference, as calculated in accordance with Section 5 of the Bristow Certificate of Designations, will be equal to the amount that results in the holders of Bristow Preferred Stock achieving the Base Return Amount. Further, assuming, for illustrative purposes only, that the Merger closes on June 30, 2020, Bristow expects the Base Return Amount to equal 1.5x MOIC (as defined in the Bristow Certificate of Designations), or approximately $519 million. Consequently, assuming, for illustrative purposes only, that the Merger closes on June 30, 2020, the Preferred Stock Conversion Amount would be expected to equal approximately $670 million, (which represents the aggregate Liquidation Preference of $519 million multiplied by 102% plus the present value (computed as described above) of all remaining dividends that would accrue on the Bristow Preferred Stock between June 30, 2020 and October 31, 2024 multiplied by 102%).

How will the number of shares of Bristow Common Stock that is economically equivalent to the Preferred Stock Conversion Amount be determined?

The number of shares of Bristow Common Stock that is economically equivalent to the Preferred Stock Conversion Amount will be based on the value of a share of Era Common Stock as calculated pursuant to Section 5(c)(i) of the Bristow Certificate of Designations. That section provides that the value of a share of Era Common Stock for purposes of the Preferred Stock Conversion will be equal to the greater of (i) 90.0% multiplied by the average of the volume-weighted average price of a share of Era Common Stock for the 30 trading days immediately preceding the Closing Date (the “pre-closing discounted Era VWAP”) and (ii) the price per share of Era Common Stock implied by the aggregate consideration in the definitive documents relating to the Merger (the “implied value per Era share”).

What is the implied value per Era share?

The Bristow Board ascribed an equity value to Bristow as of January 23, 2020 (the “signing date”) of $876 million, based on Bristow’s expected run rate Adjusted EBITDA of $165 million, estimated net debt as of December 31, 2019

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of $444 million and an Adjusted EBITDA multiple of 8.0x. Based on the illustrative Preferred Stock Conversion Amount described above (approximately $670 million), approximately 76% of Bristow’s equity value would be attributable to the Bristow Preferred Stock. For illustrative purposes only and based on the number of shares of Era Common Stock issued and outstanding as of March 31, 2020, as well as the number of shares underlying Era equity awards issued as of such time, and before taking into account the Reverse Stock Split, if it is effected, the shares of Bristow Common Stock (including shares issued pursuant to the Preferred Stock Conversion) and Bristow Reserve Shares would convert into the right to receive an aggregate of 73,517,873 shares of Era Common Stock upon consummation of the Merger (or 77% of the equity interests of the Combined Company as provided under the Merger Agreement). Of these 73,517,873 shares of Era Common Stock, the former holders of Bristow Preferred Stock or Bristow equity awards with respect to Bristow Preferred Stock would be entitled to approximately 76%, or 56,189,277 shares, and the former holders of Bristow Common Stock or Bristow equity awards with respect to Bristow Common Stock would be entitled to the remaining 24%, or 17,328,596 shares. Therefore, assuming for illustrative purposes that the Merger closes on June 30, 2020, and before taking into account the Reverse Stock Split, if it is effected, the implied value per share of Era Common Stock would be $11.92 (or $670 million divided by 56,189,277). As of April 21, 2020, the implied value per share of Era Common Stock would be greater than the average of the volume-weighted average price (“VWAP”) per share of Era Common Stock for the 30 trading days immediately preceding March 31, 2020 ($4.78).

How many shares of Bristow Common Stock will be issued to holders of Bristow Preferred Stock immediately prior to the Effective Time and how many shares of Era Common Stock will be issued to holders of Bristow Common Stock in the Merger?

Because certain factors, including the Preferred Stock Conversion Amount and the pre-closing discounted Era VWAP, will not be known until the Closing Date, the number of shares of Bristow Common Stock to be issued as a result of the Preferred Stock Conversion and the number of shares of Era Common Stock to be issued to Bristow stockholders in the Merger will also not be known until such time. However, the table below sets forth (i) the number of shares of Bristow Common Stock that may be issued (including shares underlying Bristow Preferred Stock options and Bristow Preferred Stock RSUs) based on the illustrative calculation of the Preferred Stock Conversion Amount set forth above and a range of assumed prices for Era Common Stock and (ii) the corresponding number of shares of Era Common Stock issued to Bristow stockholders in the Merger before taking into account the Reverse Stock Split, if it is effected. The table begins at the point of equivalence, where the implied value per Era share ($11.92) equals 90% of the Era 30-day VWAP ($13.24).

Assumed Era 30-day VWAP	$13.24	$14.00	$15.00	$16.00	$17.00
Preferred Stock Conversion Amount ($ in millions)	$670	$670	$670	$670	$670
(/) greater of pre-closing discounted Era VWAP and implied value per share of Era Common Stock	$11.92	$12.60	$13.50	$14.40	$15.30
Total number of shares of Bristow Common Stock issued prior to the Preferred Stock Conversion	11,952,240	11,952,240	11,952,240	11,952,240	11,952,240
Number of shares of Bristow Common Stock to be issued upon Preferred Stock Conversion	38,756,038	31,161,107	24,777,199	20,564,247	17,575,777
Total number of shares of Bristow Common Stock issued after the Preferred Stock Conversion	50,708,278	43,113,347	36,729,439	32,516,487	29,528,017
Total number of shares of Era Common Stock to be issued to Bristow stockholders	73,517,873	73,517,873	73,517,873	73,517,873	73,517,873
Holders of Bristow Preferred Stock	56,189,277	53,136,638	49,594,195	46,494,558	43,759,584
Holders of Bristow Common Stock (prior to Bristow Preferred Stock Conversion)	17,328,596	20,381,235	23,923,678	27,023,315	29,758,289
Exchange Ratio for Merger (Bristow Common Stock (after Bristow Preferred Stock Conversion) to Era Common Stock)	1.45	1.71	2.00	2.26	2.49

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Bristow intends to issue a press release within two business days of the Effective Time that will set forth the actual number of shares of Era Common Stock that will be issued in respect of each share of Bristow Preferred Stock and Bristow Common Stock.

What will holders of Bristow equity awards receive in the Merger?

Pursuant to the Merger Agreement:

• Bristow Stock Options: All outstanding Bristow stock options (including options to purchase shares of Bristow Preferred Stock that are converted to options to purchase Bristow Common Stock in the Preferred Stock Conversion) will convert into Era stock options, at the Effective Time, subject to the same terms and conditions as were in effect prior to the Effective Time, at an exercise price adjusted to give effect to the Per Share Merger Consideration and the Reverse Stock Split, if it is effected.

• Bristow RSUs: All outstanding Bristow RSUs (as defined herein) whether vested or unvested, (including with respect to shares of Bristow Preferred Stock that are converted to Bristow RSUs to purchase Bristow Common Stock in the Preferred Stock Conversion), will, as of the Effective Time, be converted into the right to receive a number of shares of Era Common Stock based on the Per Share Merger Consideration and the Reverse Stock Split, if it is effected.

What is the current ownership of Bristow and Era and what is the expected ownership of the Combined Company following the Merger?

Bristow. As of March 31, 2020, there were 11,235,566 shares of Bristow Common Stock and 6,824,582 shares of Bristow Preferred Stock issued and outstanding, as well as (i) 121,666 shares of Bristow Common Stock reserved to settle certain disputed claims pursuant to the Amended Joint Chapter 11 Plan of Reorganization, (ii) 595,008 shares of Bristow Common Stock underlying Bristow equity awards (the “Bristow Common Stock Awards”) and (iii) 304,300 shares of Bristow Preferred Stock underlying Bristow equity awards (the “Bristow Preferred Stock Awards”).

Era. As of March 31, 2020, there were 21,756,272 shares of Era Common Stock issued and outstanding, as well as 203,612 shares of Era Common Stock underlying Era equity awards.

Combined Company. Immediately following the Merger, and based on the above share information and illustrative Preferred Stock Conversionand before taking into account the Reverse Stock Split, if it is effected,the ownership of shares of the Combined Company would be as follows:

• the former holders of Bristow Common Stock (prior to the Preferred Stock Conversion) would own 16,289,548 shares of Era Common Stock, or approximately 17% of the fully diluted shares outstanding;

• the former holders of Bristow Preferred Stock would own 53,790,809 shares of Era Common Stock, or approximately 56% of the fully diluted shares outstanding;

• holders of Bristow Common Stock Awards would be holders of Era equity awards entitling them to receive an aggregate of 862,654 shares of Era Common Stock upon exercise or vesting thereof, as applicable, or approximately 0.9% of the fully diluted shares;

• holders of Bristow Preferred Stock Awards would be holders of Era equity awards entitling them to receive an aggregate of 2,398,468 shares of Era Common Stock upon exercise or vesting thereof, as applicable, or approximately 2.5% of the fully diluted shares;

• Era stockholders prior to the Merger would continue to own 21,227,157 shares of Era Common Stock (including 369,136 shares of restricted Era Common Stock that will vest upon completion of the Merger, but not including shares that will continue to be restricted following the Merger), or approximately 22.2% of the fully diluted shares outstanding;

• holders of Era stock options prior to the Merger would continue to own stock options exercisable for 203,612 shares of Era Common Stock, or approximately 0.2% of the fully diluted shares outstanding; and

• 529,115 shares of Era Common Stock would underlie Era restricted stock awards that will remain restricted following the Merger, or 0.6% of the fully diluted shares outstanding.

In addition, there would be 176,394 shares of Era Common Stock reserved to settle certain disputed claims pursuant to Bristow’s Amended Joint Chapter 11 Plan of Reorganization.

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What will holders of Era equity awards receive in the Merger?

Pursuant to the Merger Agreement, the following will occur at the Effective Time:

• Era Vested Restricted Stock Awards: All shares of Era Common Stock delivered to Era stockholders as a result of previously vested Restricted Stock Awards of Era (the “Era Restricted Stock Awards”) will continue to be held by such Era stockholders. The terms and conditions of such shares will remain the same, and such shares will be treated the same as the shares of Era Common Stock held by other Era stockholders generally.

• Era Unvested Stock Options and Era Unvested Restricted Stock Awards: Pursuant to Era’s 2012 Share Incentive Plan, all unvested outstanding Era stock options and unvested Era Restricted Stock Awards that were granted prior to January 23, 2020 that have not vested will automatically vest upon the consummation of the Effective Time.

What are the material U.S. federal income tax consequences of the Merger?

Bristow’s obligation to complete the Merger is conditioned on, among other things, the receipt by Bristow of an opinion from Kirkland & Ellis LLP, dated as of the Closing Date, to the effect that, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Merger constitutes a reorganization, subject to the limitations and qualifications described in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 85 of this joint proxy and consent solicitation statement/prospectus, U.S. holders whose shares of Bristow Common Stock are exchanged in the Merger for shares of Era Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon such exchange (except with respect to any cash received in lieu of fractional shares).

For the definition of a “U.S. holder” and a more detailed discussion of the material U.S. federal income tax consequences of the Merger, please see the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 85 of this joint proxy and consent solicitation statement/prospectus.

The tax consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Merger.

What are the material U.S. federal income tax consequences of the Reverse Stock Split to Era stockholders?

The Reverse Stock Split, if effected, should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, (a) a U.S. holder (as defined in the section entitled “Matters Being Submitted to a Vote of Era Stockholders—Era Proposal No. 4: Approval of Reverse Stock Split—Material U.S. Federal Income Tax Consequences of the Reverse Stock Split”) of Era Common Stock generally should not recognize gain or loss upon the Reverse Stock Split, except with respect to cash received in lieu of a fractional share of Era Common Stock, as discussed in the section entitled “Matters Being Submitted to a Vote of Era Stockholders—Era Proposal No. 4 Approval of Reverse Stock Split—Material U.S. Federal Income Tax Consequences of the Reverse Stock Split—Cash in Lieu of Fractional Shares,” (b) such U.S. holder’s aggregate tax basis in the shares of Era Common Stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis of the shares of Era Common Stock surrendered (excluding any portion of such basis that is allocated to any fractional share of Era Common Stock), and (c) such U.S. holder’s holding period in the shares of Era Common Stock received should include the holding period in the shares of Era Common Stock surrendered. For more information, please see the section entitled “Matters Being Submitted to a Vote of Era Stockholders—Era Proposal No. 4: Approval of Reverse Stock Split—Material U.S. Federal Income Tax Consequences of the Reverse Stock Split.”

Are Era or Bristow stockholders entitled to appraisal and dissenters’ rights in connection with the Merger?

Era

No. Era’s stockholders are not entitled to appraisal or dissenters’ rights in connection with the Merger or any of the matters to be voted on at the Era annual meeting.

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Bristow

Except as otherwise waived pursuant to the Stockholders Agreement dated and effective as of November 1, 2019 by and among Bristow and the parties from time to time party thereto (the “Bristow Stockholders Agreement”), shares of Bristow Common Stock (including any shares issued as a result of the conversion of Bristow Preferred Stock) that are held by stockholders who did not vote in favor of or consent in writing to the adoption of the Merger Agreement, who properly demand appraisal of their shares, who do not withdraw such demand or otherwise waive or lose their right to appraisal and who otherwise comply with the requirements for perfecting and preserving appraisal rights specified in Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into the right to receive their portion of their portion of the Aggregate Merger Consideration. Instead, holders of such shares will be entitled to appraisal rights under Section 262 of the DGCL to have the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) determine the “fair value” of such stockholder’s shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and thereafter to receive payment of such “fair value” in cash, together with interest, if any, at the rate specified in Section 262 of the DGCL. If any Bristow stockholder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such shares will cease and such shares will be deemed to have been converted as of the Effective Time into the right to receive, without interest or duplication, the applicable portion of the Aggregate Merger Consideration.

QUESTIONS AND ANSWERS ABOUT THE ERA ANNUAL MEETING

Who can attend the Era annual meeting?

Only stockholders of record as of the close of business on the Era Record Date or the holders of their properly submitted valid proxies may attend the Era annual meeting solely virtually at         . A list of Era’s stockholders will be available for review, and information on how to remotely access a list of stockholders entitled to vote at the annual meeting will also be posted at         .

How can I attend the Era annual meeting?

The Era annual meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast. If you are a stockholder of record as of the close of business on the Era Record Date, you will be able to virtually attend the annual meeting, vote your shares and submit your questions online during the meeting by visiting         . You will need to enter the 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares in “street name” (a term that means the shares are held in the name of the broker on behalf of its customer, the beneficial owner), you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee. You may not vote your shares electronically at the Era annual meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. The online meeting will begin promptly at      Central Time. Era encourages you to access the meeting prior to the start time. Online check-in will begin at      Central Time, and you should allow ample time for the check-in procedures. If you wish to submit a question for the Era annual meeting, you may do so in advance at www.proxyvote.com, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions).

Why are you holding a virtual meeting instead of a physical meeting?

This year’s annual meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast due to the ongoing public health impact of the COVID-19 (as defined herein) outbreak. This decision was made in light of the protocols that federal, state, and local governments have imposed or may impose in the near future and taking into account the health and safety of our stockholders. In addition, a completely virtual meeting provides expanded access, improved communication and cost savings for stockholders and Era. Era believes that hosting a virtual meeting will enable more stockholders to attend and participate in the meeting since stockholders can participate from any location around the world with Internet access.

What constitutes a quorum?

The presence at the annual meeting virtually or by proxy of the holders of a majority in voting power of the issued and outstanding shares of Era Common Stock entitled to vote at the annual meeting is required to

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constitute a quorum for the transaction of business. Abstentions and broker non-votes (i.e., shares with respect to which a broker indicates that it does not have discretionary authority to vote on a matter) will be counted for purposes of determining whether a quorum is present at the annual meeting.

Who is entitled to vote at the Era annual meeting?

Only holders of record of Era Common Stock at the close of business on the Era Record Date, are entitled to notice of, and to vote at, the annual meeting. Each stockholder is entitled to one vote for each share of Era Common Stock held. Shares of Era Common Stock represented virtually or by a properly submitted proxy will be voted at the annual meeting. On the Era Record Date,      shares of Era Common Stock were outstanding and entitled to vote.

Will other stockholders see my vote?

As a matter of policy, proxy cards, ballots and voting tabulations that identify individual stockholders are kept confidential by Era. Such documents are made available only to the inspector of election and personnel associated with processing proxies and tabulating votes at the annual meeting. The votes of individual stockholders will not be disclosed except as may be required by applicable law.

What is the difference between a stockholder of record and a “street name” holder?

If your shares are registered directly in your name with Era’s transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, or other nominee, then the broker, bank, or other nominee is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other nominee how to vote their shares. Street name holders are also invited to virtually attend the Era annual meeting subject to valid proof of ownership such as a recent brokerage statement.

What vote is required to approve each item to be voted on at the meetings?

Election of Directors: Directors are elected by a plurality of the shares of Era Common Stock present virtually or represented by proxy at the annual meeting and voting on the matter. However, each nominee who is a current director of Era is required to submit an irrevocable resignation as a director, which resignation would become effective upon (1) that person not receiving a majority of the votes cast in favor of his or her election in an uncontested election (i.e., the number of votes “for” such director’s election constitutes less than the number of votes “withheld” with respect to such director’s election) and (2) acceptance by the Era Board of that resignation in accordance with the policies and procedures adopted by the Era Board for such purpose. Era’s stockholders do not have cumulative voting rights for the election of directors.

Amendments to Certificate of Incorporation: The Share Increase Proposal and Reverse Stock Split Proposal require the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of Era Common Stock entitled to vote.

Votes Required to Adopt Other Proposals: The affirmative vote of the holders of a majority in voting power of the shares of Era Common Stock present virtually or represented by proxy and entitled to vote at the annual meeting is required for approval of all other items being submitted to stockholders for consideration.

How are abstentions and broker non-votes counted?

Abstentions will not affect the outcome of the election of directors. For matters other than the election of directors, stockholders may vote in favor of or against the proposal, or may abstain from voting, and the affirmative vote of a majority of the shares of Era Common Stock present virtually or by proxy and voting on the matter is required for approval of those matters, other than the Share Increase Proposal and Reverse Stock Split Proposal which require the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of Era Common Stock entitled to vote. Because abstentions are treated as shares of Era Common Stock present but not voting, abstentions will have the same effect as votes against any matter other than the election of directors.

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For purposes of each of Proposal Nos. 1, 3, 4 and 6, “broker non-votes” will have the effect of a vote against the proposal. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares in “street name” for a beneficial owner does not vote on a particular proposal because it does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. “Broker non-votes” may only be voted for routine matters. The only routine matters to be brought before the stockholders at the annual meeting are (i) the ratification of the appointment of Grant Thornton LLP for the period of time before the consummation of the Merger (after the consummation of the Merger, the Combined Company’s independent registered public accounting firm will be decided by the board of directors of the Combined Company) and (ii) the adjournment or postponement of the Era annual meeting. If your shares are held in “street name” by a broker and you wish to vote on any non-routine business that may properly come before the annual meeting, you should provide instructions to your broker. Under the rules of the NYSE, if you do not provide your broker with instructions, your broker generally will have the authority to vote on routine matters.

How does the Era Board recommend that I vote?

The Era Board recommends that you vote:

• FOR the Stock Issuance Proposal (Proposal No. 1);

• FOR the election of each nominee for director contained in this joint proxy and consent solicitation statement/prospectus (Proposal No. 2);

• FOR approval of the Share Increase Proposal (Proposal No. 3);

• FOR approval of the Reverse Stock Split Proposal (Proposal No. 4);

• FOR ratification of the appointment of Grant Thornton LLP as Era’s independent registered public accounting firm for the period of time before the consummation of the Merger (after the consummation of the Merger, the Combined Company’s independent registered public accounting firm will be decided by the board of directors of the Combined Company) (Proposal No. 5);

• FOR approval of Era’s named executive officer compensation (Proposal No. 6);

• FOR the adjournment or postponement of the Era annual meeting if there are insufficient votes to approve the Share Increase Proposal, the Reverse Stock Split Proposal or the Stock Issuance Proposal at the time of the Era annual meeting to allow Era to solicit additional proxies in favor of either of such proposals (Proposal No. 7); and

• FOR any adjournments or postponements to transact such other business as may properly come before the annual meeting (Proposal No. 8).

How do I vote?

You may vote virtually at the annual meeting online at          by using the 16-digit control number included with these proxy materials, or you may give us your proxy. We recommend that you vote by proxy even if you plan to virtually attend the annual meeting. As described below, you can revoke your proxy or change your vote at the annual meeting. You can vote by proxy over the telephone by calling a toll-free number, electronically by using the Internet or through the mail as described below. If you would like to vote by telephone or by using the Internet, please refer to the specific instructions set forth on the notice, proxy card or voting instruction card. Stockholders are requested to vote in one of the following ways:

• by telephone by calling the toll-free number        in the United States or        from foreign countries from any touch-tone phone and following the instructions (have your proxy card in hand when you call);

• by Internet before the annual meeting by accessing www.proxyvote.com and following the on-screen instructions or scanning the QR code with your smartphone (have your proxy card in hand when you access the website);

• during the annual meeting at              (please see above under “How can I attend the Era annual meeting?”); or

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• by completing, dating, signing, and promptly returning the accompanying proxy card, in the enclosed postage-paid, pre-addressed envelope provided for such purpose. No postage is necessary if the proxy card is mailed in the United States.

If you hold your shares through a bank, broker or other nominee, such entity/person will give you separate instructions for voting your shares.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares registered in more than one name or in different accounts. To ensure that all of your shares are voted, please vote by proxy by following instructions provided in each proxy card. If some of your shares are held in street name, you should have received voting instruction with these materials from your broker, bank or other nominee. Please follow the voting instruction provided to ensure that your vote is counted.

Can I change my vote after I return my proxy card?

Yes. A stockholder who so desires may revoke his, her, or its proxy at any time before it is exercised at the annual meeting by: (i) providing written notice to the Secretary of Era; (ii) duly executing a proxy card bearing a date subsequent to that of a previously furnished proxy card; (iii) entering new instructions by Internet or telephone; or (iv) attending the virtual annual meeting and voting. Virtual attendance at the annual meeting will not in itself constitute a revocation of a previously furnished proxy, and stockholders who attend the annual meeting virtually need not revoke their proxy (if previously furnished) to vote electronically. Era encourages stockholders that plan to virtually attend the annual meeting to vote by phone or Internet or to submit a valid proxy card and vote their shares prior to the annual meeting. If you hold your shares in street name and want to revoke your proxy, you will need to provide instructions to your broker.

What happens if I do not make specific voting choices?

If you are a stockholder of record and you submit your proxy without specifying how you want to vote your shares, then the proxy holder will vote your shares in the manner recommended by the Era Board on all proposals. If you hold your shares in the street name and you do not give instructions to your broker, bank or other nominee to vote your shares, under the rules that govern brokers, banks, and other nominees who are the stockholders of record of the shares held in street name, it generally has the discretion to vote uninstructed shares on routine matters but has no discretion to vote them on non-routine matters. The only “routine” matters expected to be brought before the Era stockholders at the annual meeting are (i) the appointment of Grant Thornton LLP as Era’s independent registered public accounting firm for the period of time before the consummation of the Merger (after the consummation of the Merger, the Combined Company’s independent registered public accounting firm will be decided by the board of directors and audit comittee of the Combined Company) and (ii) the adjournment or postponement of the Era annual meeting. See “How are abstentions and broker non-votes counted?” beginning on page 9.

How will votes be recorded?

Votes will be certified by one or more inspectors of election, who are required to impartially resolve any interpretive questions as to the conduct of the vote. In tabulating votes, the inspectors of election will make a record of the number of shares voted for or against each director nominee and each other matter voted upon, the number of shares abstaining with respect to each director nominee or other matter, and the number of shares held of record by broker-dealers and present at the annual meeting but not voting.

Where can I find the voting results of the Era annual meeting?

Era plans to announce preliminary voting results at the annual meeting and to publish the final results in a current report on Form 8-K promptly following the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Era Annual Meeting

This joint proxy and consent solicitation statement/prospectus, the notice of the annual meeting of the Era stockholders and Era’s Annual Report on Form 10-K for the year ended December 31, 2019 (“Era’s 2019 Annual Report”) are available on the Internet at www.eragroupinvestors.com. In addition, you may find information on how to obtain directions to virtually attend the meeting and vote electronically by submitting a query via e-mail to Investor_Relations@eragroup.inc.

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QUESTIONS AND ANSWERS ABOUT BRISTOW’S CONSENT SOLICITATION

Who is entitled to deliver written consents to Bristow to approve the Bristow Merger Proposal and, on a non-binding advisory basis, the Bristow Compensation Proposal?

Only written consents received from holders of record of Bristow Common Stock and Bristow Preferred Stock as of the Bristow Record Date, will be counted for purposes of approving the Bristow Merger Proposal and, on a non-binding advisory basis, the Bristow Compensation Proposal. As of the close of business on March 31, 2020, there were 11,235,566 shares of Bristow Common Stock issued and outstanding and 6,824,582 shares of Bristow Preferred Stock issued and outstanding. Each outstanding share of Bristow Common Stock is entitled to one vote on each matter submitted to a vote or to be acted on by written consent and each outstanding share of Bristow Preferred Stock is entitled to 1.33 votes (on an as-converted basis) on each matter submitted to a vote or to be acted on by written consent.

What is the recommendation of the Bristow Board?

The Bristow Board recommends that you:

• CONSENT to the approval of the Bristow Merger Proposal; and

• CONSENT to the approval, on a non-binding advisory basis, of the Bristow Compensation Proposal.

What Bristow stockholder approval is required to approve the Bristow Merger Proposal and the Bristow Compensation Proposal?

Approval of the Bristow Merger Proposal and approval of, on a non-binding, advisory basis, the Bristow Compensation Proposal each requires the consent of the holders of a majority of the total aggregate voting power of the shares of Bristow Common Stock (together with the outstanding Bristow Preferred Stock voting on an “as-converted” basis) issued and outstanding, voting as a single class. Abstentions and broker non-votes will have the same effect as consents marked “WITHHOLD CONSENT” as to such proposals.

Concurrently with the execution of the Merger Agreement, Bristow and Era executed and delivered individual voting agreements (each, a “Voting Agreement” and together, the “Voting Agreements”) with Solus and SDIC under which each of Solus and SDIC agreed to deliver to Bristow a written consent in favor of the Merger and adoption of the Merger Agreement in respect of all shares of Bristow Common Stock and Bristow Preferred Stock beneficially owned by each of Solus and SDIC (collectively representing more than a majority of the total aggregate voting power of the shares of Bristow Common Stock and Bristow Preferred Stock issued and outstanding). The Voting Agreements provide that each of Solus and SDIC will deliver their written consents within two Business Days after the registration statement of which this joint proxy and consent solicitation statement/prospectus forms a part becomes effective under the Securities Act. The delivery of such written consent by Solus and SDIC will constitute the approval of the Bristow Merger Proposal by the requisite majority of the total aggregate voting power of the Bristow stockholders.

How do I return my Bristow written consent?

If you are a Bristow stockholder as of the close of business on the Bristow Record Date, and after carefully reading and considering the information contained in this joint proxy and consent solicitation statement/prospectus you wish to return your written consent, please complete, date and sign the enclosed written consent and promptly return via email a .pdf copy of your signed and dated written consent to D. F. King & Co., Inc., the Consent Tabulation Agent, to bristowgroup@dfking.com.

If you are a beneficial owner and hold your shares in street name, or through a nominee or intermediary, such as a bank or broker, you will receive separate instructions from such nominee or intermediary describing how to submit your written consent. Please check with your nominee or intermediary and follow the consent instructions provided by your nominee or intermediary with these materials. Bristow does not currently intend to hold a meeting of Bristow stockholders to consider the Merger Agreement and the Merger. See “The Merger Agreement—Bristow Written Consent” beginning on page 111.

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If my shares of Bristow Common Stock and/or Bristow Preferred Stock are held in street name, will my nominee or intermediary consent for me?

No. If your shares of Bristow Common Stock and/or Bristow Preferred Stock are held in street name, you must instruct your nominee or intermediary whether you consent to, withhold consent from or abstain from any particular proposal. You should follow the instructions provided by your nominee or intermediary.

Can I change or revoke my written consent?

Yes. You may change or revoke your written consent at any time before the earlier to occur of the receipt by Bristow of the requisite Bristow stockholder approval and the Bristow Consent Deadline. If you wish to change or revoke your written consent before the earlier to occur of the receipt by Bristow of the requisite Bristow stockholder approval and the Bristow Consent Deadline, you may do so by sending in a new written consent with a later date or by delivering a notice of revocation to the corporate secretary of Bristow. However, the delivery of the written consent by each of Solus and SDIC in favor of the Merger and adoption of the Merger Agreement with respect to all of its respective Bristow Common Stock and Bristow Preferred Stock following the effectiveness of the registration statement of which this joint proxy and consent solicitation statement/prospectus forms a part will constitute receipt by Bristow of the requisite Bristow stockholder approval, regardless of the delivery or abstention of consent by any other Bristow stockholder.

What will happen if I return my written consent without indicating whether or not I wish to consent?

If you return your signed and dated written consent without indicating whether you consent to, withhold consent from or abstain from any particular proposal, you will be deemed to have elected to consent to such proposal in accordance with the recommendation of the Bristow Board.

What is the deadline for submission of written consents by Bristow stockholders?

Bristow has set     , 2020 as the Bristow Consent Deadline. Bristow reserves the right to extend the Bristow Consent Deadline beyond     , 2020, and any such extension may be made without notice to Bristow stockholders. Under the Voting Agreements, each of Solus and SDIC agreed to deliver to Bristow a written consent in favor of the Merger and adoption of the Merger Agreement in respect of all shares of Bristow Common Stock and Bristow Preferred Stock beneficially owned by Solus and SDIC (collectively representing more than a majority of the total aggregate voting power of the shares of Bristow Common Stock and Bristow Preferred Stock issued and outstanding). The Voting Agreements provide that each of Solus and SDIC will deliver its written consent within two Business Days from the time at which the registration statement of which this joint proxy and consent solicitation statement/prospectus forms a part becomes effective under the Securities Act. The delivery of such written consent by each of Solus and SDIC will constitute the approval of the Bristow Merger Proposal by the requisite majority of the total aggregate voting power of the Bristow stockholders. Therefore, a failure of any other Bristow stockholder to deliver a written consent is not expected to have any effect on the approval of the Bristow Merger Proposal or, on a non-binding, advisory basis, the approval of the Bristow Compensation Proposal.

What does it mean if I receive more than one set of consent solicitation materials?

You may receive more than one set of consent solicitation materials, including multiple copies of this joint proxy and consent solicitation statement/prospectus and the consent solicitation materials. This can occur if you hold your shares in more than one brokerage account, if you hold shares directly as a holder of record and also in street name, or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of consent solicitation materials, please vote or return each set separately in order to ensure that all of your written consents are delivered.

Solicitation and Solicitation Expenses

Era

Era will bear the costs of solicitation of proxies for the annual meeting. In addition to solicitation by mail, directors, officers and regular employees of Era may solicit proxies from stockholders by telephone, electronic or facsimile transmission, personal interview or other means.

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Era has requested brokers, bankers and other nominees who hold voting Era Common Stock to forward proxy solicitation materials to their customers, and such nominees will be reimbursed for their reasonable out-of-pocket expenses.

Era has retained D.F. King & Co., Inc. to aid in the solicitation of proxies. The fees of D.F. King & Co., Inc. are expected to be $15,000 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the annual meeting or need additional copies of this joint proxy and consent solicitation statement/prospectus or additional proxy cards, please contact Era’s proxy solicitation agent as follows:

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, NY 10005
Banks/Brokers: (212) 269-5550
Toll-free: (800) 791-3320

Bristow

Bristow will bear the costs of the consent solicitation. Bristow has requested brokers, bankers and other nominees who hold voting Bristow Common Stock and Bristow Preferred Stock to forward consent solicitation materials to their customers, and such nominees will be reimbursed for their reasonable out-of-pocket expenses.

Bristow has retained D.F. King & Co., Inc. to aid in the consent solicitation. The fees of D.F. King & Co., Inc. are expected to be $10,000 plus reimbursement of its reasonable out-of-pocket costs. If you have questions about the consent solicitation or need additional copies of this joint proxy and consent solicitation statement/prospectus, please contact Bristow’s consent solicitation agent as follows:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks/Brokers: (212) 269-5550
Toll-free: (877) 478-5043

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SUMMARY

This summary highlights selected information from this joint proxy and consent solicitation statement/prospectus and may not contain all the information that is important to you. Era and Bristow urge you to read carefully this entire document, and the documents referenced herein, for a more complete understanding of the Merger between Era and Bristow. In addition, this joint proxy and consent solicitation statement/prospectus incorporates by reference into this document important business and financial information about Era. You may obtain the information incorporated by reference in this document without charge by following the instructions in the section entitled “Where You Can Find More Information”. Each item in this summary includes a page reference directing you to a more complete description of that item.

Unless the context otherwise requires, references in this joint proxy and consent solicitation statement/prospectus to “Era” refer to Era Group Inc., a Delaware corporation; references to “Bristow” refer to Bristow Group Inc., a Delaware corporation; references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of January 23, 2020 and amended on April 22, 2020, among Era, Bristow and a newly formed, direct wholly owned subsidiary of Era, Merger Sub; and references to “we”, “our”, “us” or the “Combined Company” refer to Era and Bristow.

Merger of Era and Bristow (Page 53)

In accordance with the terms of the Merger Agreement, Merger Sub will merge with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era. Following the Merger, Era intends to change its name to Bristow Group Inc., and its common stock will remain listed on NYSE under the ticker symbol “  ”.

Annual Meeting of Era

Era plans to hold the Era annual meeting virtually at         , on     , 2020 at     Central Time. At the Era annual meeting, Era stockholders will be asked to approve (i) the Stock Issuance Proposal, (ii) the election of the six directors until the consummation of the Merger, as specified in “Proposal No. 2—Election of Directors”, (iii) the Share Issuance Proposal, (iv) the Reverse Stock Split Proposal, (v) the appointment of Grant Thornton LLP as Era’s independent registered public accounting firm for the period of time before the consummation of the Merger (after the consummation of the Merger, the Combined Company’s independent registered public accounting firm will be decided by the board of directors and audit committee of the Combined Company), (vi) an advisory vote to approve Era’s named executive officer compensation, (vii) the authority to adjourn or postpone the Era annual meeting if there are insufficient votes to approve the at the time of the Era annual meeting to allow Era to solicit additional proxies in favor of either of such proposals, and (viii) the transaction of such other business as may properly come before the annual meeting and any adjournments or postponements of the annual meeting. The proposals set forth in clauses (i), (iii), (iv) and (vii) are referred to herein as the “Merger-Related Proposals” and the proposals set forth in clauses (ii), (v) and (vi) are referred to herein as the “Annual Meeting Proposals” (together with the Merger-Related Proposals, the “Proposals”).

You can vote at the Era annual meeting if you owned Era Common Stock at the close of business on the Era Record Date. As of that date, there were      shares of Era Common Stock outstanding and entitled to vote. An Era stockholder can cast one vote for each share of Era Common Stock owned on that date.

Important Notice Regarding the Availability of Proxy Materials for the Era Annual Meeting

This joint proxy and consent solicitation statement/prospectus, the Notice of Annual Meeting of Stockholders and Era’s 2019 Annual Report are available on the Internet at www.eragroupincinvestors.com. In addition, you may find information on how to obtain directions to virtually attend the annual meeting and vote electronically by submitting a query via e-mail to www.corporatesecretary@eragroupinc.com. Information contained on the Era website does not constitute part of this joint proxy and consent solicitation statement/prospectus.

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Bristow Solicitation of Written Consents (Page 257)

Written Consents

Bristow plans to conduct a consent solicitation to request that Bristow stockholders, as of the close of business on the Bristow Record Date, execute and return written consents to (i) consent to the approval of the Bristow Merger Proposal and (ii) consent, on a non-binding, advisory basis, to the approval of the Bristow Compensation Proposal.

Only holders of record of Bristow Common Stock or Bristow Preferred Stock as of the Bristow Record Date will be notified of and be entitled to sign and return a written consent. As of March 31, 2020, there were 11,235,566 shares of Bristow Common Stock and 6,824,582 shares of Bristow Preferred Stock outstanding and entitled to vote. Under the Bristow certificate of incorporation, each outstanding share of Bristow Common Stock is entitled to one vote on each matter submitted to a vote or to be acted on by written consent and each outstanding share of Bristow Preferred Stock is entitled to 1.33 votes (on an as-converted basis) on each matter submitted to a vote or to be acted on by written consent.

Era’s Board Unanimously Recommends that Era Stockholders Vote “FOR” each of the Merger-Related Proposals (Page 244)

The Era Board (i) believes that the Merger Agreement and the transactions contemplated thereby are consistent with, and will further the business strategies of Era and are in the best interests of Era’s stockholders, (ii) has unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby, and (iii) unanimously recommends that Era stockholders vote “FOR” each of the Merger-Related Proposals.

The Era Board also Unanimously Recommends that Era Stockholders Vote “FOR” each of the Annual Meeting Proposals (Page 244)

The Bristow Board Unanimously Recommends that Holders of Bristow Common Stock and Bristow Preferred Stock “CONSENT” to the Approval of the Bristow Merger Proposal and “CONSENT” to the Approval, on a Non-binding, Advisory Basis, of the Bristow Compensation Proposal, by Signing and Delivering the Written Consent Furnished with this Joint Proxy and Consent Solicitation Statement/Prospectus (Page 257)

The Bristow Board has (i) determined that the terms of the Merger and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Bristow and its stockholders, (ii) approved the execution, delivery and performance of, and adopted and declared advisable the Merger Agreement and the Merger, and (iii) resolved to recommend that the Bristow stockholders “CONSENT” to the approval of the Bristow Merger Proposal and directed that such matter be submitted for consideration by the Bristow stockholders.

Era and Bristow Stockholder Equity Ownership as a Result of the Merger

Era

Era stockholders will not receive anything as a result of the Merger, and will continue to hold the same amount of Era shares held immediately prior to the Merger, as appropriately adjusted for the Reverse Stock Split, if effected; however, current Era stockholders as a whole will have a reduced ownership and voting interest in the Combined Company after the Merger as compared to their current ownership and voting interest in Era. Immediately following completion of the Merger, pre-Merger holders of Era Common Stock will own 23% of the outstanding shares of the Combined Company Common Stock and former Bristow stockholders (including former holders of Bristow Preferred Stock) will own 77% of the outstanding shares of Combined Company Common Stock.

Bristow

Immediately prior to the consummation of the Merger, all outstanding shares of Bristow Preferred Stock (including all shares of Bristow Preferred Stock underlying Bristow Preferred Stock options and Bristow preferred RSUs) will be converted into Bristow Common Stock. See “The Merger—Bristow Preferred Stock Conversion”.

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At the Effective Time, shares of Bristow Common Stock (including shares of Bristow Common Stock issued as a result of the Preferred Stock Conversion and the Bristow Reserve Shares to settle certain disputed claims pursuant to the Amended Joint Chapter 11 Plan of Reorganization of Bristow and its Debtor Affiliates as modified), will be converted into the right to receive an aggregate number of shares of Era Common Stock equal to the product of (i) 77% multiplied by (ii) the quotient of (x) the number of shares of Era Common Stock outstanding immediately prior to the Merger, calculated on fully-diluted basis, divided by (y) 23% (i.e., the Aggregate Merger Consideration), as appropriately adjusted for the Reverse Stock Split, if effected. Each holder of Bristow Common Stock immediately prior to the Effective Time, other than holders of Dissenting Shares, will be entitled to receive, for each share of Bristow Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Bristow Common Stock outstanding immediately prior to the Merger (including shares of Bristow Common Stock issued as a result of the Preferred Stock Conversion, any shares of Bristow Common Stock underlying Bristow options or restricted stock units and Bristow Reserve Shares) (i.e., the Per Share Merger Consideration), and, if applicable, cash in lieu of any fractional shares of Era Common Stock that would otherwise be payable. All of the issued and outstanding shares of Bristow Common Stock immediately prior to the Effective Time will be cancelled.

The market value of the Per Share Merger Consideration that Bristow stockholders will be entitled to receive will depend on the price per share of Era Common Stock at the Effective Time. That price will not be known at the time of the Era annual meeting or the Bristow Consent Deadline and may be less or more than the current market price or the market price at such time.

Era Common Stock is currently listed on the NYSE under the symbol “ERA”. On March 31, 2020, the last reported sales price of Era Common Stock on the NYSE was $5.33 per share.

Tax Consequences of the Merger (Page 85)

Bristow’s obligation to complete the Merger is conditioned on, among other things, the receipt by Bristow of an opinion from Kirkland & Ellis LLP, dated as of the Closing Date, to the effect that, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the Merger constitutes a reorganization, subject to the limitations and qualifications described in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 85 of this joint proxy and consent solicitation statement/prospectus, U.S. holders whose shares of Bristow Common Stock are exchanged in the Merger for shares of Era Common Stock generally will not recognize any gain or loss for United States federal income tax purposes upon such exchange (except with respect to any cash received in lieu of fractional shares).

For the definition of a “U.S. holder” and a more detailed discussion of the material U.S. federal income tax consequences of the Merger, please see the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 85 of this joint proxy and consent solicitation statement/prospectus.

The tax consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Merger.

The Merger Will Be Accounted for as an Acquisition by Bristow of Era (Page 88)

The Merger will be treated as an acquisition by Bristow of Era under U.S. generally accepted accounting principles (“GAAP”). Bristow is being treated as the acquirer pursuant to GAAP, notwithstanding the fact that a wholly-owned subsidiary of Era is acquiring Bristow, because, among other considerations, immediately following the Effective Time of the Merger: (i) former Bristow stockholders (including former holders of Bristow Preferred Stock) will own 77% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Combined Company will initially consist of eight directors, including six Bristow designees.

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The Merger will be accounted for under the acquisition method of accounting under GAAP. Under the acquisition method of accounting, for the purposes of the unaudited pro forma condensed combined consolidated financial information, management of Bristow and Era have determined a preliminary estimated purchase price for Era (see Unaudited Pro Forma Condensed Combined Consolidated Financial Information – Note 5: Estimated Purchase Consideration and Preliminary Purchase Price Allocation beginning on page 132 for additional information). Era’s net tangible and intangible assets acquired and liabilities assumed in connection with the Merger are recorded at their estimated acquisition date fair values. Any excess of the fair value of Era's identified net assets acquired over the estimated purchase price will be recognized as a gain on bargain purchase. A final determination of these acquired assets and assumed liabilities will be based on Era’s actual net tangible and intangible assets as of the date of completion of the Merger.

Era’s Reasons for the Merger (Page 61)

For a discussion of the factors considered by the Era Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the issuance of Era Common Stock as consideration in the Merger, see “The Merger—Era’s Reasons for the Merger and Recommendation of the Era Board”.

Opinion of Era’s Financial Advisor (Page 63)

Era retained Centerview Partners LLC, which is referred to in this proxy statement/prospectus as “Centerview”, as financial advisor to the Era Board in connection with the proposed Merger and the other transactions contemplated by the Merger Agreement, which are collectively referred to as the “Transaction” throughout this section and the summary of Centerview’s opinion below under the caption “Opinion of Era’s Financial Advisor”. In connection with this engagement, the Era Board requested that Centerview evaluate the fairness, from a financial point of view, to Era of the Aggregate Merger Consideration proposed to be paid by Era pursuant to the Merger Agreement, which Centerview was advised will result in a pro forma ownership of the fully diluted shares of Era Common Stock being held 23% by the holders of Era Common Stock immediately prior to the Effective Time of the Merger and 77% by the holders of Bristow Common Stock immediately prior to the Effective Time of the Merger. On January 23, 2020, Centerview rendered to the Era Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Aggregate Merger Consideration proposed to be paid by Era pursuant to the Merger Agreement was fair, from a financial point of view, to Era.

The full text of Centerview’s written opinion, dated January 23, 2020, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex E and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Era Board (each member of the Era Board in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to Era of the Aggregate Merger Consideration to be paid by Era pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of Era or Bristow or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully, in its entirety, for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Bristow’s Reasons for the Merger (Page 71)

For a discussion of the factors considered by the Bristow Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, see “The Merger—Bristow’s Reasons for the Merger and Recommendation of the Bristow Board”.

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Opinion of Bristow’s Financial Advisor (see page 74)

At the meeting of the Bristow Board on January 23, 2020, Ducera Securities LLC (“Ducera”) rendered its oral opinion, which was subsequently confirmed in writing, to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and conditions described in such opinion, the Aggregate Merger Consideration was fair, from a financial point of view, to the holders of Bristow Common Stock (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow Preferred Stock and the Bristow Reserve Shares) as more fully described in this joint proxy and consent solicitation statement/prospectus.

The full text of the written opinion of Ducera, dated as of January 23, 2020, is attached as Annex F to this joint proxy and consent solicitation statement/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications, conditions and limitations on the scope of the review undertaken by Ducera in rendering its opinion. Ducera’s opinion is directed to the Bristow Board and addresses only the fairness from a financial point of view of the Aggregate Merger Consideration to the holders of Bristow Common Stock (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow Preferred Stock and the Bristow Reserve Shares, as more fully described in this joint proxy and consent solicitation statement/prospectus). It does not constitute a recommendation to any holder of Bristow Common Stock or Bristow Preferred Stock as to how to vote in connection with the Merger or whether to take any other action with respect to the Merger. See the section entitled “The Merger — Opinion of Bristow’s Financial Advisor” and Annex F.

Certain Directors and Executive Officers May Have Interests in the Merger that Differ from Your Interests (Page 89)

Certain directors and executive officers of Era and Bristow have interests in the Merger that are different from, or in addition to, their interests as stockholders generally, including the following:

Era

Upon completion of the Merger, Christopher S. Bradshaw and certain of Era’s directors will, and certain of Era’s other executive officers may, continue to be directors and executive officers of the Combined Company. See “The Merger – Interests of the Era Directors and Executive Officers in the Merger”, beginning on page 89 for additional information.

The Era Board was aware of these additional interests and considered them when they adopted the Merger Agreement and approved the Merger.

Bristow

Upon completion of the Merger, certain of Bristow’s directors will, and certain of Bristow’s executive officers may, continue to be directors and executive officers of the Combined Company. See “The Merger – Interests of the Bristow Directors and Executive Officers in the Merger”, beginning on page 91 for additional information.

The Bristow Board was aware of these additional interests and considered them when they adopted the Merger Agreement and approved the Merger.

Dissenters’ Rights of Appraisal of Holders of Bristow Common Stock (Page 118)

Except as otherwise waived pursuant to the Bristow Stockholders Agreement, Dissenting Shares will not be converted into the right to receive their portion of the Aggregate Merger Consideration, but instead holders of such shares will be entitled to appraisal rights under Section 262 of the DGCL to have the Delaware Court of Chancery determine the “fair value” of such stockholder’s shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and thereafter to receive payment of such “fair value” in cash, together with interest, if any, at the rate specified in Section 262 of the DGCL. If any Bristow stockholder fails to perfect or otherwise waives, withdraws or loses the right to appraisal of such shares under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such shares will cease and such Dissenting Shares will be deemed to have been converted as of the Effective Time into the right to receive, without interest or duplication, the applicable portion of the Aggregate Merger Consideration.

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No Solicitation of Third-Party Acquisition Proposals (Page 107)

The Merger Agreement contains provisions restricting Bristow’s and Era’s ability to seek or discuss any alternative acquisition proposal to the Merger. In particular, from and after the date of the Merger Agreement until the Effective Time or the date on which the Merger Agreement is terminated, each of Era and Bristow has agreed that it will not, and it will instruct and cause its subsidiaries and its and their respective directors, officers, employees, investment bankers, consultants, attorneys, accountants, agents, advisors, affiliates and other representatives not to, directly or indirectly:

• initiate, solicit, encourage or facilitate any inquiry, proposal or offer with respect to, or the making, consideration, exploration, submission or announcement of, any “Alternative Proposal” (as defined in “The Merger Agreement – No Solicitation of Alternative Proposals” beginning on page 107); or

• engage in, enter into, continue or otherwise participate in any discussions or negotiations with any persons with respect to or provide any non-public information or data concerning Bristow or Era, as applicable, or their subsidiaries to any person that has made or is, to the knowledge of Bristow or Era, as applicable, making an Alternative Proposal.

Notwithstanding the restrictions described above, the Merger Agreement provides that if at any time from and after the date of the Merger Agreement and prior to, as applicable, the Bristow stockholders’ approval of the adoption of the Merger Agreement or the Era stockholders’ approval of the Share Increase Proposal or the Stock Issuance Proposal, Era or Bristow, as applicable, directly or indirectly receives a written Alternative Proposal from any person and such party is not in material breach of the restrictions above with respect to the person making such Alternative Proposal, the applicable party and its representatives may contact such person to clarify the terms and conditions thereof and (a) such party and its representatives may furnish, pursuant to any acceptable confidentiality agreement, information (including non-public information and data) with respect to such party and its subsidiaries, and afford access to the business, properties, assets, books, records and personnel of such party and its subsidiaries, to the person that has made such Alternative Proposal (provided that such party shall simultaneously make available to the other party any non-public information given to such person with respect to such Alternative Proposal that was not previously made available to such other party) and (b) if the Bristow Board or the Era Board, as applicable, determines in good faith, after consultation with its outside counsel and financial advisor, and provides written notice to Era or Bristow, as applicable, that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in “The Merger Agreement – No Solicitation of Alternative Proposals” beginning on page 107), then such party and its representatives may engage in, enter into, continue or otherwise participate in any discussions or negotiations with such person with respect to such Alternative Proposal.

Notwithstanding the foregoing, at any time before the Bristow stockholders’ approval of the adoption of the Merger Agreement or Era stockholders’ approval of the Share Increase Proposal and the Stock Issuance Proposal, the Bristow Board or the Era Board, as applicable, may make a Change in Recommendation (as defined in “The Merger Agreement – No Solicitation of Alternative Proposals” beginning on page 107) in connection with a Superior Proposal if:

• the Bristow Board or the Era Board, as applicable, determines in good faith (after consultation with its respective outside counsel and financial advisor) that there is the presence of a Bristow Intervening Event or an Era Intervening Event (each as defined in “The Merger Agreement – No Solicitation of Alternative Proposals” beginning on page 107), as applicable; or

• Bristow or Era, as applicable, receives an Alternative Proposal (so long as Bristow or Era, as applicable, is not in material breach of any of the non-solicitation restrictions set forth in the Merger Agreement) that the Bristow Board or the Era Board, as applicable, determines in good faith (after consultation with its respective outside counsel and financial advisor) constitutes a Superior Proposal.

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However, the Bristow Board or the Era Board, as applicable, may only take any of the foregoing actions if:

• Bristow or Era, as applicable, has given the other party three Business Days’ prior written notice in advance of taking such action, which notice will:

• specify a reasonably detailed description of such Era Intervening Event or Bristow Intervening Event, as applicable, or the material terms of the Alternative Proposal received by Bristow or Era, as applicable, that constitutes a Superior Proposal, including the identity of the party making the Alternative Proposal;

• include a written copy of such Alternative Proposal or amendment thereto (or, if not in writing, a written summary of the material terms and conditions of each such Alternative Proposal or amendment thereto.

• each of Bristow and Era have negotiated in good faith, and caused its respective representatives to negotiate in good faith, with the other party (to the extent the other party so desires) during such three Business Day period to make adjustments to the terms and conditions of the Merger Agreement as would permit the Bristow Board or the Era Board, as applicable, to not take such actions; and

• following the notice period, the Bristow Board or the Era Board, as applicable, has considered in good faith any revisions to the Merger Agreement proposed by Era (in the case of the Bristow Board) or Bristow (in the case of the Era Board) and has determined in good faith:

• with respect to a Bristow Intervening Event or an Era Intervening Event, as applicable, after consultation with its respective outside counsel, that it would continue to be inconsistent with the directors’ duties under applicable law not to effect a Change in Recommendation; and

• with respect to a Superior Proposal after consultation with its respective outside counsel and its financial advisor, that the Alternative Proposal would continue to constitute a Superior Proposal, in each case, if changes offered in writing by Bristow or Era, as applicable, were given effect.

See the “No Solicitation of Alternative Proposals” subsection of “The Merger Agreement” section in this joint proxy and consent solicitation statement/prospectus for more details on circumstances that may constitute an Alternative Proposal, and the associated actions and potential consequences of such circumstances.

Certain Stockholders of Bristow Have Agreed to Affirmatively “CONSENT” to the Merger (Page 119 and Annex C and Annex D)

Solus Alternative Asset Management LP (“Solus”) and South Dakota Investment Council (“SDIC”), which are currently significant stockholders of Bristow, collectively holding a majority in voting power of Bristow’s equity securities, have each entered into separate Voting Agreements with Bristow and Era, pursuant to which each stockholder has agreed to deliver and duly execute a written consent in favor of the Merger. Such consents are to be executed and delivered within two Business Days following the effectiveness of the registration statement of which this proxy and consent solicitation statement/prospectus forms a part. As of January 23, 2020, the date on which the Voting Agreements were signed, Solus held 3,220,501 shares of Bristow Common Stock and 1,720,297 shares of Bristow Preferred Stock and SDIC held 2,783,012 shares of Bristow Common Stock and 2,018,384 shares of Bristow Preferred Stock. Pursuant to the Certificate of Designations for the Bristow Preferred Stock (the “Bristow Certificate of Designations”), with respect to matters submitted to a vote of the holders of Bristow Common Stock, holders of each share of Bristow Preferred Stock will be entitled to vote on an “as-converted” basis, which deems each share of Bristow Preferred Stock to have been converted to 1.33 shares of Bristow Common Stock. Therefore, for the purpose of approving the Merger, on an as-converted basis, Solus is deemed to hold 5,515,019 shares of Bristow Common Stock and SDIC is deemed to hold 5,475,116, shares of Bristow Common Stock, and together they are deemed to hold an aggregate amount of 10,990,135 shares, or 51.2%, of Bristow Common Stock (the “Subject Shares”). The deemed conversion of the Bristow Preferred Stock for the purpose of voting is distinct from the Preferred Stock Conversion.

Pursuant to the Voting Agreements, both Solus and SDIC have agreed not to Transfer (as defined in the Voting Agreements) the Subject Shares without the prior written consent of Bristow and Era until the earliest of (i) the Effective Time of the Merger, (ii) the date and time of a valid termination of the Merger Agreement and (iii) any amendment, modification, change or waiver of any provisions of the Merger Agreement made without the prior written consent of Solus or SDIC, as applicable, that meets certain criteria (the “Expiration Time”). Additionally,

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during the time period between the date of the Voting Agreements and the Expiration Time, both Solus and SDIC have agreed not to, without the prior written consent of Bristow and Era, (a) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote (or sign written consents in respect of) the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (b) take any action that would have the effect of preventing or disabling Solus or SDIC, as applicable, from performing its obligations under the Voting Agreements. Notwithstanding the foregoing, each of Solus and SDIC may, at any time, Transfer the Subject Shares to (1) a respective affiliate, (2) any investment fund or other entity controlled or managed by Solus or SDIC, as applicable, and/or their respective subsidiaries or affiliates or (3) any other third parties; provided, that the applicable transferee shall have executed and delivered a voting agreement substantially identical to the Voting Agreements prior to such transfer. Both Solus and SDIC have agreed that any attempted transfer of the Subject Shares not permitted under the Voting Agreements will be null and void. Under the Voting Agreements, Era has agreed to negotiate and finalize in good faith, and at closing execute and deliver, a registration rights agreement with each of Solus and SDIC within 10 business days after the Closing Date.

The Voting Agreement with Solus is attached hereto as Annex C and the Voting Agreement with SDIC is attached hereto as Annex D.

We Must Meet Several Conditions to Complete the Merger (Page 114)

Our obligations to complete the Merger depend on a number of conditions being met at or prior to the Effective Time. These include:

• Era stockholders will have voted to approve the issuance of shares of Era Common Stock in connection with the Merger and the Share Increase Proposal;

• the Era Charter Amendment No. 1 has been duly filed with the Secretary of State of the State of Delaware;

• the shares of Era Common Stock to be issued pursuant to the Merger have been approved for listing on NYSE, subject to official notice of issuance;

• the registration statement (of which this joint proxy and consent solicitation statement/prospectus forms a part) has been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the registration statement has been issued by the SEC and no proceedings for that purpose will have been threatened or initiated by the SEC that has not been withdrawn;

• no order by any governmental entity of competent jurisdiction that makes illegal or prohibits the consummation of the Merger or the issuance of shares of Era Common Stock in connection with the Merger has been entered and continues to be in effect, and no law has been enacted, entered, promulgated, enforced or deemed applicable by any governmental entity of competent jurisdiction that prohibits or makes illegal the consummation of the Merger or the issuance of shares of Era Common Stock in connection with the Merger, and no action by a governmental entity seeking such an order or law is pending; and

• the waiting period applicable to the Merger under the HSR Act or any other antitrust laws will have expired or been terminated and there is not any voluntary agreement with any antitrust authority pursuant to which both Era and Bristow have agreed not to consummate the Merger or related transactions for any period of time (the “HSR Condition”).

Each of Bristow and Era must satisfy additional obligations specific to them, which are further detailed in the “Conditions to Completion of the Merger” subsection of “The Merger Agreement” section in this joint proxy and consent solicitation statement/prospectus.

Where the law permits, either of Era or Bristow may choose to waive a condition to its obligation to complete the Merger, even when that condition has not been satisfied. Era and Bristow cannot be certain when, or if, the conditions to the Merger will be satisfied or waived, or that the Merger will be completed.

We Must Obtain Regulatory Approvals to Complete the Merger (Page 117)

Consummation of the Merger is conditioned upon the receipt of antitrust approval. Under the provisions of the HSR Act, the Merger may not be consummated until filings are made with the Antitrust Division of the DOJ and the FTC and the expiration of, or early termination of, a 30-calendar day waiting period following the filing. Era

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and Bristow submitted their respective Notification and Report forms pursuant to the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020 Era refiled an updated Notification and Report form, thereby commencing a new 30 day waiting period, which expired on April 10, 2020 without extension or any further action by the US antitrust agencies.

We May Terminate the Merger Agreement (Page 115)

We can mutually agree via written consent at any time to terminate the Merger Agreement without completing the Merger, even if Era has received approval of the Stock Issuance Proposal, the Share Increase Proposal by its stockholders and Bristow has received approval of the Bristow Merger Proposal. Also, either of Era or Bristow can decide, without the consent of the other, to terminate and abandon the Merger Agreement in certain circumstances, including if:

• the Merger has not been consummated on or before October 23, 2020 (the “Initial End Date” and, as such date as may be extended as described below, the “End Date”); provided, however, that such date may be extended by Era or Bristow to January 23, 2021, if on the Initial End Date, either of (i) the conditions regarding governmental orders (as a result only of antitrust laws) or (ii) the condition regarding the expiration of applicable waiting periods, has not been satisfied but all other conditions have been or are capable of being satisfied, provided further, that the party seeking to terminate will not have breached its obligations under the Merger Agreement in any manner that shall have been a substantially contributing factor to the failure to consummate the Merger on or before such date;

• any court of competent jurisdiction issues or enters any order, judgment, writ, decree or injunction permanently enjoining or otherwise prohibiting the consummation of the Merger, and such injunction has become final and non-appealable, provided that the party seeking to terminate the Merger Agreement shall have used the efforts required under the Merger Agreement to prevent, remove and oppose such injunction;

• either of the Era stockholders meeting or Bristow consent solicitation concludes without the requisite approvals by the respective stockholders;

• either the Era Board (in the case of a termination by Bristow) or the Bristow Board (in the case of a termination by Era) or any committee thereof changes its recommendation to approve the adoption of the Merger Agreement;

• either party (in the case of a termination by the other party) breaches or fails to perform any of their representations, warranties, covenants or other agreements required under the Merger Agreement, which breach or failure to perform (a) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition regarding the accuracy of the other party’s representations and warranties or the other party’s compliance with its covenants and agreements, and (b) by its nature, cannot be cured prior to the End Date, or if such breach or failure is capable of being cured by the End Date, the other party has not cured such breach or failure within 45 days after receiving written notice from the other party describing such breach or failure in reasonable detail; provided that the other party seeking termination is not then in material breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement that would result in a failure of a condition regarding the accuracy of the other party’s compliance with its covenants and agreements under the Merger Agreement; and

• either party (in the case of a termination by the other party) has knowingly and intentionally engaged in a material breach of its respective “No Solicitation” covenant under the Merger Agreement.

Termination Fee under the Merger Agreement (Page 116)

Whether or not the Merger is completed, Era and Bristow will each pay their own fees and expenses, except that the Merger Agreement provides that Bristow must pay Era a termination fee of $9,000,000 or reimburse expenses up to a limit of $4,000,000 in certain situations. The Merger Agreement also provides that Era must pay Bristow a termination fee of $9,000,000 or reimburse expenses up to a limit of $4,000,000 in certain situations. See the “Termination Fee; Expense Fee” subsection of “The Merger Agreement” section in this joint proxy and consent solicitation statement/prospectus for more details on such circumstances where each such termination fee may apply.

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We May Amend or Waive Merger Agreement Provisions (Page 117)

At any time before completion of the Merger, either Era or Bristow may, to the extent legally allowed, waive in writing compliance by the other, any provision contained in the Merger Agreement. However, once Bristow’s stockholders have approved the Bristow Merger Proposal or Era’s stockholders have approved the Merger-Related Proposals, no waiver of any condition may be made that would require further approval by such party’s respective stockholders unless that approval is obtained.

The Rights of Bristow Stockholders Following the Merger Will Be Different (Page 227)

Era and Bristow are each a Delaware corporation subject to the provisions of the DGCL. If the Merger is consummated, Bristow stockholders, whose rights are currently governed by Bristow’s existing charter, bylaws and stockholder agreement and the DGCL, will, if they receive Era Common Stock as consideration to the Merger, become stockholders of Era and their rights will be governed by Era’s charter and bylaws that would become effective upon consummation of the Merger.

Information About the Companies (Page 143)

Era Group Inc.
945 Bunker Hill Rd., Suite 650
Houston, Texas 77024
(713) 369-4700

Era is a Delaware corporation headquartered in Houston, Texas. It is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., which is its primary area of operations. Its helicopters are primarily used to transport personnel to, from and between offshore oil and gas production platforms, drilling rigs and other installations. In addition to serving the oil and gas industry, it provides emergency response services and utility services, among other activities. It also leases helicopters and provides related services to third-party helicopter operators. It currently has customers in the U.S., Brazil, Colombia, India, Mexico, Spain and Suriname. Era Common Stock trades on the NYSE under the the ticker symbol “ERA” and after the Merger will be listed on the NYSE under the symbol “  ”.

Bristow Group Inc.
3151 Briarpark Drive, Suite 700
Houston, Texas 77042
(713) 267-7600

Bristow is a Delaware corporation headquartered in Houston, Texas. It is the world’s leading industrial aviation services provider offering helicopter transportation, search and rescue (“SAR”) and aircraft support services to government and commercial organizations worldwide. Bristow’s strategically located global fleet supports operations in the North Sea, Nigeria and the U.S. Gulf of Mexico; as well as in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Guyana and Trinidad. Bristow provides SAR services to the commercial sector worldwide and to the public sector for all of the U.K. on behalf of the Maritime and Coastguard Agency. Bristow also provides regional fixed wing scheduled and charter services in Australia and Nigeria.

Bristow’s operations are conducted through two primary geographical hubs in key areas of business that include four regions: Europe Caspian, Africa, Americas and Asia Pacific.

Ruby Redux Merger Sub, Inc.
945 Bunker Hill Rd., Suite 650
Houston, Texas 77024
(713) 369-4700

Ruby Redux Merger Sub, Inc. is a Delaware corporation and wholly owned subsidiary of Era.

See “Information About the Companies” in this joint proxy and consent solicitation statement/prospectus.

Risk Factors (See Page 33)

You should also carefully consider the risks that are described in the section entitled “Risk Factors” beginning on page 33 of this joint proxy and consent solicitation statement/prospectus.

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SELECTED CONSOLIDATED FINANCIAL DATA OF ERA

You should read the selected consolidated financial data set forth below in conjunction with Era’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and Era Financial Statements and Supplementary Data and related notes each of which is incorporated by reference into this joint proxy and consent solicitation statement/prospectus. The financial data as of and for the fiscal years ended December 31, 2019, 2018, 2017, 2016, and 2015 is derived from Era’s audited financial statements. See “Where You Can Find More Information”. Era’s historical results may not be indicative of Era’s future performance.

	Years Ended December 31,
	2019	2018	2017	2016	2015
Statements of Operations Data:
Revenues	$226,059	$221,676	$231,321	$247,228	$281,837
Operating income (loss)	(3,278)	28,070	(136,464)	(3,369)	24,294
Net income (loss) attributable to Era Group Inc.	(3,593)	13,922	(28,161)	(7,978)	8,705
Earnings (Loss) Per Common Share:
Basic	$(0.17)	$0.64	$(1.36)	$(0.39)	$0.42
Diluted	$(0.17)	$0.64	$(1.36)	$(0.39)	$0.42
Statement of Cash Flows Data - provided by (used in):
Operating activities	$27,551	$54,354	$20,096	$58,504	$44,456
Investing activities	48,617	22,826	(6,574)	(9,116)	(22,616)
Financing activities	(9,425)	(43,509)	(27,497)	(32,986)	(46,026)
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(130)	249	81	(236)	(2,120)
Capital expenditures	(6,558)	(9,216)	(16,770)	(39,200)	(60,050)
Balance Sheet Data (at period end):
Cash and cash equivalents	$117,366	$50,753	$13,583	$26,950	$14,370
Total assets	764,515	764,863	792,097	955,173	1,004,351
Long-term debt, less current portion	141,832	160,217	202,174	230,139	264,479
Total equity	456,742	463,436	445,681	468,417	471,303

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRISTOW

The following table sets forth the selected historical consolidated financial information of Bristow and its consolidated entities that has been derived from Bristow’s (i) audited consolidated financial statements as of and for the years ended March 31, 2019, 2018, 2017, 2016 and 2015 (Predecessor) and (ii) unaudited condensed consolidated financial statements as of and for the period from April 1, 2019 through October 31, 2019 (Predecessor), as of and for the period from November 1, 2019 through December 31, 2019 (Successor) and as of and for the nine months ended December 31, 2018 (Predecessor), each of which is included elsewhere in the this joint proxy and consent solicitation statement/prospectus. All references to “Predecessor” refer to Bristow on and prior to October 31, 2019 and all references to “Successor” refer to the reorganized Bristow on and after November 1, 2019, the first full business day following Bristow’s emergence from the Chapter 11 Cases (as defined herein). See “Business-Bristow’s Business” beginning on page 144.

Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end, and the results of operations for the interim periods presented herein are not necessarily indicative of results to be expected for the year. In management’s opinion, the accompanying unaudited historical consolidated financial data include all adjustments of a normal recurring nature necessary for a fair statement of Bristow’s consolidated financial position as of December 31, 2019 (Successor) and March 31, 2019 (Predecessor) and its consolidated results of operations and cash flows for the two months ended December 31, 2019 (Successor), seven months ended October 31, 2019 (Predecessor) and nine months ended December 31, 2018 (Predecessor). The selected historical consolidated financial data presented below is not intended to replace Bristow’s historical consolidated financial statements. This summary should be read together with the other information contained in Bristow’s unaudited consolidated financial data included elsewhere in this joint proxy and consent solicitation statement/prospectus, including the sections therein entitled “Management’s Discussion and Analysis of Bristow’s Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto.

	Successor	Predecessor
	Two Months Ended December 31,	Seven Months Ended October 31,	Nine Months Ended December 31,	For the Year Ended March 31,
	2019	2019	2018	2019	2018	2017	2016	2015
	($ in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:
Total revenues	$200,924	$757,223	$1,045,869	$1,369,662	$1,433,975	$1,388,082	$1,702,079	$1,847,609
Total operating expenses	(204,154)	(780,134)	(1,075,994)	(1,446,241)	(1,491,662)	(1,467,515)	(1,670,822)	(1,668,008)
Loss on impairment	—	(62,101)	(117,220)	(117,220)	(91,400)	(16,278)	(55,104)	(7,167)
Loss on disposal of assets	(154)	(3,768)	(18,986)	(27,843)	(17,595)	(14,499)	(30,693)	(35,849)
Earnings (losses) from unconsolidated affiliates, net of losses	1,499	6,589	2,409	4,317	18,699	20,339	13,695	9,289
Operating income (loss)	(1,885)	(82,191)	(163,922)	(217,325)	(147,983)	(89,871)	(40,845)	145,874
Income (loss) before benefit for income taxes	(140,943)	(887,384)	(255,426)	(336,299)	(228,000)	(143,328)	(79,231)	111,473
Net income (loss) attributable to Bristow Group	$(152,512)	$(836,414)	$(261,511)	$(336,847)	$(194,684)	$(169,562)	$(72,442)	$84,300

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	Successor	Predecessor
	Two Months Ended December 31,	Seven Months Ended October 31,	Nine Months Ended December 31,	For the Year Ended March 31,
	2019	2019	2018	2019	2018	2017	2016	2015
	($ in thousands, except per share data)
PER SHARE DATA:
Basic	$(14.49)	$(23.29)	$(7.32)	$(9.42)	$(5.52)	$(4.84)	$(2.12)	$2.40
Diluted	$(14.49)	$(23.29)	$(7.32)	$(9.42)	$(5.52)	$(4.84)	$(2.12)	$2.37
Weighted average common shares outstanding:
Basic	11,235,535	35,918,916	35,712,735	35,740,933	35,288,579	35,044,040	34,893,844	35,193,490
Diluted	11,235,535	35,918,916	35,712,735	35,740,933	35,288,579	35,044,040	34,893,844	35,528,605
CONSOLIDATED STATEMENT OF CASH FLOWS DATA:
Net cash provided by (used in):
Operating activities	$(15,263)	$(98,866)	$(68,902)	$(109,437)	$(19,544)	$11,537	$118,231	$250,728
Investing activities	(31,938)	(58,718)	(24,618)	(26,124)	96,916	(116,349)	(316,750)	203,093
Financing activities	(5,629)	227,649	(50,623)	(63,142)	189,028	106,681	189,409	125,799
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and restricted cash	$196,083	$250,526	$231,326	$178,055	$380,223	$96,656	$104,310	$104,146
Total assets	2,076,041	2,118,714	2,737,831	2,652,599	3,170,359	3,118,230	3,266,354	3,233,155
Long-term debt, less current maturities	545,895	549,282	9,174	8,223	11,096	1,150,956	1,071,578	845,692
Noncontrolling interests	(138)	(105)	7,237	7,148	7,253	5,025	10,684	7,256
Total stockholders’ investment	149,855	294,566	883,560	812,367	1,183,501	1,293,666	1,508,352	1,616,272

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SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined consolidated financial information presents the combination of the historical condensed combined consolidated financial statements of Era and the historical condensed combined consolidated financial statements of Bristow, after giving effect to the Merger and Bristow’s reorganization and emergence from the Chapter 11 Cases pursuant to the Amended Joint Chapter 11 Plan of Reorganization (collectively, the “Transactions”). The Merger is structured as a reverse merger and Bristow was determined to be the accounting acquirer based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, former Bristow stockholders will own 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era Common Stock will own 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Combined Company will initially consist of eight directors, including six Bristow designees. The Merger will be accounted for under the acquisition method of accounting under GAAP. Under the acquisition method of accounting for the purposes of the unaudited pro forma condensed combined consolidated financial information, management of Bristow and Era have determined a preliminary estimated purchase price for Era, as described in Note 5 to the “Unaudited Pro Forma Condensed Combined Consolidated Financial Information” included elsewhere in this join proxy and consent solicitation statement/prospectus.

Upon emergence from the Chapter 11 Cases on October 31, 2019, Bristow applied fresh-start accounting. Adopting fresh-start accounting resulted in a new reporting entity for financial reporting purposes. For additional information see Note 3 in Bristow’s “Notes to the Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Pro Forma Information

The unaudited pro forma condensed combined consolidated balance sheet information as of December 31, 2019 gives effect to the Merger as if it had occurred on December 31, 2019 and combines the historical balance sheets of Era and Bristow as of December 31, 2019. The unaudited pro forma condensed combined consolidated statements of operations information is presented as if the Transactions occurred on January 1, 2019, the first business day of Era's 2019 fiscal year, and combines the historical results of operations for Era for the twelve months ended December 31, 2019 and with those of Bristow for the three months ended March 31, 2019 and the nine months ended December 31, 2019.

This selected unaudited pro forma condensed combined consolidated financial information should be read in conjunction with the more complete “Unaudited Pro Forma Condensed Combined Consolidated Financial Information” included elsewhere in this join proxy and consent solicitation statement/prospectus, as well as Era’s and Bristow’s historical financial statements referenced below:

• Era’s consolidated historical financial statements and related notes as of and for the year ended December 31, 2019, included in Era’s Annual Report on Form 10-K for the year ended December 31, 2019, which are incorporated by reference in this joint proxy and consent solicitation statement/prospectus; and

• Bristow’s condensed consolidated historical financial statements and related notes as of December 31, 2019 (Successor) and March 31, 2019 (Predecessor) and for the two months ended December 31, 2019 (Successor), seven months ended October 31, 2019 (Predecessor) and nine months ended December 31, 2018 (Predecessor), each of which is included in this joint proxy and consent solicitation statement/prospectus.

The selected unaudited condensed combined consolidated pro forma financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The selected unaudited condensed combined consolidated pro forma financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. The following information does not give effect to the proposed Reverse Stock Split.

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Selected Unaudited Pro Forma Financial Information

	For the twelve months ended December 31, 2019
Pro forma statement of operations data:
Total revenues	$1,503,773
Operating loss	(70,879)
Net loss	(490,308)
Loss per common share:
Basic	$5.15
Diluted	$5.15

	As of December 31, 2019
Pro forma balance sheet data:
Cash and cash equivalents	$303,052
Working capital	375,765
Total assets	2,493,964
Long-term debt, less of current maturities	689,983
Total stockholders’ investment	1,057,621

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

Presented below are Era’s and Bristow’s historical and pro forma per share data as of and for the twelve months ended December 31, 2019. Except for Era’s historical information as of and for the twelve months ended December 31, 2019, the information provided in the table below is unaudited. The unaudited pro forma data and equivalent per share information assumes that Bristow will be the accounting acquirer and gives effect to the Transactions (i) as if they had occurred on December 31, 2019, in the case of the book value data, and (ii) as if they had occurred on January 1, 2019, in the case of Loss per common share data. This information should be read together with the historical consolidated financial statements and related notes of Era and Bristow, incorporated by reference or included in this joint proxy and consent solicitation statement/prospectus, as applicable, and with the unaudited pro forma condensed combined financial statements included under “Unaudited Pro Forma Condensed Combined Consolidated Financial Information”.

The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The unaudited pro forma financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. The following information does not give effect to the proposed Reverse Stock Split.

Era historical data:
Book value per share	$22.11
Loss per common share:
Basic	(0.17)
Diluted	(0.17)
Bristow historical data:
Book value per share	$13.35
Loss per common share:
Basic	(50.11)
Diluted	(17.69)
Unaudited pro forma combined data:
Book value per share	$11.16
Loss per common share:
Basic	(5.15)
Diluted	(5.15)
Unaudited pro forma combined equivalent data (i):
Book value per share	$48.51
Loss per common share:
Basic	(22.38)
Diluted	(22.38)

(i)
The unaudited pro forma combined equivalent data was calculated by dividing the unaudited pro forma combined data by 0.23 (the exchange ratio of an Era share for the Combined Company share).

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy and consent solicitation statement/prospectus, as well as Era’s other filings with the SEC and Bristow’s other communications with its stockholders, may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any results, levels of activity, performance, or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below.

In some cases, forward-looking statements can be identified by the use of words such as “may”, “might”, “will”, “would”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “probable”, “potential”, “possible”, “target”, “continue”, “look forward”, or “assume” and words of similar import. Forward- looking statements are not historical facts or guarantees of future performance or outcomes, but instead express only beliefs of Era and Bristow management regarding future results or events, many of which, by their nature, are inherently uncertain and outside of such management’s control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. Era and Bristow caution you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this joint proxy and consent solicitation statement/prospectus, and Era and Bristow undertake no obligation to update any forward-looking statements to reflect new information or events or conditions after the date hereof.

Era and Bristow are hereby identifying important factors that could affect their financial performance and could cause their actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any forward-looking statements.

Among the factors that could have an impact on their ability to achieve operating results, growth plan goals, and the beliefs expressed or implied in forward-looking statements are:

• the decrease in the price of and demand for oil that has caused, and may continue to cause, a decrease in the demand for Era’s and Bristow’s services due to the COVID-19 pandemic and the failure of Saudi Arabia and Russia (and OPEC and others) to agree on terms to maintain oil production limits;

• the risk that the business of Era and Bristow will not be integrated successfully or such integration may be more difficult, time consuming or costly than expected;

• expected cost synergies and other financial or other benefits of the proposed transaction between Era and Bristow might not be realized within the expected time frames or might be less than projected;

• revenues following the Merger may be lower than expected;

• operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;

• the ability to obtain governmental approvals of the Merger, or the ability to obtain such regulatory approvals in a timely manner;

• the potential impact of announcement or completion of the Merger on relationships with third parties, including customers, employees, and competitors;

• business disruption following the Merger, including diversion of management’s attention from ongoing business operations and opportunities;

• the failure of Era’s stockholders to approve the Merger-Related Proposals;

• changes in Era’s stock price before the Closing Date, including as a result of the financial performance of Bristow prior to the Closing Date;

• inflation, interest rate, securities market and monetary fluctuations;

• credit and interest rate risks associated with Era’s and Bristow’s respective businesses, customer borrowing, repayment, investment and deposit practices;

• general economic conditions, either internationally, nationally or in the market areas in which Era and Bristow operate or anticipate doing business, may be less favorable than expected;

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• changes in the economic environment, competition or other factors that may influence the anticipated growth of loans and deposits, the quality of the loan portfolio and loan and deposit pricing;

• changes in the competitive environment among financial holding companies and banks;

• new regulatory or legal requirements or obligations with which Era and Bristow must comply; and

• other economic, competitive, governmental, regulatory and technological factors affecting Era’s and Bristow’s operations, products, services and prices.

The foregoing list of important factors may not be all inclusive, and Era and Bristow specifically decline to undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. For a further discussion of these and other risks, uncertainties and other factors applicable to Era and Bristow, see “Risk Factors” in this joint proxy and consent solicitation statement/prospectus and Era’s other filings with the SEC incorporated by reference into this joint proxy and consent solicitation statement/prospectus.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading “Risk Factors” in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See “Where You Can Find More Information”.

Risks Related to the Merger

Because the market price of Era Common Stock will fluctuate, Bristow stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive.

Upon completion of the Merger, each holder of Bristow Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Bristow Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Bristow Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Bristow options or restricted stock units and certain shares of Bristow Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under “The Merger—Terms of the Merger”). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Bristow stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Bristow’s respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside Era’s or Bristow’s control. Accordingly, at the time of the Bristow Consent Deadline, Bristow stockholders will not know or be able to calculate the market price of Era Common Stock that they will receive upon completion of the Merger.

The Merger Agreement subjects Era and Bristow to restrictions on their business activities during the pendency of the Merger.

The Merger Agreement subjects Era and Bristow to restrictions on their business activities and obligates Era and Bristow to generally operate their businesses in the ordinary course in all material respects during the pendency of the Merger absent Era’s or Bristow’s prior written consent, as applicable. These restrictions could prevent Era and Bristow from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummation of the Merger or termination of the Merger Agreement and are outside the ordinary course of business. In particular, the Merger Agreement restricts each of Era and Bristow from making certain acquisitions and dispositions without the prior written consent of the other party. If Era or Bristow is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Era’s and/or Bristow’s business, financial condition and results of operations.

The Merger Agreement contains provisions that limit Era’s and Bristow’s ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror of Era or Bristow from making a favorable alternative transaction proposal and, in specified circumstances, could require Era or Bristow to pay a termination fee.

The Merger Agreement contains certain provisions that restrict Era’s and Bristow’s ability to solicit, initiate, facilitate or encourage any inquiries regarding, or the making of any proposal or offer that constitutes, a competing proposal, engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to any person that has made or is, to the knowledge of Era or Bristow, as applicable, considering making a competing proposal, subject to customary exceptions and limitations. In addition, Era and Bristow generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Era Board or Bristow Board may change,

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qualify, withhold, withdraw or modify its recommendation that Era’s or Bristow’s stockholders, as applicable, approve the Merger. Further, even if the Era Board or the Bristow Board changes, qualifies, withholds, withdraws or modifies its recommendation, unless the Merger Agreement is terminated in accordance with its terms, Era or Bristow, as applicable, will still be required to submit the merger proposal to the vote of its stockholders. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Era Board or Bristow Board in favor of the Merger or entry by Era or Bristow into an alternative transaction within 12 months of termination of the Merger Agreement, Era or Bristow will be required to pay a termination fee of $9.0 million, as applicable.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Era or Bristow or pursuing an alternative transaction with Era or Bristow from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Era or Bristow than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

If the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on Era’s and Bristow’s financial condition, stock price, results of operations, assets or business.

Combining Era and Bristow may be more difficult, costly or time-consuming than currently expected, and Era and Bristow may fail to realize the anticipated benefits and cost savings of the Merger.

Era and Bristow have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Era’s and Bristow’s ability to successfully combine and integrate their businesses in a manner that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect Era’s and/or Bristow’s ability to maintain relationships with customers and employees. The success of the Combined Company following the Merger may depend, in part, on the ability of Era and Bristow to integrate their two businesses, business models and cultures. If Era and Bristow experience difficulties in the integration process, including those listed above, they may fail to realize the anticipated benefits of the Merger in a timely manner or at all. The Combined Company’s business or results of operations or the value of its common stock may be materially and adversely affected as a result.

Era and Bristow also expect to incur material one-time costs to achieve synergies and may fail to realize such estimated synergies. While Era and Bristow believe these synergies are achievable, their ability to achieve such estimated synergies in the amounts and time frame expected is subject to various assumptions by their management teams based on expectations that are subject to a number of risks, which may or may not be realized, the incurrence of other costs in Era and Bristow’s operations that may offset all or a portion of such synergies and other factors outside their control. As a consequence, Era and Bristow may not be able to realize all of these synergies within the time frame expected or at all. Era and Bristow may incur additional and/or unexpected costs to realize these synergies. In addition, if Era and Bristow fail to achieve the anticipated cost benefits in a timely manner, Era and Bristow may be unable realize all the anticipated synergies. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger and adversely affect the Combined Company’s business, financial condition and results of operations.

The completion of the Merger is subject to several conditions. There can be no assurances when or if the Merger will be completed.

While Era and Bristow expect to complete the Merger in the middle of 2020, there can be no assurances as to the exact timing of completion of the Merger, or that the Merger will be completed at all. The completion of the Merger is subject to numerous conditions, including, among others, (i) receipt of requisite approvals of Era’s and Bristow’s stockholders and the filing of the Era Charter Amendment No. 1, (ii) the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any other antitrust laws, and there not being in effect any voluntary agreement with any antitrust authority under which Era and Bristow have agreed not to consummate the Merger, (iii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement for

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the shares of Era Common Stock to be issued in the Merger and the authorization for listing of those shares on the NYSE, (v) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (vi) compliance of the other party with its respective covenants under the Merger Agreement in all material respects, and (vii) other customary closing conditions.

If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by October 23, 2020 (as may be extended to a date no later than January 23, 2021 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either Era or Bristow may terminate the Merger Agreement.

The Merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Era, Bristow and/or the Combined Company or that could delay, prevent or increase the costs associated with completion of the Merger.

The Merger may not be consummated until notifications under the HSR Act are submitted to the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) and the required waiting period has expired or been terminated. Era and Bristow submitted their respective Notification and Report forms under the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, 2020, Era refiled an updated Notification and Report form, thereby commencing a new thirty day waiting period, which expired on April 10, 2020 without any extension or further action by the U.S. antitrust agencies.

In addition, private parties who may be adversely affected by the Merger and individual states may bring legal action under the antitrust laws in certain circumstances. Although Bristow and Era believe the consummation of the Merger will not likely be prohibited under the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made and, if a challenge is made, what the result will be. Under the Merger Agreement, Era and Bristow have agreed to use their reasonable best efforts to avoid or eliminate each and every impediment to consummation of the transaction under any applicable law that may be asserted by any governmental entity and to obtain all regulatory clearances or observe all regulatory review periods necessary to consummate the Merger and the transactions contemplated by the Merger Agreement as soon as commercially practicable so as to enable the closing to occur as soon as reasonably possible (and in any event, not later than the End Date).

In addition, in order to consummate the Merger, Era and Bristow may be required to comply with conditions, terms, obligations or restrictions imposed by governmental entities under any antitrust law, including divestitures, and such conditions, terms, obligations or restrictions may have the effect of delaying consummation of the Merger, imposing additional material costs on or materially limiting the revenue of the Combined Company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Combined Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger. Notwithstanding any of the foregoing, Era and Bristow will not be obligated to negotiate, commit to or effect any action that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era and Bristow, or their respective subsidiaries generating, in the aggregate, Revenues (as defined below) in an aggregate amount in excess of $10.0 million. “Revenues” as used in the immediately preceding sentence means, with respect to any asset, contract, business or product line, gross revenues associated therewith for the twelve months ended December 31, 2019.

The market price of Era Common Stock after the Merger may be affected by factors different from those currently affecting Era Common Stock.

The businesses of Era and Bristow differ in some respects and, accordingly, the results of operations of the Combined Company and the market price of Era Common Stock after the Merger may be affected by factors different from those currently affecting the independent results of operations of each of Era or Bristow, particularly given the relative sizes of Bristow and Era. For a discussion of the business of Era and of certain factors to consider in connection with the business of Era, see the documents incorporated by reference into this

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joint proxy and consent solicitation statement/prospectus and referred to under “Where You Can Find More Information,” including in particular the section titled “Risk Factors” in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. For a discussion of Bristow’s business and of certain factors to consider in connection with the business of Bristow, see the information in this “Risk Factors” section, and “Information about the Companies—Bristow,” “Management's Discussion and Ananlsyis of Bristow's Financial Condition and Results of Operations” and Bristow's audited and unaudited financial statements, each of which is included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Certain of the Bristow and Era directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders of Bristow and Era generally.

Bristow’s stockholders and Era’s stockholders should be aware that certain of Bristow’s and Era’s directors and executive officers may have interests in the Merger and have arrangements that are different from, or are in addition to, those of Bristow’s stockholders and Era’s stockholders generally. These interests and arrangements may create potential conflicts of interest. The Bristow Board and the Era Board were aware of these interests and considered these interests, among other matters, when making its decision to approve the Merger Agreement, and in recommending that, as applicable, (i) holders of Era Common Stock vote in favor of the Merger-Related Proposals and (ii) holders of Bristow Common Stock and Bristow Preferred Stock consent to the approval of the Bristow Merger Proposal.

For a more complete description of these interests, see “The Merger—Interests of Certain Persons in the Merger”.

If the Merger is not completed, Era and Bristow will have incurred substantial expenses without realizing the expected benefits of the Merger.

Each of Era and Bristow has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, as well as the costs and expenses of preparing, filing, printing and mailing this joint proxy and consent solicitation statement/prospectus and all filing and other fees paid in connection with the Merger. If the Merger is not completed, Era and Bristow would have to recognize these expenses without realizing the expected benefits of the Merger.

Era stockholders and Bristow stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

Holders of Era Common Stock currently have the right to vote on matters affecting Era, and holders of Bristow Common Stock and Bristow Preferred Stock currently have the right to vote on matters affecting Bristow. Upon the completion of the Merger, each Bristow stockholder who receives shares of Era Common Stock will become a stockholder of the Combined Company with a percentage ownership of the Combined Company with respect to such shares that is smaller than the stockholder’s current percentage ownership of Bristow. In addition, each Era stockholder’s percentage ownership of the Combined Company will be smaller than such stockholder’s current percentage ownership of Era. Immediately following the completion of the Merger former Bristow stockholders (including former holders of Bristow Preferred Stock) will own 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era Common Stock will own 23% of the outstanding shares of the Combined Company Common Stock. Because of this, Era and Bristow stockholders will have less influence on the management and policies of the Combined Company than they now have on the management and policies of Era and Bristow, respectively.

The opinions of Era’s financial advisor and of Bristow’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

Era and Bristow have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy and consent solicitation statement/prospectus. The opinions of Era’s and Bristow’s financial advisors were each based on certain facts and assumptions regarding the operations and prospects of Era and Bristow, general market and economic conditions and other factors as of the dates of such opinions. Changes in the operations and prospects of Era or Bristow, general market and economic conditions and other factors that may be beyond the control of Era or Bristow may significantly alter the value of Era or Bristow, the prices of the shares of Era Common Stock by the time the Merger is completed or the future price at which Era Common Stock trades. The opinions do not speak as of the time the Merger will be completed or as of any date other than

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the date of such opinions. Because Era and Bristow do not currently anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the Aggregate Merger Consideration from a financial point of view at the time an Era stockholder or Bristow stockholder votes or consents, as applicable, or at the time the Merger is completed. However, the Era Board’s recommendation that Era stockholders vote “FOR” the Stock Issuance Proposal, and the Bristow Board’s recommendation that holders of Bristow Common Stock and Bristow Preferred Stock “CONSENT” to the Bristow Merger Proposal, are made as of the date of this joint proxy and consent solicitation statement/prospectus. For descriptions of the opinions that Era and Bristow received from their respective financial advisors, please refer to “The Merger—Opinion of Era’s Financial Advisor.”

The unaudited pro forma condensed combined financial information included in this joint proxy and consent solicitation statement/prospectus is preliminary and the actual financial condition and results of operations of the Combined Company after the Merger may differ materially.

The unaudited pro forma financial information included in this joint proxy and consent solicitation statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial position or results of operations would have been had the Merger and Bristow’s emergence from the Chapter 11 Cases been completed on the date(s) indicated. The preparation of the unaudited pro forma financial information is based upon available information and certain assumptions and estimates that Era and Bristow currently believe are reasonable. For instance, the unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to Era’s net assets, as Bristow is considered to be the accounting acquirer in the Merger. The purchase price allocation reflected in this joint proxy and consent solicitation statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Era as of the date of the completion of the Merger. In addition, following the completion of the Merger, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy and consent solicitation statement/prospectus. The unaudited pro forma financial information also does not consider any potential impacts of current market conditions, including the impact of the COVID-19 pandemic and the recent decrease in oil prices, on revenues, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. See “Unaudited Pro Forma Condensed Combined Consolidated Financial Information”.

The shares of Era Common Stock that Bristow stockholders will receive as a result of the Merger will have different rights from shares of Bristow Common Stock and Bristow Preferred Stock.

The rights associated with Bristow Common Stock and Bristow Preferred Stock are different from the rights associated with Era Common Stock. For a discussion of the different rights associated with Era Common Stock, see “Comparison of Stockholder Rights”.

Era expects to assume substantial additional indebtedness in connection with the Merger and may not be able to meet its substantial debt service requirements.

As of December 31, 2019, Era’s indebtedness consisted of $144.1 million aggregate principal amount of its 7.750% senior unsecured notes due 2022 and $18.3 million of aggregate indebtedness outstanding under two promissory notes. In addition, as of that date, Era had the ability to borrow up to $124.3 million under its revolving credit facility. Era intends to assume substantial additional indebtedness in connection with the Merger.

Upon the completion of the Merger, the Combined Company is expected to have an aggregate of $730 million of indebtedness, including $144 million aggregate principal amount of Era’s Senior Unsecured Notes, as well as a number of Bristow’s and its subsidiaries’ debt facilities that will remain in place after the Merger that are described under “Management's Discussion and Analysis of Bristow’s Financial Condition and Results of Operations” and Bristow’s audited and unaudited financial statements, elsewhere in this joint proxy and consent solicitation statement/prospectus.

Bristow has repaid a portion of its 2019 Term Loan with the proceeds from Bristow’s H225 sale, and prior to the completion of the Merger, Bristow expects to repay the remaining portion of its 2019 Term Loan in full with cash on hand. Additionally, Era’s $125 million Senior Secured Revolver will be terminated as a result of the

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Merger. Following the Merger, the Combined Company is expected to have access to Bristow’s ABL Facility (as defined herein), which is expected to be increased from $75 million to $112.5 million. We cannot assure you that the Combined Company will have access to such ABL Facility or that such ABL Facility will be increased.

If the Combined Company is unable to generate sufficient funds to meet its obligations or the debt assumed by the Combined Company in connection with the Merger otherwise becomes due and payable, whether as a result of the COVID-19 pandemic or otherwise, the Combined Company may be required to refinance, restructure, or otherwise amend some or all of such obligations, sell assets, or raise additional cash through the sale of its equity. Era and Bristow cannot make any assurances that they would be able to obtain such refinancing on terms as favorable as its current anticipated financing or that such restructuring activities, sales of assets, or issuances of equity can be accomplished or, if accomplished, would raise sufficient funds to meet these obligations.

Bristow and Era may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims could result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Era’s and Bristow’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect Era’s and Bristow’s respective business, financial position and results of operations.

Risks Related to the Proposed Reverse Stock Split

The proposed Reverse Stock Split may not increase the Combined Company’s stock price over the long-term.

The principal purpose of the proposed Reverse Stock Split, if effected, would be to increase the per-share market price of Era Common Stock. While it is expected that the reduction in the number of outstanding shares of Era Common Stock resulting from the Reverse Stock Split would proportionally increase the market price of Era Common Stock, it cannot be assured that the Reverse Stock Split will increase the market price of Era Common Stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of Era Common Stock, which is dependent upon many factors, including the Combined Company’s business and financial performance, general market conditions and prospects for future success. Thus, while the stock price of the Combined Company might meet the continued listing requirements for the NYSE or other national securities exchanges initially, there is no assurance that it would continue to do so.

The proposed Reverse Stock Split may decrease the liquidity of the Combined Company common stock.

Although the Era Board believes that the anticipated increase in the market price of the Combined Company’s common stock could encourage interest in its common stock and possibly promote greater liquidity for its stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the proposed Reverse Stock Split. The reduction in the number of outstanding shares may lead to reduced trading and a smaller number of market makers for Era Common Stock.

The proposed Reverse Stock Split may lead to a decrease in the Combined Company’s overall market capitalization.

Should the market price of the Combined Company’s common stock decline after the proposed Reverse Stock Split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the proposed Reverse Stock Split. A reverse stock split may be viewed negatively by the market and, consequently, can lead to a decrease in the Combined Company’s overall market capitalization. If the per share market price does not increase in proportion to the proposed Reverse Stock Split ratio, then the value of the Combined Company, as measured by its stock capitalization, will be reduced. In some cases, the per-share stock price of companies that have effected reverse stock splits subsequently declined back to pre-reverse split levels, and accordingly, it cannot be assured that the total market value of Era Common Stock will remain the same after the proposed Reverse Stock Split is effected, or that the proposed Reverse Stock Split will not have an adverse effect on the stock price of Era Common Stock due to the reduced number of shares outstanding after the proposed Reverse Stock Split.

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Risks Related to Era and Bristow

Risk factors set forth in Era’s Annual Report on Form 10-K for the year ended December 31, 2019, are filed with the SEC and are incorporated by reference into this joint proxy and consent solicitation statement/prospectus.

The coronavirus (COVID-19) pandemic and supply decisions by Saudi Arabia and Russia have resulted in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for Era’s and Bristow’s services.

Beginning in February 2020, oil prices have experienced record declines and are currently at record low levels in response to dramatic supply and demand uncertainty caused by (i) the coronavirus pandemic that began in early 2020, caused by coronavirus disease COVID-19 (“COVID-19”), which has significantly reduced global and national economic activity, resulting in a significant decline in the price of and demand for oil and (ii) supply decisions principally by Russia and Saudi Arabia resulting in failure to agree on terms to maintain production limits and the ensuing influx of additional oil to an already oversupplied market. On January 23, 2020, the date the Merger Agreement was executed, Brent crude oil prices closed at a price of $62.04 per barrel. As of April 20, 2020, the NYMEX WTI oil futures price for May 2020 was -$37.63 per barrel. To the extent that the outbreak of COVID-19 continues to negatively impact demand and OPEC members and other oil exporting nations fail to implement production cuts or other actions that are sufficient to support and stabilize commodity prices, we expect there to be excess supply of oil and natural gas for a sustained period. This excess supply could, in turn, result in transportation and storage capacity constraints in the United States, or even the elimination of available storage. As a result, we cannot anticipate whether or when oil prices will return to normalized levels, and oil prices could remain at current levels or decline further for an extended period of time.

Each of Era and Bristow provide services, the demand for which is highly correlated to the price of oil and natural gas, as such prices drive capital spending decisions by both major and independent oil and gas exploration, development and production companies. As a result of the decrease in the price of oil, each of Era and Bristow may see customers demand for their services decrease, and if the price of oil remains low or decreases below its current averages, demand for each company’s or the Combined Company’s services could further decrease and the decrease could be significant.

In addition, the pandemic may affect the health of Era’s and Bristow’s workforce, and international, national and local government interventions enacted to reduce the spread of COVID-19 may render Era’s and Bristow’s employees unable to work or travel. Although Era’s and Bristow’s workforce is largely considered to be “essential” under guidance issued by the U.S. Cybersecurity and Infrastructure Security Agency, if the COVID-19 pandemic were to impact a location where Era or Bristow (or any of their key suppliers) have a high concentration of business and resources, their local workforces could be affected by the outbreak, which could also significantly disrupt their operations and decrease their ability to provide helicopter services and equipment to their customers. For instance, if an outbreak occurs among Era’s or Bristow’s pilots, technicians or other employees who must be present at operating bases, it is highly unlikely that either company, before the Merger, or the Combined Company after the Merger, will be able to find replacements while the affected employees are out.

The duration and severity of the business disruption and related financial impact from the COVID-19 pandemic cannot be reasonably estimated at this time. If the impact of the COVID-19 pandemic continues for an extended period of time, it could materially adversely affect the demand for their helicopter services and equipment or their ability to provides services, either of which could have a material adverse effect on each company’s business.

Risks Related to Bristow

The demand for Bristow’s services is substantially dependent on the level of offshore oil and gas exploration, development and production activity.

Bristow provides helicopter and fixed wing services to companies engaged in offshore oil and gas exploration, development and production activities. As a result, demand for Bristow’s services, as well as Bristow’s revenue and Bristow’s profitability, are substantially dependent on the worldwide levels of activity in offshore oil and gas exploration, development and production. These activity levels are principally affected by trends in, and expectations regarding, oil and natural gas prices, as well as the capital expenditure budgets of offshore energy companies and shifts in technology for energy exploration, development and production. The increase in U.S.

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onshore production in recent years resulting from onshore hydraulic fracturing activity and shale development has had a negative impact on the price of oil and the demand for Bristow’s services. Bristow cannot predict future exploration, development and production activity or oil and gas price movements. Historically, the prices for oil and gas and activity levels have been volatile and are subject to factors beyond Bristow’s control, such as:

• the supply of and demand for oil and gas and market expectations for such supply and demand;

• actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil producing countries to control prices or change production levels;

• increased supply of oil and gas resulting from onshore hydraulic fracturing activity and shale development;

• general economic conditions, both worldwide and in particular regions;

• governmental regulation;

• the price and availability of alternative fuels;

• weather conditions, including the impact of hurricanes and other weather-related phenomena;

• advances in exploration, development and production technology;

• the policies of various governments regarding exploration and development of their oil and gas reserves; and

• the worldwide political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East, Nigeria or other geographic areas, or further acts of terrorism in the U.K., U.S. or elsewhere.

Additionally, an increase in onshore fracking, which generally does not require use of Bristow’s services, could have an adverse effect on Bristow’s operations. If onshore fracking were to meaningfully increase globally, and if it were to drive a meaningful increase in the supply of hydrocarbons without an increase in global demand, it could potentially adversely impact oil and natural gas prices and the level of activity in Bristow’s offshore oil and gas markets and the demand for Bristow’s industrial aviation services.

Bristow’s industry is highly competitive and cyclical, with intense price competition.

The helicopter and fixed wing businesses are highly competitive throughout the world. Chartering of such aircraft is often done on the basis of competitive bidding among those providers having the necessary equipment, operational experience and resources. Factors that affect competition in Bristow’s industry include price, quality of service, operational experience, record of safety, quality and type of equipment, client relationship and professional reputation.

Bristow’s industry has historically been cyclical and is affected by the volatility of oil and gas price levels. There have been periods of high demand for Bristow’s services, followed by periods of low demand for Bristow’s services. Changes in commodity prices can have a significant effect on demand for Bristow’s services, and periods of low activity intensify price competition in the industry and often result in Bristow’s aircraft being idle for long periods of time.

Bristow has several significant competitors in the North Sea, Nigeria, the U.S. Gulf of Mexico, Australia, Canada and Brazil, and a number of smaller local competitors in other markets. Certain of Bristow’s customers have the capability to perform their own air transportation operations or give business to Bristow’s competitors should they elect to do so, which has a limiting effect on Bristow’s rates.

As a result of significant competition, Bristow must continue to provide safe and efficient service and Bristow must continue to evolve Bristow’s technology or Bristow will lose market share, which could have a material adverse effect on Bristow’s business, financial condition and results of operations due to the loss of a significant number of Bristow’s customers or termination of a significant number of Bristow’s contracts.

Bristow depends on a small number of large offshore energy industry customers for a significant portion of Bristow’s revenue.

Bristow derives a significant amount of its revenue from a small number of offshore energy companies. Bristow’s loss of one of these significant customers, if not offset by sales to new or other existing customers,

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could have a material adverse effect on Bristow’s business, financial condition and results of operations. See “Information about Bristow—Bristow’s Business” beginning on page 144.

Bristow’s contracts often can be terminated or downsized by Bristow’s customers without penalty.

Many of Bristow’s fixed-term contracts contain provisions permitting early termination by the client at their convenience, generally without penalty, and with limited notice requirements. In addition, many of Bristow’s contracts permit Bristow’s customers to decrease the number of aircraft under contract with a corresponding decrease in the fixed monthly payments without penalty. As a result, you should not place undue reliance on the strength of Bristow’s client contracts or the terms of those contracts.

Bristow’s U.K. SAR contract can be terminated and is subject to certain other rights of the DfT.

Bristow’s U.K. SAR contract allows the U.K. Department for Transport (“DfT”) to cancel the contract for any reason upon notice and payment of a specified cancellation fee based on the number of bases reduced as a result of the exercise and the timing of the exercise. Prior to any cancellation or termination of the contract, the DfT may also invite tenders to award a contract for the SAR services Bristow provides to a replacement contractor. Additionally, the U.K. SAR contract grants the DfT the option to require it to transfer to the DfT, at termination or expiration, either the lease or the ownership of some or all of the helicopters that service the U.K. SAR contract. The DfT may alternatively require that Bristow or the owner, as the case may be, transfer the lease or ownership of the helicopters to any replacement service provider. If the DfT wishes to transfer ownership it must pay a specified option exercise fee based on the value of the helicopters. If the DfT wishes to transfer the lease it does not have to pay an option exercise fee. Bristow currently leases a significant number of the aircraft that service the U.K. SAR contract. Although Bristow is entitled to some compensation for termination or early expiration if Bristow is not at fault, termination or early expiration of the U.K. SAR contract would result in a significant loss of expected revenue. Additionally, Bristow does not have the right to transfer the ground facilities supporting the U.K. SAR contract to the replacement service provider. If alternative long-term uses were not identified for these facilities, Bristow could incur recurring fixed expenses for these recently acquired, non-revenue producing assets if Bristow was unable to sell them to a replacement contractor or other party in the event the U.K. SAR contract is terminated.

Bristow’s customers may shift risk to us.

Bristow gives to and receives from its customers indemnities relating to damages caused or sustained by it in connection with Bristow’s operations. Bristow’s customers’ changing views on risk allocation together with deteriorating market conditions could force it to accept greater risk to win new business, retain renewing business or could result in it losing business if Bristow is not prepared to take such risks. To the extent that Bristow accepts such additional risk, and seek to insure against it, if possible, Bristow’s insurance premiums could rise. If Bristow cannot insure against such risks or otherwise choose not to do so, Bristow could be exposed to catastrophic losses in the event such risks are realized.

Bristow may not be able to obtain client contracts with acceptable terms covering some of Bristow’s new helicopters, and some of Bristow’s new helicopters may replace existing helicopters already under contract, which could adversely affect the utilization of Bristow’s existing fleet.

Any new helicopters Bristow orders may not be covered by client contracts when they are delivered to us, and Bristow cannot assure you as to when it will be able to utilize these new helicopters or on what terms. To the extent Bristow’s helicopters are covered by a client contract when they are delivered to us, some of these contracts may be for a short term, requiring it to seek renewals more frequently. Alternatively, Bristow expects that some of its customers may request new helicopters in lieu of Bristow’s existing helicopters, which could adversely affect the utilization of Bristow’s existing fleet.

Reductions in spending on industrial aviation services by government agencies could lead to modifications of SAR contract terms or delays in receiving payments, which could adversely impact Bristow’s business, financial condition and results of operations.

Any reductions in the budgets of government agencies for spending on industrial aviation services, implementation of cost saving measures by government agencies, including the DfT, imposed modifications of contract terms or delays in collecting receivables owed to it by Bristow’s government agency customers could have an adverse effect on Bristow’s business, financial condition and results of operations.

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In addition, there are inherent risks in contracting with government agencies. Applicable laws and regulations in the countries in which Bristow operates may enable Bristow’s government agency customers to (i) terminate contracts for convenience, (ii) reduce, modify or cancel contracts or subcontracts if requirements or budgetary constraints change, or (iii) terminate contracts or adjust their terms.

Bristow’s fixed operating expenses and long-term contracts with customers could adversely affect Bristow’s business under certain circumstances.

Bristow’s profitability is directly related to demand for its services. Because of the significant expenses related to aircraft financing and leasing, crew wages and benefits, and insurance and maintenance programs, a substantial portion of Bristow’s operating expenses are fixed and must be paid even when aircraft are not actively servicing customers and thereby generating revenue. A decrease in Bristow’s revenue could therefore result in a disproportionate decrease in its earnings, as a substantial portion of Bristow’s operating expense would remain unchanged. Similarly, the discontinuation of any rebates, discounts or preferential financing terms offered to Bristow by manufacturers, lenders or lessors could have the effect of increasing Bristow’s related expenses, and without a corresponding increase in Bristow’s revenue, could negatively impact its results of operations.

Certain of Bristow’s long-term aircraft services contracts contain price escalation terms and conditions. Although supplier costs, fuel costs, labor costs, insurance costs, and other cost increases are typically passed through to Bristow’s customers through rate increases where possible, these escalations may not be sufficient to enable Bristow to recoup increased costs in full and Bristow may not be able to realize the full benefit of contract price escalations during a market downturn. There can be no assurance that Bristow will be able to estimate costs accurately or recover increased costs by passing these costs on to Bristow’s customers. Bristow may not be successful in identifying or securing cost escalations for other costs that may escalate during the applicable client contract term. In the event that Bristow is unable to fully recover material costs that escalate during the terms of its client contracts, the profitability of Bristow’s client contracts and its business, financial condition and results of operations could be materially and negatively affected.

Additionally, cost increases related to Bristow’s airline scheduled service cannot be passed on to previously purchased air passenger tickets but may be passed on partially or wholly to future purchased tickets if the rates remain competitive to other competing airlines.

Brexit could adversely affect Bristow.

In Europe, political uncertainty has created financial, legal and economic uncertainty, most recently as a result of Brexit. The United Kingdom formally exited the European Union on January 31, 2020, and is now in a transition period through December 31, 2020, with an option to extend an additional one to two years. Although the United Kingdom will remain in the European Union single market and customs union during the transition period, the long-term nature of the United Kingdom’s relationship with the European Union is unclear and there is considerable uncertainty as to when or if any agreement will be reached and implemented. The economic consequences of Brexit, including the possible repeal of open-skies agreements, could have a material adverse effect on Bristow’s business. Further, many of the structural issues facing the E.U. following the global financial crisis of 2008 and Brexit remain, and problems could resurface that could affect market conditions, and, possibly, Bristow’s business, financial results and liquidity, particularly if they lead to the exit of one or more countries from the European Monetary Union (the “EMU”) or the exit of additional countries from the E.U. If one or more countries exited the EMU, there would be significant uncertainty with respect to outstanding obligations of counterparties and debtors in any exiting country, whether sovereign or otherwise, and it would likely lead to complex and lengthy disputes and litigation. Additionally, it is possible that political events in Europe could lead to the complete dissolution of the EMU or E.U. The partial or full breakup of the EMU or E.U. would be unprecedented and its impact highly uncertain, including with respect to Bristow’s business.

Changes in the method of determining the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates.

It is expected that a number of private-sector banks currently reporting information used to set LIBOR will stop doing so after 2021 when their current reporting commitment ends, which could either cause LIBOR to stop publication immediately or cause LIBOR’s regulator to determine that its quality has degraded to the degree that it is no longer representative of its underlying market. It is unclear whether new methods of calculating LIBOR

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will be established such that it continues to exist after 2021, or whether different benchmark rates used to price indebtedness will develop. Borrowings under Bristow’s current and future indebtedness may bear interest at rates tied to LIBOR. In the future, Bristow may need to renegotiate Bristow’s existing indebtedness or incur other indebtedness, and the phase-out of LIBOR may negatively impact the terms of such indebtedness. In addition, the overall financial market may be disrupted as a result of the phase-out or replacement of LIBOR. Disruption in the financial market could have a material adverse effect on Bristow’s financial position, results of operations, and liquidity.

Bristow operates in many international areas through entities that Bristow does not control and are subject to government regulation that limits foreign ownership of aircraft companies in favor of domestic ownership.

Bristow conducts many of its international operations through entities in which it has a noncontrolling investment or through strategic alliances with foreign partners. For example, Bristow has acquired interests in, or in some cases have lease and service agreements with, entities that operate aircraft in Brazil, Canada and Egypt. Bristow provides engineering and administrative support to certain of these entities. Bristow derives significant amounts of lease revenue, service revenue, equity earnings and dividend income from these entities. In fiscal years 2019, 2018 and 2017, Bristow received approximately $48.4 million, $56.1 million and $59.1 million, respectively, of revenue from the provision of aircraft and other services to unconsolidated affiliates. As a result of not owning a majority interest or maintaining voting control of Bristow’s unconsolidated affiliates, Bristow does not have the ability to control their policies, management or affairs. The interests of persons who control these entities or partners may differ from Bristow’s and may cause such entities to take actions that are not in Bristow’s best interest. If Bristow is unable to maintain Bristow’s relationships with Bristow’s partners in these entities, Bristow could lose Bristow’s ability to operate in these areas, potentially resulting in a material adverse effect on Bristow’s business, financial condition and results of operations. Additionally, an operational incident involving one of the entities over which Bristow does not have operational control may nevertheless cause Bristow reputational harm.

Bristow is subject to governmental regulation that limits foreign ownership of aircraft companies in favor of domestic ownership. Based on regulations in various markets in which it operates, Bristow’s aircraft may be subject to deregistration and Bristow may lose its ability to operate within these countries if certain levels of local ownership are not maintained. Deregistration of Bristow’s aircraft for any reason, including foreign ownership in excess of permitted levels, could have a material adverse effect on Bristow’s ability to conduct operations within these markets. Bristow cannot assure you that there will be no changes in aviation laws, regulations or administrative requirements or the interpretations or applications thereof that could restrict or prohibit Bristow’s ability to operate in certain regions. Any such restriction or prohibition on Bristow’s ability to operate may have a material adverse effect on Bristow’s business, financial condition and results of operations. See “Information about Bristow—Bristow’s Business” beginning on page 144.

Bristow’s operations involve a degree of inherent risk that may not be covered by Bristow’s insurance and may increase Bristow’s operating costs.

The operation of helicopters and fixed wing aircraft inherently involves a degree of risk. Hazards such as harsh weather and marine conditions, mechanical failures, facility fires and spare parts damage, pandemic outbreaks, crashes and collisions are inherent in Bristow’s business and may result in personal injury, loss of life, damage to property and equipment, suspension or reduction of operations, reduced number of flight hours and the grounding of such aircraft or insufficient ground facilities or spare parts to support operations. In addition to any loss of property or life, Bristow’s revenue, profitability and margins could be materially affected by an accident or asset damage.

Bristow, or third parties operating Bristow’s aircraft, may experience accidents or damage to Bristow’s assets in the future. These risks could endanger the safety of both Bristow’s own and Bristow’s customers’ personnel, equipment, cargo and other property, as well as the environment. If any of these events were to occur with equipment or other assets that Bristow needs to operate or lease to third parties, Bristow could experience loss of revenue, termination of charter contracts, higher insurance rates, and damage to Bristow’s reputation and client relationships. In addition, to the extent an accident occurs with aircraft Bristow operates or to assets supporting operations, Bristow could be held liable for resulting damages. Even where losses or liability for damages is covered by insurance, Bristow may incur deductibles and additional insurance premiums. The lack of sufficient insurance for an incident or accident could have a material adverse effect on Bristow’s operations and financial condition.

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Certain models of aircraft that Bristow operates have also experienced accidents while operated by third parties. On April 29, 2016, an incident occurred with an Airbus Helicopters EC225LP (also known as an “H225”) model helicopter operated by another helicopter company, which resulted in the loss of life for eleven passengers and two crew members in Norway. This incident resulted in the civil aviation authorities in the U.K. and Norway issuing safety directives that required the operators to suspend commercial operations of the affected aircraft pending determination of the root cause. Although the civil aviation authorities have since issued a safety directive providing for return to service, Bristow’s H225 fleet of 16 aircraft remains grounded globally as a result of this incident and are not expected to return to service. If other operators experience accidents with aircraft models that Bristow operates or leases, obligating Bristow to take such aircraft out of service until the cause of the accident is rectified, Bristow could lose revenue and customers. In addition, safety issues experienced by a particular model of aircraft could result in customers refusing to use that particular aircraft model or a regulatory body grounding that particular aircraft model. The value of the aircraft model might also be permanently reduced in the market if the model were to be considered less desirable for future service and the inventory for such aircraft may be impaired.

Bristow attempts to protect itself against financial losses and damage by carrying insurance, including hull and liability, general liability, workers’ compensation, and property and casualty insurance. Bristow’s insurance coverage is subject to deductibles and maximum coverage amounts, and Bristow does not carry insurance against all types of losses, including business interruption. Bristow cannot assure you that Bristow’s existing coverage will be sufficient to protect against all losses, that Bristow will be able to maintain Bristow’s existing coverage in the future or that the premiums will not increase substantially. In addition, future terrorist activity, risks of war, accidents or other events could increase Bristow’s insurance premiums. The loss of Bristow’s liability insurance coverage, inadequate coverage from Bristow’s liability insurance or substantial increases in future premiums could have a material adverse effect on Bristow’s business, financial condition and results of operations.

Failure to maintain standards of acceptable safety performance may have an adverse impact on Bristow’s ability to attract and retain customers and could adversely impact Bristow’s reputation, operations and financial performance.

Bristow’s customers consider safety and reliability as two of the primary attributes when selecting a provider of air transportation services. If Bristow fails to maintain standards of safety and reliability that are satisfactory to Bristow’s customers, Bristow’s ability to retain current customers and attract new customers may be adversely affected. Accidents or disasters could impact client or passenger confidence in a particular fleet type, Bristow or the air transportation services industry as a whole and could lead to a reduction in client contracts, particularly if such accidents or disasters were due to a safety fault in a type of aircraft used in Bristow’s fleet. In addition, the loss of aircraft as a result of accidents could cause significant adverse publicity and the interruption of air services to Bristow’s customers, which could adversely impact Bristow’s reputation, operations and financial results. Bristow’s aircraft have been involved in accidents in the past, some of which have included loss of life and property damage. Bristow may experience similar accidents in the future.

Bristow’s diversification efforts into other industrial aviation services such as fixed wing, SAR, and unmanned aerial vehicle services may prove unsuccessful.

Bristow’s business has traditionally been significantly dependent upon the level of offshore oil and gas exploration, development and production activity. Although Bristow has diversified with the award for the provision of SAR services in the U.K. and investment in Airnorth, the effect of the downturn in the oil and gas industry has nevertheless negatively impacted Bristow’s financial results and could continue to negatively impact Bristow’s financial results in future periods. While diversification into other industrial aviation services is intended over the long term to grow the business and offset the cyclical nature of the underlying oil and gas business, Bristow cannot be certain that diversification benefits associated with those lines of business will be realized at any point.

Bristow’s operations in certain regions of the world are subject to additional risks.

Operations in certain regions are subject to various risks inherent in conducting business in international locations, including:

• political, social and economic instability, including risks of war, general strikes and civil disturbances;

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• physical and economic retribution directed at U.S. and foreign companies and personnel;

• governmental actions that restrict payments or the movement of funds or result in the deprivation of contract rights;

• violations of Bristow’s Code of Business Conduct and Ethics;

• adverse tax consequences;

• fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for Bristow’s services and Bristow’s profitability;

• potential noncompliance with a wide variety of laws and regulations, such as the Foreign Corrupt Practices Act (the “FCPA”), and similar non-U.S. laws and regulations, including the U.K. Bribery Act and Brazil’s Clean Companies Act (the “BCCA”);

• the taking of property without fair compensation; and

• the lack of well-developed legal systems in some countries that could make it difficult for Bristow to enforce its contractual rights.

Historically, there has been continuing political and social unrest in Nigeria, where Bristow derived 12%, 14% and 15% of Bristow’s gross revenue during fiscal years 2019, 2018 and 2017, respectively. In 2015, there was a change in the leadership in Nigeria. The current leadership is facing numerous challenges which, if not addressed, may cause political or social unrest and result in a lack of demand for Bristow’s services in Nigeria and safety risks for Bristow’s operations and Bristow’s people. Bristow’s operations in Nigeria are subject to the Nigerian Oil and Gas Industry Content Development Act, 2010 (the “Nigerian Content Development Act”), which requires that oil and gas contracts be awarded to a company that is seen or perceived to have more “local content” than a “foreign” competitor. Additionally, the Nigerian Content Development Act allows the monitoring board to penalize companies that do not meet these local content requirements up to 5% of the value of the contract. In addition, the passage of the Nigerian Petroleum Industry Bill could lead to further uncertainty in demand in the region. Future unrest or legislation in Nigeria or Bristow’s other operating regions could adversely affect Bristow’s business, financial condition and results of operations in those regions. Bristow cannot predict whether any of these events will continue to occur in Nigeria or occur elsewhere in the future.

Bristow is highly dependent upon the level of activity in the North Sea and to a lesser extent the U.S. Gulf of Mexico, which are mature exploration and production regions.

In fiscal years 2019, 2018 and 2017, approximately 65%, 62% and 58%, respectively, of Bristow’s gross revenue was derived from industrial aviation services provided to oil and gas customers operating in the North Sea and the U.S. Gulf of Mexico. The North Sea and the U.S. Gulf of Mexico are mature exploration and production regions that have undergone substantial seismic survey and exploration activity for many years. Because a large number of oil and gas properties in these regions have already been drilled, additional prospects of sufficient size and quality (including projected costs permitting economic development, given anticipated hydrocarbon prices) could be more difficult to identify. The ability of Bristow’s customers to produce sufficient quantities to support the costs of exploration in different basins could impact the level of future activity in these regions. Generally, the production from these drilled oil and gas properties is declining. In the future, production may decline to the point that such properties are no longer economic to operate, in which case, Bristow’s services with respect to such properties will no longer be needed. Oil and gas companies may not identify sufficient additional drilling sites to replace those that become depleted. In addition, the U.S. government’s exercise of authority under the Outer Continental Shelf Lands Act, as amended, to restrict the availability of offshore oil and gas leases together with the U.K. government’s exercise of authority could adversely impact exploration and production activity in the U.S. Gulf of Mexico and the U.K. North Sea, respectively.

If activity in oil and gas exploration, development and production in either the U.S. Gulf of Mexico or the North Sea materially declines, Bristow’s business, financial condition and results of operations could be materially and adversely affected. Bristow cannot predict the levels of activity in these areas.

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Bristow is exposed to credit risk of Bristow’s counterparties.

Bristow is exposed to credit risk on Bristow’s financial investments, which depends on the ability of Bristow’s counterparties to fulfill their obligations to us. Bristow manages credit risk by entering into arrangements with established counterparties and through the establishment of credit policies and limits, which are applied in the selection of counterparties.

Credit risk on financial instruments arises from the potential for counterparties to default on their contractual obligations and is limited to those contracts on which Bristow would incur a loss in replacing the instrument. Bristow monitors Bristow’s concentration risk with counterparties on an ongoing basis. The carrying amount of financial assets represents the maximum credit exposure for financial assets.

Credit risk arises on Bristow’s trade receivables from the unexpected loss in cash and earnings when a client cannot meet its obligation to Bristow or when the value of any security provided declines. To mitigate trade credit risk, Bristow has developed credit policies that include the review, approval and monitoring of new customers, annual credit evaluations and credit limits. There can be no assurance that Bristow’s risk mitigation strategies will be effective and that credit risk will not adversely affect Bristow’s financial condition and results of operations.

In addition, the majority of Bristow’s customers are engaged in oil and gas production, exploration and development. For fiscal year 2019, Bristow generated approximately 67% of Bristow’s consolidated operating revenue from external customers from oil and gas operations. This concentration could impact Bristow’s overall exposure to credit risk because changes in economic and industry conditions that adversely affect the oil and gas industry could affect the credit worthiness of many of Bristow’s customers. Bristow generally does not require letters of credit or other collateral to support Bristow’s trade receivables. Accordingly, a continued or additional downturn in the economic condition of the oil and gas industry could adversely impact Bristow’s ability to collect Bristow’s receivables and thus impact Bristow’s business, financial condition and results of operations.

Bristow’s failure to dispose of aircraft through sales into the aftermarket could adversely affect us.

The management of Bristow’s global aircraft fleet involves a careful evaluation of the expected demand for Bristow’s services across global markets, including the type of aircraft needed to meet this demand. As offshore oil and gas drilling and production globally moves to deeper water, more medium and large aircraft and newer technology aircraft may be required. During a downturn in the oil and gas industry or as older aircraft models come off of current contracts and are replaced by new aircraft, Bristow’s management evaluates Bristow’s future needs for these aircraft models and ultimately the ability to recover Bristow’s remaining investments in these aircraft through sales into the aftermarket. Bristow depreciates its aircraft over their expected useful life to the expected salvage value to be received for the aircraft at the end of that life. However, depending on the market for aircraft, Bristow may record gains or losses on aircraft sales. In certain instances where a cash return can be made on newer aircraft in excess of the expected return available through the provision of Bristow’s services, Bristow may sell newer aircraft. The number of aircraft sales and the amount of gains and losses recorded on these sales depends on a wide variety of factors and is inherently unpredictable. A significant return of aircraft by Bristow or its competitors into an already oversupplied market could undermine Bristow’s ability to dispose of Bristow’s aircraft and could have a material adverse effect on Bristow’s business, financial condition and results of operations.

Changes in effective tax rates, taxation of Bristow’s foreign subsidiaries or adverse outcomes resulting from examination of Bristow’s tax returns could adversely affect Bristow’s business, financial condition and results of operations.

Bristow’s future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally, or the interpretation or application thereof. From time to time, the U.S. Congress and foreign, state and local governments consider legislation that could increase Bristow’s effective tax rate or the effective tax rates of Bristow’s consolidated affiliates. Bristow cannot determine whether, or in what form, legislation will ultimately be enacted or what the impact of any such legislation could have on Bristow’s profitability. If these or other changes to tax laws are enacted, Bristow’s profitability could be negatively impacted.

Bristow’s future effective tax rates could also be adversely affected by changes in the valuation of Bristow’s deferred tax assets and liabilities, changes in the mix of earnings in countries with differing statutory tax rates,

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the ultimate repatriation of earnings from foreign subsidiaries to the U.S., or by changes in tax treaties, regulations, accounting principles or interpretations thereof in one or more countries in which Bristow operates. In addition, Bristow is subject to the potential examination of Bristow’s income tax returns by the Internal Revenue Service (the “IRS”) and other tax authorities where Bristow files tax returns. Bristow regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of Bristow’s provision for income taxes. There can be no assurance that such examinations will not have a material adverse effect on Bristow’s business, financial condition and results of operations.

Foreign exchange risks and controls may affect Bristow’s financial position and results of operations.

Through Bristow’s operations outside the U.S., Bristow is exposed to foreign currency fluctuations and exchange rate risks. As a result, a strong U.S. dollar may increase the local cost of Bristow’s services that are provided under U.S. dollar-denominated contracts, which may reduce the demand for Bristow’s services in foreign countries.

Because Bristow maintains its financial statements in U.S. dollars, Bristow’s financial results are vulnerable to fluctuations in the exchange rate between the U.S. dollar and foreign currencies, such as the British pound sterling, Australian dollar, euro, Norwegian kroner and Nigerian naira. In preparing Bristow’s financial statements, Bristow must convert all non-U.S. dollar results to U.S. dollars. The effect of foreign currency translation impacts Bristow’s results of operations as a result of the translation of non-U.S. dollar results and is reflected as a component of stockholders’ investment, while the revaluation of certain monetary foreign currency transactions is credited or charged to income and reflected in other income (expense), net. Additionally, Bristow’s earnings from unconsolidated affiliates, net of losses, are affected by the impact of changes in foreign currency exchange rates on the reported results of Bristow’s unconsolidated affiliates, primarily the impact of changes in the Brazilian real and the U.S. dollar exchange rate on results for Bristow’s affiliate in Brazil. Changes in exchange rates could cause significant changes in Bristow’s financial position and results of operations in the future.

Bristow operates in countries with foreign exchange controls including Brazil, Egypt, Nigeria, Russia and Turkmenistan. These controls may limit Bristow’s ability to repatriate funds from Bristow’s international operations and unconsolidated affiliates or otherwise convert local currencies into U.S. dollars. These limitations could adversely affect Bristow’s ability to access cash from these operations.

Bristow’s dependence on a small number of helicopter manufacturers and lessors poses a significant risk to Bristow’s business and prospects, including when Bristow seeks to grow its business.

Bristow contracts with a small number of manufacturers and lessors for most of Bristow’s aircraft expansion, replacement and leasing needs. If any of the manufacturers face production delays due to, for example, natural disasters, labor strikes or availability of skilled labor, Bristow may experience a significant delay in the delivery of previously ordered aircraft. During these periods, Bristow may not be able to obtain orders for additional aircraft with acceptable pricing, delivery dates or other terms. Also, Bristow has operating leases for many of Bristow’s helicopters. The number of companies that provide leasing for helicopters is limited. If any of these leasing companies face financial setbacks, Bristow may experience delays or restrictions in Bristow’s ability to lease aircraft. Delivery delays or Bristow’s inability to obtain acceptable aircraft orders or lease aircraft could adversely affect Bristow’s revenue and profitability and could jeopardize Bristow’s ability to meet the demands of Bristow’s customers and grow Bristow’s business. For example, Bristow’s efforts to successfully integrate AW189 aircraft into service for the U.K. SAR contract were delayed due to a product improvement plan with the aircraft. As a result, the original acceptance of four AW189 aircraft was pushed to later dates. Additionally, lack of availability of new aircraft resulting from a backlog in orders could result in an increase in prices for certain types of new and used helicopters.

If any of the helicopter manufacturers Bristow contracts with, the government bodies that regulate them or other parties identify safety issues with helicopter models Bristow currently operates or that Bristow intends to acquire, Bristow may be required to suspend flight operations, as was done with the H225LP aircraft. If Bristow is forced to suspend operations of helicopter models, Bristow’s business, financial condition and results of operations during any period in which flight operations are suspended could be affected.

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A shortfall in availability of aircraft components and parts required for maintenance and repairs of Bristow’s helicopter and fixed wing aircraft and supplier cost increases could adversely affect us.

In connection with the required maintenance and repairs performed on Bristow’s aircraft in order for them to stay fully operational and available for use in Bristow’s operations, Bristow relies on a few key vendors for the supply and overhaul of components fitted to Bristow’s aircraft. These vendors have historically worked at or near full capacity supporting the aircraft production lines and the maintenance requirements of various government and civilian aircraft operators that may also operate at or near capacity in certain industries, including operators such as Bristow who support the energy industry. Such conditions can result in backlogs in manufacturing schedules and some parts being in limited supply from time to time, which could have an adverse impact upon Bristow’s ability to maintain and repair Bristow’s aircraft. To the extent that these suppliers also supply parts for aircraft used by governments in military operations, parts delivery for Bristow’s aircraft may be delayed. Bristow’s inability to perform timely maintenance and repairs can result in Bristow’s aircraft being underutilized, which could have an adverse impact on Bristow’s operating results and financial condition. Furthermore, Bristow’s operations in remote locations, where delivery of these components and parts could take a significant period of time, may also impact Bristow’s ability to maintain and repair Bristow’s aircraft. While every effort is made to mitigate such impact, this may pose a risk to Bristow’s operating results. Additionally, supplier cost increases for critical aircraft components and parts also pose a risk to Bristow’s operating results. Cost increases for contracted services are passed through to Bristow’s customers through rate increases where possible, including as a component of contract escalation charges. However, as certain of Bristow’s contracts are long-term in nature, cost increases may not be adjusted in Bristow’s contract rates until the contracts are up for renewal.

Additionally, operation of a global fleet of aircraft requires Bristow to carry spare parts inventory across its global operations to perform scheduled and unscheduled maintenance activity. Changes in the aircraft model types of Bristow’s fleet or the timing of exits from model types can result in inventory levels in excess of those required to support the fleet over the remaining life of the fleet. Additionally, other parts may become obsolete or dormant given changes in use of parts on aircraft and maintenance needs. These fleet changes or other external factors can result in impairment of inventory balances where Bristow expects that excess, dormant or obsolete inventory will not recover its carrying value through sales to third parties or disposal.

Bristow’s future growth depends significantly on the level of international oil and gas activity.

Bristow’s future growth will depend significantly on Bristow’s ability to grow in Bristow’s core markets and expand into international markets. Expansion of Bristow’s business depends on Bristow’s ability to operate in these other regions.

Expansion of Bristow’s business may be adversely affected by:

• local regulations restricting foreign ownership of helicopter operators;

• requirements to award contracts to local operators; and

• the number and location of new drilling concessions granted by foreign governments.

Bristow cannot predict the restrictions or requirements that may be imposed in the countries in which it operates. If Bristow is unable to continue to operate or retain contracts in international markets, Bristow’s operations may not grow, and Bristow’s future business, financial condition and results of operations may be adversely affected.

Bristow’s failure to attract and retain qualified personnel could have an adverse effect on Bristow

Loss of the services of key management personnel at Bristow’s corporate and regional headquarters without being able to attract personnel of equal ability could have a material adverse effect upon us. Further, Title 49 – Transportation of the United States Code of Federal Regulations and other statutes require Bristow’s President and two-thirds of The Bristow Board and other managing officers be U.S. citizens. Bristow’s failure to attract and retain qualified executive personnel or for such executive personnel to work well together or as effective leaders in their respective areas of responsibility could have a material adverse effect on Bristow’s current business and future growth.

Bristow’s ability to attract and retain qualified pilots, mechanics and other highly trained personnel is an important factor in determining Bristow’s future success. For example, many of Bristow’s customers require pilots with very high levels of flight experience. The market for these experienced and highly-trained personnel

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is competitive and may become more competitive. Accordingly, Bristow cannot assure you that Bristow will be successful in Bristow’s efforts to attract and retain such personnel. Some of Bristow’s pilots, mechanics and other personnel, as well as those of Bristow’s competitors, are members of military reserves who have been, or could be, called to active duty. If significant numbers of such personnel are called to active duty, it could reduce the supply of such workers and likely increase Bristow’s labor costs. Additionally, the addition of new aircraft types to Bristow’s fleet or a sudden change in demand for a specific aircraft type, as happened with the Sikorsky S-92 aircraft type in response to the H225 grounding, may require Bristow to retain additional pilots, mechanics and other flight-related personnel.

A number of personnel departed Bristow during the current oil and gas industry downturn, and Bristow may be unable to take advantage of current opportunities with Bristow’s reduced workforce. Bristow also may be unable to timely replace such personnel when the industry emerges from the current downturn.

These risks became heightened during the Chapter 11 Cases. Bristow’s failure to attract and retain qualified personnel could have a material adverse effect on Bristow’s current business and future growth.

Labor problems could adversely affect Bristow.

Certain of Bristow’s employees in the U.K., Norway, Nigeria, the U.S. and Australia (collectively, about 57% of Bristow’s employees) are represented under collective bargaining or union agreements with 78% of these employees being represented by collective bargaining agreements and/or unions that have expired or will expire in one year. Disputes over the terms of these agreements or Bristow’s potential inability to negotiate acceptable contracts with the unions that represent Bristow’s employees under these agreements could result in strikes, work stoppages or other slowdowns by the affected workers. Periodically, certain groups of Bristow’s employees who are not covered under a collective bargaining agreement consider entering into such an agreement. Further, if Bristow’s unionized workers engage in an extended strike, work stoppage or other slowdown, other employees elect to become unionized, existing labor agreements are renegotiated, or future labor agreements contain terms that are unfavorable to us, Bristow could experience a disruption of Bristow’s operations or higher ongoing labor costs, which could adversely affect Bristow’s business, financial condition and results of operations.

Bristow’s operations are subject to weather-related and seasonal fluctuations.

Bristow’s operations can be impaired by harsh weather conditions. Poor visibility, high wind, heavy precipitation, sandstorms and volcanic ash can affect the operation of helicopters and fixed wing aircraft and result in a reduced number of flight hours. A significant portion of Bristow’s operating revenue is dependent on actual flight hours, and a substantial portion of Bristow’s direct cost is fixed. Thus, prolonged periods of harsh weather can have a material adverse effect on Bristow’s business, financial condition and results of operations. In addition, severe weather patterns, including those resulting from climate change, could affect the operation of helicopters and fixed wing aircraft and result in a reduced number of flight hours, which may have a material adverse effect on Bristow’s business, financial condition and results of operations.

The fall and winter months have fewer hours of daylight, particularly in the North Sea and Canada. While some of Bristow’s helicopters are equipped to fly at night, Bristow generally does not do so. In addition, drilling activity in the North Sea and Canada is lower during the winter months than the rest of the year. Anticipation of harsh weather during this period causes many oil and gas companies to limit activity during the winter months. Consequently, flight hours are generally lower during these periods, typically resulting in a reduction in operating revenue during those months. Accordingly, Bristow’s reduced ability to operate in harsh weather conditions and darkness may have a material adverse effect on Bristow’s business, financial condition and results of operations.

The Harmattan, a dry and dusty West African trade wind, blows in Nigeria between the end of December and the middle of February. The heavy amount of dust in the air can severely limit visibility and block the sun for several days, comparable to a heavy fog. Bristow is unable to operate aircraft during these harsh conditions. Consequently, flight hours may be lower during these periods resulting in reduced operating revenue, which may have a material adverse effect on Bristow’s business, financial condition and results of operations.

In the U.S. Gulf of Mexico, the months of December through March typically have more days of harsh weather conditions than the other months of the year. Heavy fog during those months often limits visibility and flight activity. In addition, in the Gulf of Mexico, June through November is tropical storm and hurricane season, and in Australia, November through April is cyclone season. When a weather event is about to enter or begins

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developing in these regions, helicopter flight activity may increase because of evacuations of offshore workers. However, during such an event, Bristow is unable to operate in the area of the storm. In addition, as a significant portion of Bristow’s facilities are located along the coast of these regions, extreme weather may cause substantial damage to Bristow’s property in these locations, including possibly aircraft. Additionally, Bristow incurs costs in evacuating Bristow’s aircraft, personnel and equipment prior to tropical storms, hurricanes and cyclones.

Failure to develop or implement new technologies could affect Bristow’s results of operations.

Many of the aircraft that Bristow operates are characterized by changing technology, introductions and enhancements of models of aircraft and services and shifting client demands, including technology preferences. Bristow’s future growth and financial performance will depend in part upon Bristow’s ability to develop, market and integrate new services and to accommodate the latest technological advances and client preferences. In addition, the introduction of new technologies or services that compete with Bristow’s services could result in Bristow’s revenue decreasing over time. If Bristow is unable to upgrade Bristow’s operations or fleet with the latest technological advances in a timely manner, or at all, Bristow’s business, financial condition and results of operations could suffer.

Bristow is increasingly dependent on information technology, and if Bristow is unable to protect against service interruptions, data corruption, cyberattacks or network security breaches, Bristow’s operations could be disrupted and Bristow’s business could be negatively impacted.

Bristow’s business is increasingly dependent upon information technology networks and systems to process, transmit and store electronic and financial information, to capture knowledge of Bristow’s business, and to communicate within Bristow’s company and with customers, suppliers, partners and other stakeholders. These information technology systems, some of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, cyberattacks, telecommunication failures, user errors or catastrophic events. Bristow’s information technology systems are becoming increasingly integrated on a global basis, so damage, disruption or shutdown to the system could result in a more widespread impact. If Bristow’s information technology systems suffer severe damage, disruption or shutdown, and Bristow’s business continuity plans do not effectively resolve the issues in a timely manner, Bristow could experience business disruptions and transaction errors causing a material adverse effect on Bristow’s business, financial condition and results of operations.

In addition, a breach or failure of Bristow’s information technology systems could lead to potential unauthorized access and disclosure of confidential information, including the personally identifiable information of Bristow’s customers and employees, or violations of privacy or other laws. Any such breach could also lead to data loss, data corruption, communication interruption or other operational disruptions within Bristow’s business. There is no assurance that Bristow will not experience cyberattacks or security breaches and suffer losses in the future. As the methods of cyberattacks or security breaches continue to evolve, Bristow may be required to expend additional resources to continue to modify or enhance Bristow’s protective measures or to investigate and remediate any such event. Furthermore, the continuing and evolving threat of cyberattacks and security breaches has resulted in increased regulatory focus on prevention. To the extent Bristow is subject to increased regulatory requirements, Bristow may be required to expend additional resources to meet such requirements.

Bristow’s business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy and data protection.

The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change. New laws and regulations governing data privacy and the unauthorized disclosure of confidential information, including the European Union General Data Protection Regulation, pose increasingly complex compliance challenges and potentially elevate Bristow’s costs. Any failure, or perceived failure, by Bristow to comply with applicable data protection laws could result in proceedings or actions against Bristow by governmental entities or others, subject Bristow to significant fines, penalties, judgments and negative publicity, require Bristow to change its business practices, increase the costs and complexity of compliance, and adversely affect Bristow’s business. As noted above, Bristow is also subject to the possibility of cyber incidents or attacks, which themselves may result in a violation of these laws.

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Bristow is subject to legal compliance risks.

As a global business, Bristow is subject to complex laws and regulations in the U.S., the U.K. and other countries in which it operates. These laws and regulations relate to a number of aspects of Bristow’s business, including anti-bribery and anti-corruption laws, import and export controls, sanctions against business dealings with certain countries and third parties, the payment of taxes, employment and labor relations, antitrust and fair competition, data privacy protections, securities regulation, and other regulatory requirements affecting trade and investment. The application of these laws and regulations to Bristow’s business is often unclear and may sometimes conflict. Compliance with these laws and regulations may involve significant costs or require changes in Bristow’s business practices that could result in reduced revenue and profitability. Non-compliance could also result in significant fines, damages, and other criminal sanctions against us, Bristow’s officers or Bristow’s employees, prohibitions or additional requirements on the conduct of Bristow’s business and damage Bristow’s reputation. Certain violations of law could also result in suspension or debarment from government contracts. Bristow also incurs additional legal compliance costs associated with Bristow’s global regulations. In some foreign countries, particularly those with developing economies, it may be customary for others to engage in business practices that are prohibited by laws such as the FCPA, the U.K. Bribery Act and the BCCA in Brazil, an anti-bribery law that is similar to the FCPA and U.K. Bribery Act. Although Bristow implements policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of Bristow’s employees, contractors, agents, and business partners will not take action in violation with Bristow’s internal policies. Any such violation of the law or even internal policies could have a material adverse effect on Bristow’s business, financial condition and results of operations.

Actions taken by agencies empowered to enforce governmental regulations could increase Bristow’s costs and reduce Bristow’s ability to operate successfully.

Bristow’s operations are regulated by governmental agencies in the various jurisdictions in which it operates. These agencies have jurisdiction over many aspects of Bristow’s business, including personnel, aircraft and ground facilities. Statutes and regulations in these jurisdictions also subject Bristow to various certification and reporting requirements and inspections regarding safety, training and general regulatory compliance. Other statutes and regulations in these jurisdictions regulate the offshore operations of Bristow’s customers. The agencies empowered to enforce these statutes and regulations may suspend, curtail or require Bristow to modify its operations. A suspension or substantial curtailment of Bristow’s operations for any prolonged period, and any substantial modification of Bristow’s current operations, could have a material adverse effect on Bristow’s business, financial condition and results of operations.

Adverse results of legal proceedings could materially and adversely affect Bristow’s business, financial condition and results of operations.

Bristow is currently subject to and may in the future be subject to legal proceedings and claims that arise out of the ordinary conduct of Bristow’s business. Results of legal proceedings cannot be predicted with certainty. Irrespective of merit, litigation may be both lengthy and disruptive to Bristow’s operations and could cause significant expenditure and diversion of management attention. Bristow may face significant monetary damages or injunctive relief against Bristow that could materially adversely affect a portion of its business operations or materially and adversely affect Bristow’s business, financial condition and results of operations should it not prevail in certain matters.

Negative publicity may adversely impact us.

Media coverage and public statements that insinuate improper actions by us, Bristow’s unconsolidated affiliates, or other companies in Bristow’s industry, regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation or governmental investigations by regulators. Specifically, accidents involving any aircraft operated by Bristow or a third-party operator could cause substantial adverse publicity affecting Bristow specifically or its industry generally and could lead to the perception that Bristow’s aircraft are not safe or reliable.

Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources. Negative publicity may have an adverse impact on Bristow’s reputation, the morale of Bristow’s employees and the willingness of passengers to fly on Bristow’s aircraft and those of Bristow’s competitors, which could adversely affect Bristow’s business, financial condition and results of operations.

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Environmental regulations and liabilities may increase Bristow’s costs and adversely affect us.

Bristow’s operations are subject to U.S. federal, state and local, and foreign environmental laws and regulations that impose limitations on the discharge of pollutants into the environment and establish standards for the treatment, storage, recycling and disposal of toxic and hazardous wastes. The nature of the business of operating and maintaining aircraft requires that Bristow use, store and dispose of materials that are subject to environmental regulation. Environmental laws and regulations change frequently, which makes it impossible for Bristow to predict their cost or impact on Bristow’s future operations. Liabilities associated with environmental matters could have a material adverse effect on Bristow’s business, financial condition and results of operations. Bristow could be exposed to strict, joint and several liability for cleanup costs, natural resource damages and other damages as a result of Bristow’s conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. Additionally, any failure by Bristow to comply with applicable environmental laws and regulations may result in governmental authorities taking action against Bristow that could adversely impact Bristow’s operations and financial condition, including the:

• issuance of administrative, civil and criminal penalties;

• denial or revocation of permits or other authorizations;

• imposition of limitations on Bristow’s operations; and

• performance of site investigatory, remedial or other corrective actions.

Changes in environmental laws or regulations, including laws relating to greenhouse gas emissions or other climate change concerns, could require Bristow to devote capital or other resources to comply with those laws and regulations. These changes could also subject Bristow to additional costs and restrictions, including increased fuel costs. In addition, such changes in laws or regulations could increase costs of compliance and doing business for Bristow’s customers and thereby decrease the demand for Bristow’s services. Because Bristow’s business depends on the level of activity in the offshore oil and gas industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on Bristow’s business if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and gas or limit drilling opportunities.

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THE MERGER

The following discussion describes certain material information about the Merger. Era and Bristow urge you to read carefully this entire document, including the Merger Agreement (including the amendment to the Merger Agreement), the financial advisor opinion of Centerview delivered to the Era Board and the financial advisor opinion of Ducera delivered to the Bristow Board, attached as Annexes A, B, E and F, respectively, to this joint proxy and consent solicitation statement/prospectus, for a more complete understanding of the Merger.

Terms of the Merger

Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Bristow, with Bristow being the surviving company as a direct wholly owned subsidiary of Era.

At the Effective Time, by virtue of the Merger and without any action on the part of Bristow, Merger Sub or the holders of any securities of Bristow or Merger Sub, the shares of Bristow Common Stock outstanding immediately prior to the closing (including, among other things, shares issued as a result of the conversion of Bristow Preferred Stock as more fully described in this joint proxy and consent solicitation statement/prospectus) will be converted into the right to receive an aggregate number of shares of Era Common Stock equal to the product of (i) 77% multiplied by (ii) the quotient of (x) the number of shares of Era Common Stock outstanding immediately prior to the Merger, calculated on fully-diluted basis, divided by (y) 23%.

Each holder of Bristow Common Stock, other than holders of Dissenting Shares, will be entitled to receive, for each share of Bristow Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration (as defined below) divided by the number of shares of Bristow Common Stock outstanding immediately prior to the Merger (including (x) any shares of Bristow Common Stock issued as a result of the Preferred Stock Conversion, (y) any shares of Bristow Common Stock underlying Bristow options and restricted stock units and (z) any Bristow Reserve Shares) and, if applicable, cash in lieu of fractional shares. Era stockholders will continue to own their existing Era shares.

Subject to the specific terms of the Merger Agreement, Bristow stock options and other stock-based awards will generally be treated as follows:

Each option to purchase Bristow shares, whether vested or unvested, will, as of the Effective Time, be assumed and converted into an option to purchase shares of Era Common Stock (“Replacement Option”), with the number of shares of Era Common Stock subject to each such Replacement Option being equal to the product of (a) the number of shares of Bristow Common Stock subject to the applicable option immediately prior to the Effective Time, multiplied by (b) the Per Share Merger Consideration, with the applicable exercise price of each such Replacement Option being adjusted accordingly.

Each right to receive a Bristow share in the form of stock units that is outstanding immediately prior to the Effective Time, whether vested or unvested (each, a “Bristow RSU”), will, as of the Effective Time, be assumed and converted into the right to receive a number of shares of Era Common Stock, determined by multiplying (a) the number of shares of Bristow Common Stock subject to such Bristow RSU as of immediately prior to the Effective Time by (b) the Per Share Merger Consideration.

Background of the Merger

The Era Board regularly reviews and assesses various strategic alternatives. As part of this review, the Era Board and the Era management team, together with certain financial advisors, have from time to time considered and evaluated potential business combination transactions, including with other U.S. offshore helicopter industry participants. The Era Board viewed Bristow as a strong merger partner because of, among other things, Bristow’s complementary aircraft fleet mix, significant presence in key geographic regions, including the Americas, Nigeria, Norway, the United Kingdom and Australia, and its diversified end-market exposure with significant government services revenue.

Prior to its filing for relief under title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as it may be amended from time to time, “Chapter 11”), the Bristow Board also met periodically to review Bristow’s performance, prospects and strategy, and to consider potential strategic opportunities.

From time to time since 2015, members of the management teams of Era and Bristow, and their respective representatives, had discussions and negotiations with respect to a business combination between the parties. However, none of these discussions resulted in a definitive agreement.

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On November 9, 2018, Bristow entered into an agreement to acquire Columbia Helicopters, Inc. (“Columbia”) for $560 million.

On January 11, 2019, Christopher S. Bradshaw, Era’s President and Chief Executive Officer, sent a letter to certain members of the Bristow Board indicating Era’s continued interest in exploring mutually value-added strategic alternatives with Bristow. That same day, Thomas C. Knudson, Bristow’s then-Chairman of the Bristow Board, responded that Bristow was open to a constructive dialogue between the parties. On January 23, 2019, Mr. Bradshaw spoke with Mr. Knudson regarding Era’s interest in a broad spectrum of potential opportunities for a combination of the two companies, possibly incorporating the transaction between Bristow and Columbia that had previously been announced. They also discussed holding a meeting between the parties to discuss a possible combination of the companies.

On January 29, 2019, a meeting was held among members of management of Era and Bristow, during which the parties discussed potential transaction structures. Following this meeting, certain members of Era’s management team coordinated with Milbank LLP, Era’s outside legal advisor (“Milbank”), to assess different structuring alternatives for the potential transaction. On January 30, 2019, the Bristow Board was informed by members of Bristow management that no specific proposal had been made at this meeting and that no actionable opportunity appeared to exist.

On February 11, 2019, Bristow and Columbia mutually agreed to terminate their proposed transaction.

On May 11, 2019, Bristow and certain affiliated debtors each filed a voluntary petition for relief under Chapter 11 in the United States Bankruptcy Court for the Southern District of Texas. At that time, the Bristow Board was focused on expediting a successful emergence from Chapter 11 bankruptcy protection and generally not considering any potential merger transactions. Shortly thereafter, on May 20, 2019, at the request of the Era Board and Mr. Bradshaw, representatives of Era’s financial advisor, Centerview Partners LLC (“Centerview”), reached out to Oak Hill Partners LP (“Oak Hill”), a large secured noteholder of Bristow, to discuss a possible combination of the companies. Based on feedback from this initial meeting with Oak Hill, representatives of Centerview reached out to other secured noteholders of Bristow, including Highbridge Capital Management LLC (“Highbridge”) and certain unsecured noteholders of Bristow, including Solus and SDIC, who were expected to receive equity in the reorganized Bristow company following its emergence from bankruptcy, to engage in further conversations about a potential combination of the companies. Mr. Bradshaw met with representatives of Solus, SDIC, Oak Hill and Highbridge on June 4, 2019, and among other things they continued exploratory discussions regarding a potential merger of Era and Bristow.

On June 21, 2019, Era entered into non-disclosure agreements with Solus, SDIC, Oak Hill and Highbridge, as well as Empyrean Capital Partners LP (“Empyrean”), another unsecured noteholder of Bristow (collectively, the “Creditor Parties”), to allow the parties to discuss a potential transaction between Era and Bristow.

On June 25, 2019, Mr. Bradshaw and representatives of Centerview met with representatives of the Creditor Parties to present Era’s strategic rationale for an Era-Bristow combination.

Following the initial presentation on June 25, 2019, members of the Era management team, including Mr. Bradshaw, and representatives of Centerview had discussions with members of the Creditor Parties, as well as the Creditor Parties’ financial advisor, Ducera, regarding a potential transaction between Era and Bristow and other market dynamics. At this time, Milbank and counsel to Solus, SDIC and Empyrean, Kirkland & Ellis LLP (“Kirkland”), engaged in preliminary discussions regarding key diligence matters and legal issues raised by a potential transaction.

On July 1, 2019, Mr. Bradshaw called L. Don Miller, Bristow’s Chief Executive Officer. Mr. Bradshaw raised the possibility to Mr. Miller of Era and Bristow entering into a transaction in connection with Bristow’s reorganization, including the timing of such a transaction and whether it would be best to consider a transaction pre-emergence or post-emergence. Mr. Miller indicated that the Bristow Board's priority was completing a successful reorganization and there wasn't any interest in discussing a transaction prior to emergence.

On or around July 11, 2019, the Creditor Parties expressed their view to Era that Bristow should focus on emerging from Chapter 11 as quickly as possible due to, among other things, the significant professional fee

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expenses associated with protracted Chapter 11 cases and the business imperatives that dictate Bristow’s expedited emergence from Chapter 11. Accordingly, the Creditor Parties indicated to Era their preference was to defer any discussions regarding a potential strategic transaction until Bristow’s reorganization was closer to completion.

On July 29, 2019, Era formally engaged Centerview to serve as its financial advisor in connection with a potential transaction with Bristow.

On or about August 1, 2019, representatives of Centerview and Solus had a call to discuss potential next steps in evaluating a potential business combination involving Era and Bristow. During the call, Solus expressed an interest in beginning to re-engage in preliminary discussion with Era and Bristow regarding a potential transaction in light of the progress of Bristow’s Chapter 11 case.

Following the call, representatives of Era shared certain limited non-public financial information with Kirkland for purposes of conducting a regulatory analysis of a potential business combination involving Era and Bristow. The representatives of Era periodically kept the Era Board apprised of the ongoing discussions with Bristow. On August 20, 2019, Charles Fabrikant, Chairman of the Era Board, met for breakfast with representatives of Solus to discuss the benefits of a potential combination of Bristow and Era.

On August 29, 2019, Mr. Bradshaw and representatives of Centerview met with representatives of the Creditor Parties to discuss potential terms and transaction structures that may be considered if Era and Bristow were to pursue an all-stock combination of the companies. Following the meeting, Milbank and Kirkland held a call regarding potential transaction structures.

On September 4, 2019, Mr. Bradshaw and representatives of Centerview met with representatives of the Creditor Parties to discuss potential transaction structures, including a structure that would allow the Combined Company to be registered with the SEC and listed on an exchange. At the meeting, the Creditor Parties indicated that they would be interested in exploring, as expected significant owners in Bristow post-emergence, a potential all-stock combination in which Era’s stockholders would receive 20.8% of the combined company, although any such transaction would be subject to, among other things, the negotiation of mutually acceptable transaction documents, approval by the Bristow Board, receipt of, and satisfactory diligence on, financial projections for Era and Bristow, and a satisfactory due diligence review on other legal, accounting and regulatory matters. The meeting also included a discussion of the timing for Era, Bristow and the Creditor Parties conducting due diligence.

On September 11, 2019, the Era Board held a telephonic special meeting to discuss the potential transaction with Bristow. In attendance at the meeting were certain senior officers of Era and representatives of Centerview and Milbank. Centerview provided the Era Board with a summary of recent developments of Bristow, the current status of its bankruptcy proceedings, and the expected ownership of Bristow post-emergence. Centerview discussed and analyzed the stock-for-stock combination that the Creditor Parties indicated they would be interested in exploring, as expected significant owners in Bristow post-emergence, and discussed various methods for valuing the two companies. A timeline for a potential M&A transaction with Bristow was presented, as well as a pro forma company profile describing the combined company, including the strategic rationale, opportunities for synergies and composition of the pro forma fleet. A representative from Milbank also provided the Era Board with an update with respect to the global antitrust analysis of the transaction. The Era Board agreed that, based on the valuations prepared by Centerview, an equity split giving Era’s stockholders more of the combined company was a more reasonable outcome, and asked Mr. Bradshaw and Centerview to continue discussions with the Creditor Parties to see if they would remain interested in exploring a transaction if the equity split was more favorable to Era’s stockholders.

On September 12, 2019, Centerview communicated Era’s view to Ducera that Era’s stockholders should receive 23% of the outstanding common stock in an all-stock combination of Era and Bristow.

After discussion with the Creditor Parties, Ducera, on September 19, 2019, indicated to Centerview that the Creditor Parties would be interested in exploring, as expected significant owners in Bristow post-emergence, a potential all-stock transaction in which Era’s stockholders received 23% of the outstanding common stock in the

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combined company, although any such transaction would be subject to the factors mentioned above. Ducera also informed Centerview that the Creditor Parties desired that Mr. Bradshaw serve as CEO of the combined company and that the Combined Company would have a nine-member board of directors, including Mr. Bradshaw and one other current Era director.

On October 2, 2019, the Era Board held another telephonic special meeting to discuss the potential Bristow transaction. In attendance at the meeting were certain senior officers of Era and representatives of Centerview and Milbank. Centerview gave the Era Board an update on the developments concerning Bristow since the prior board meeting and the current status of its bankruptcy proceedings. Centerview summarized the discussions that had occurred since the last board meeting, including the discussions with the Creditor Parties. The timeline for the potential transaction was also updated, and Centerview provided additional financial analysis with respect to Bristow and Era. Centerview also discussed the potential members of the Bristow Board following its emergence from bankruptcy. The Era Board determined that Era’s management team and its advisors should move forward with diligence and negotiations with respect to a proposed transaction with Bristow.

In mid-October 2019, representatives of Milbank and Kirkland held several calls and engaged in correspondence regarding potential transaction structures.

On October 31, 2019, Bristow emerged from Chapter 11 bankruptcy protection, successfully completing its debt restructuring process and implementing the Chapter 11 reorganization plan confirmed by the U.S. Bankruptcy Court for the Southern District of Texas on October 4, 2019. By operation of and in accordance with the Chapter 11 reorganization plan, each of the members of the Bristow Board prior to Bristow’s emergence from Chapter 11 bankruptcy protection, other than Mr. Miller who remained on the Bristow Board, resigned from the Bristow Board as of October 31, 2019, and seven new members were appointed to the Bristow Board as of October 31, 2019.

On November 1, 2019, the Bristow Board met with Bristow management and representatives of SDIC. Representatives from Kirkland and Baker Botts L.L.P. (“Baker Botts”), acting as legal advisors to Bristow with respect to evaluating strategic M&A transactions, also attended the meeting. Among other matters, the Bristow Board agreed to discuss the current dynamics in the helicopter transport industry at the Bristow Board’s next meeting, indicated that it had been made aware that Solus and SDIC would like the Bristow Board to examine a potential transaction with Era, and instructed Bristow management to pursue a non-disclosure agreement with Era to facilitate this process. Later that day, Bristow management requested that Kirkland send Milbank a draft of a non-disclosure agreement between Era and Bristow, and, upon Era’s instruction, Milbank delivered a draft Merger Agreement to Kirkland.

On November 4, 2019, the Bristow Board convened a meeting to discuss various matters, including industry and M&A opportunities. Members of management and representatives from Ducera, Houlihan Lokey (“Houlihan”), acting as financial advisors to Bristow with respect to evaluating strategic M&A transactions, Kirkland and Baker Botts were also present at the meeting. Mr. Miller provided the Bristow Board with an overview on industry dynamics, and he and representatives of Houlihan led the Bristow Board in a discussion of strategic M&A opportunities, including a combination with Era and any related benefits and synergies of such a combination. Following the discussion, the Bristow Board instructed Bristow management to prioritize exploring the potential transaction with Era and facilitating the exchange of information with Era in connection therewith.

On November 8, 2019, members of Era and Bristow’s management teams, together with representatives of Centerview and Ducera, met to discuss certain aspects of the potential transaction, including a possible timeline for the transaction, options for the combination structure, antitrust considerations and moving forward with due diligence. The parties concluded the meeting with plans to continue to explore potential transaction structures and finalize a confidentiality agreement between Era and Bristow.

In early November 2019, Milbank, on behalf of Era, and Kirkland, on behalf of Bristow, negotiated the terms of a confidentiality agreement, including reciprocal standstill obligations, between the parties, which was executed on November 11, 2019. Milbank, on behalf of Era, and Kirkland, on behalf of Bristow, also negotiated the terms of a separate clean team confidentiality agreement governing the treatment of commercially sensitive confidential information, which was executed on November 23, 2019. Following execution of the confidentiality agreements, representatives of each of Era and Bristow were provided access to, and began their diligence review of, a virtual data room that contained certain non-public information about the other party, with access to any commercially sensitive confidential information being limited to only certain specified members of their respective in-house

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legal teams and their outside counsel. During this period up until the execution of the Merger Agreement, there were numerous significant and detailed discussions among members of management of Era and Bristow, and certain of their respective representatives, regarding the documentation and information made available in the virtual data rooms and otherwise responding to information requests and specific questions relating to the documentation and other information provided.

In mid-November 2019, Milbank and certain representatives of Solus negotiated the terms of an amended confidentiality agreement between Era and Solus, which was revised to include a procedure for the disclosure of certain identified material non-public information if transaction discussions terminated between Era and Bristow. The amended confidentiality agreement was executed on December 11, 2019. On December 10, 2019, Bristow and Solus also amended and restated the non-disclosure agreement they had entered into during Bristow's bankruptcy proceedings to facilitate sharing of information relating to a potential combination between Era and Bristow.

Additionally, throughout November 2019, Era, Bristow and each of their respective legal representatives and financial advisors, along with representatives of Solus and SDIC, continued to have discussions evaluating potential transaction structures. The Chief Executive Officers of Era and Bristow also engaged in discussions regarding potential financing sources for the combined company during this time, and members of management of the two companies negotiated and entered into confidentiality agreements with certain potential financing sources.

On November 13, 2019, the Exit Event Committee of the Bristow Board (the “Bristow Exit Event Committee”), which was established by the Bristow Board pursuant to the Bristow Stockholders Agreement to explore strategic transactions, held a telephonic meeting with members of Bristow management to discuss M&A opportunities. Matters discussed include scheduling meetings between Era and Bristow and financing considerations regarding a potential combination of Bristow and Era.

On November 19, 2019, representatives from Ducera, Houlihan, Kirkland and Baker Botts attended a meeting of the Bristow Board. Representatives from Ducera and Houlihan provided an overview of Era’s business, including changes since Bristow had contemplated combining with Era in 2017, and of Bristow and Era if they were to become a combined company. The Bristow Board discussed how a transaction with Era would create a more diversified company better able to manage industry challenges and aligned with Bristow’s strategic objectives for a combination, including maintaining a strong balance sheet and realizing synergies resulting from a reduction in overhead and optimization of repair and maintenance costs. The Bristow Board discussed that the Creditor Parties, which were now significant owners in Bristow, had previously expressed interest in exploring a potential transaction that would result in Bristow’s stockholders holding a 77% ownership in the combined company. A discussion ensued about the valuations of Era and Bristow on which this potential ownership split was based and on how the market multiples used to imply Era’s and Bristow’s equity values resulted in Era being valued at a 28.3% premium to the closing share price of Era Common Stock on November 18, 2019.

Following these discussions, representatives from Kirkland then proceeded to provide the Bristow Board with an overview about the structuring, process and timing considerations of a potential transaction with Era. Kirkland representatives also discussed the draft Merger Agreement sent by Era and the timeline for delivering a response. Additionally, representatives from Baker Botts discussed with the Bristow Board financing considerations relating to a potential transaction with Era. The Bristow Board instructed representatives of Ducera, Houlihan and Baker Botts to conduct further analysis of Bristow’s capital structure as a stand-alone company and in combination with Era and to explore potential capital markets and other financing transactions for Bristow and also for Bristow and Era as a combined company. Kirkland representatives were also instructed to conduct further discussions with Baker Botts and Milbank on the optimal structure for a combination with Era.

Throughout December 2019 and January 2020, Era and Bristow and their respective legal representatives, including Milbank, Kirkland and Baker Botts, engaged in discussions with potential financing sources, in order to understand the potential financing options available for the combined company post-merger.

On December 6, 2019, the Exit Event Committee held a meeting with Bristow management to discuss M&A opportunities. Mr. Hooman Yazhari, the Vice Chairman of the Bristow Board and a member of the Bristow Exit Event Committee, informed the committee that a shareholder of Company A had called him that morning

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regarding a potential strategic combination with Bristow and indicated that Company A desired to enter into a confidentiality agreement to facilitate the exchange of information. After a discussion, the Bristow Exit Event Committee expressed support for Mr. Yazhari’s engagement with representatives of Company A.

On December 10, 2019, Era, Bristow and their respective legal representatives and financial advisors, including Baker Botts, held a telephonic meeting to discuss various aspects of the potential transaction, including the timeline for signing, the status of due diligence review and antitrust analyses, the parties’ proposed meeting with one of Bristow’s joint venture partners, possible structures for the transaction, the status of the proposed financing and the Merger Agreement.

On December 13, 2019, at a meeting of the Bristow Exit Event Committee with Bristow management, Mr. Yazhari informed the other members of the committee that representatives of Company A had proposed meeting with him on December 18, 2019 and indicated that they were prepared to share diligence information regarding Company A with Bristow. The other members of the Bristow Exit Event Committee agreed that Mr. Yazhari and Mr. Manzo should meet to discuss potential strategic options ranging from a partial or more holistic combination with Company A or cost saving industry focused initiatives and that Bristow should negotiate a non-disclosure agreement with Company A.

On December 17, 2019, another telephonic meeting was held among Era, Bristow and their respective legal representatives and financial advisors to provide updates with respect to the transaction and continue discussions regarding the transaction structure.

On December 18, 2019, Mr. Yazhari, Mr. Manzo and representatives of Company A met and discussed the state of the industry, the potential advantages of a combination involving all or a part of Company A and Bristow or other cost saving initiatives and what steps the two companies could take to further discussions.

On December 20, 2019, at Bristow’s request, Kirkland provided Milbank with a mark-up of the draft Merger Agreement.

On December 23, 2019, representatives of Houlihan, Ducera and Baker Botts updated the Bristow Exit Event Committee and management telephonically about the status of discussions with potential bank lenders relating to the capital structure of Bristow and of Bristow and Era as a combined company. Representatives of Houlihan discussed potential M&A opportunities, particularly a combination with Company A. After this discussion, the Bristow Exit Event Committee authorized Bristow to enter into a confidentiality agreement with Company A.

On December 24, 2019, Era, Bristow and their respective legal representatives and financial advisors held a telephonic meeting, during which the potential transaction structures were discussed and it was agreed that the parties preference would be for the potential transaction to be structured as a reverse-triangular merger in which a newly-formed subsidiary of Era would merge with and into Bristow, with Bristow surviving as a wholly-owned subsidiary of Era and Bristow stockholders receiving shares of Era Common Stock as consideration.

On January 3, 2020, Mr. Bradshaw and G. Mark Mickelson, then Chairman of the Bristow Board, engaged in discussions regarding certain covenants under one of Bristow’s loan facilities and the need for an amendment in connection with the proposed merger. In addition, certain members of management of Era and Bristow and their respective legal representatives and financial advisors prepared a presentation regarding the combined companies for certain ratings agencies, and discussed and prepared for meetings with those agencies which occurred on January 6, 2020.

On January 6, 2020, Bristow and Company A signed a non-disclosure agreement.

On January 7, 2020, the Bristow Exit Event Committee held a meeting with Bristow management to discuss the joint meetings Era and Bristow had held with ratings agencies. Mr. Miller noted that the rating agencies viewed a potential combination between Bristow and Era positively, although their broader outlook with respect to the offshore oil and gas services market was negative.

On January 8, 2020, and for a few days thereafter, certain members of management of Era and Bristow, and representatives of Milbank and Kirkland, discussed certain transaction related matters, including Bristow’s financial statements. Also on January 8, 2020, Milbank distributed a revised draft of the Merger Agreement to Kirkland.

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On January 10, 2020, Milbank distributed to Kirkland an initial draft of a stockholder voting agreement, which required Solus and SDIC to, among other things, deliver a written consent approving the Merger shortly after the effectiveness of the S-4 registration statement.

On January 13, 2020, certain representatives of Milbank and Kirkland discussed the status of the Merger Agreement and the related disclosure schedules, including the possibility that Solus and SDIC may seek additional rights in the stockholder voting agreement, such as director nomination rights. During that week and the following week, representatives of Milbank and Baker Botts also discussed, negotiated and prepared novation agreements with respect to parent guarantees of certain loan agreements and aircraft lease agreements of Bristow and the commitment letter for a senior secured revolving ABL Facility with Barclays Bank plc, each in connection with the proposed merger.

On January 14, 2020, the Era Board held a telephonic special meeting to discuss the transaction with Bristow. In attendance at the meeting were certain senior officers of Era and representatives of Centerview, Milbank, Holland & Hart LLP, labor counsel to Era, and Sackers & Partners LLP, Era’s U.K. pension advisor. At the meeting, the Era management team and legal advisors apprised the Era Board of the ongoing diligence efforts, certain key due diligence findings to date, the proposed structure of the combination and ongoing discussions between the parties and their counsel regarding any regulatory risks. Mr. Bradshaw provided the Era Board with a comparison between Era and Bristow based on certain financial metrics and their expected contributions to the combined company. A representative from Milbank then reviewed the summary of the draft Merger Agreement that had been previously provided to Era’s directors, and discussed the state of negotiations between the parties on certain key provisions. At the conclusion of the meeting, the Era Board encouraged Era’s management and advisors to continue negotiations with Bristow in anticipation of signing the Merger Agreement the following week.

On January 16, 2020, the Bristow Board held a meeting to discuss the proposed transaction with its financial and legal advisors. Bristow management and representatives from Ducera and Houlihan discussed Bristow’s and Era’s financial and fleet information and potential cost synergies. The Bristow Board then discussed various matters relating to the capital structure of the combined company, including the ratings impact of such a transaction. The Bristow Board also received input from Bracewell LLP, outside counsel to Bristow, on diligence matters and from Baker Botts on the status of financing matters relevant to the merger.

At the meeting, representatives from Kirkland also presented to the directors on their fiduciary duties with respect to a merger transaction. Following this presentation, representatives from Kirkland provided an update on the general terms and status of the draft Merger Agreement, including Era’s proposals with respect to (i) obtaining regulatory approvals, (ii) limiting the Bristow Board’s ability to change its recommendation prior to receiving approval of the merger from the Bristow stockholders and (iii) Solus and SDIC entering into the stockholder voting agreement. The Bristow Board and its advisors then discussed, among other things, (x) limiting Era’s ability to consider alternative proposals and (y) the sizing of a termination fee that would be payable by Era if the Merger Agreement was terminated because the Era Board changed its recommendation. The Bristow Board and its advisors also discussed the Preferred Stock Conversion and its dilutive impact on the holders of Bristow Common Stock. Finally, given the progress made with Era and the preliminary nature of the discussions with Company A, the Bristow Board, after consulting its advisors, decided to defer discussions with Company A and focus on executing a transaction with Era.

On January 17, 2020, certain representatives of Milbank and Kirkland discussed remaining due diligence questions and certain proposed changes to the draft Merger Agreement. Separately, certain representatives from Solus, SDIC, Bristow management and Kirkland discussed Era’s proposal with respect to the voting agreement. Later that day, Simpson, Thacher & Bartlett LLP (“Simpson”), acting as counsel to Solus, circulated, on behalf of Solus, comments to the stockholder voting agreement. The modified draft of the voting agreement included an agreement by Era to provide certain post-closing rights to Solus and SDIC set forth in an attached term sheet, including with respect to director nomination rights, committee representation, pre-emptive rights, registration rights and consent rights over certain actions taken by the combined company. Also on January 17, 2020, Kirkland circulated a revised draft of the Merger Agreement.

On January 18, 2020, representatives of Milbank, Kirkland and Simpson had a conference call to discuss the stockholder term sheet circulated by Simpson. Later that day, Milbank circulated comments to the stockholder term sheet which, among other things, added a standstill obligation in connection with the proposed director nomination rights.

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From January 18 through January 23, 2020, Era’s and Bristow’s representatives and legal and financial advisors continued negotiations to finalize the terms of the definitive Merger Agreement, and Era’s, Bristow’s, Solus’s and SDIC’s representatives and legal advisors continued negotiations to finalize the stockholder voting agreements and stockholder term sheet. During this time, senior management of Era and Bristow, and each party’s respective legal and financial advisors, also worked to complete their respective due diligence investigations.

On January 21, 2020, the Bristow Board held a meeting to discuss the status of the Merger Agreement and related matters, including the voting agreements with Solus and SDIC, Era’s proposal relating to obtaining regulatory approvals and diligence. Representatives from Kirkland noted that Era had proposed permitting both Era and Bristow to entertain alternative proposals, but had accepted Bristow’s proposal that while the Era Board would have the right to change its recommendation, it would not have the right to pay a termination fee and terminate the Merger Agreement to accept a superior proposal. The Bristow Board discussed these and other issues raised in the Merger Agreement and voting agreements.

On January 23, 2020, the Era Board held a telephonic special meeting to consider approval of the Merger with Bristow. In attendance at the meeting were certain senior officers of Era and representatives of Centerview and Milbank. The Milbank representatives provided the directors with an overview of their fiduciary duties in connection with the transaction. The representatives of Centerview reviewed with the Era Board Centerview’s financial analysis of the “Aggregate Merger Consideration” (as defined in the Merger Agreement), and rendered its oral opinion to the Era Board, which was subsequently confirmed by delivery of a written opinion dated January 23, 2020, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken in preparing its opinion, the “Aggregate Merger Consideration” (as defined in the Merger Agreement) is fair, from a financial point of view, to Era. For a detailed discussion of Centerview’s opinion, please see below under the caption “Opinion of Era’s Financial Advisor”. A representative from Milbank then walked the Era Board through the material changes to the transaction since the prior board meeting, including the new post-closing governance rights in the stockholder voting agreements that had been negotiated at the request of Solus and SDIC. Following discussions and deliberations by the Era Board, the Era Board unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement.

Also on January 23, 2020, the members of the Bristow Board held a telephonic meeting to discuss the proposed transaction. Representatives of Kirkland discussed with the Bristow Board their fiduciary duties in connection with its consideration of the transaction and provided an overview of the key terms of the Merger Agreement, including the terms and effect of the voting agreements contemplated to be delivered by each of Solus and SDIC and the non-solicitation provisions. Representatives from Ducera also reviewed their financial analyses of the transaction and then rendered its oral opinion to the Bristow Board, which was subsequently confirmed in writing by delivery of Ducera’s written opinion addressed to the Bristow Board dated the same date, to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and conditions described in such opinion, the Aggregate Merger Consideration was fair, from a financial point of view, to the holders of Bristow Common Stock (including (x) any shares of Bristow Common Stock issued as a result of the Preferred Stock Conversion, (y) any shares of Bristow Common Stock underlying Bristow options and restricted stock units and (z) any Bristow Reserve Shares) (other than Bristow, Bristow’s subsidiaries, Era or Merger Sub). Following a discussion of these matters, the members of the Bristow Board, subject to final approval by the Bristow Exit Event Committee of certain outstanding terms of the Merger Agreement, unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the merger, were fair to, and in the best interests of Bristow and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (iii) approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the merger, and all agreements and documents contemplated thereby, including the voting agreements with each of Solus and SDIC, (iv) directed that the Merger Agreement be submitted to the Bristow stockholders (x) at a special meeting of stockholders to approve and adopt the Merger Agreement or (y) via written consent and (v) resolved to recommend that Bristow stockholders approve and adopt the Merger Agreement.

During the course of the day, representatives from each of Era, Bristow, Milbank and Kirkland finalized the outstanding terms of the Merger Agreement and addressed outstanding due diligence items.

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In the afternoon on January 23, 2020, Solus and SDIC informed representatives of Era that they wished to withdraw their request for post-closing governance rights, as set forth in the stockholder term sheet, and instead requested a modification of the voting agreement to add a covenant by Era to enter into a customary registration rights agreement with each of them. A telephonic special meeting of the Era Board was called that evening to discuss the change. In attendance at the meeting were five of the six members of the Era Board, certain senior officers of Era and representatives of Milbank. Milbank described to the Era Board the history of the negotiations with Solus and SDIC and their latest request with respect to the stockholder term sheet. Following discussion, the directors determined that the changes to the voting agreements to the transaction were acceptable and did not alter their view that the transaction was in the best interests of Era and its stockholders and then reaffirmed their approval of the Merger with Bristow.

At a meeting in the evening of January 23, 2020, representatives from Kirkland discussed with the Bristow Exit Event Committee the terms of the Merger Agreement agreed upon with Era and Milbank and the voting agreements agreed upon with Era, Solus and SDIC. The Bristow Exit Event Committee then approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the merger, and all agreements and documents related thereto and contemplated thereby, including the voting agreements.

In the evening of January 23, 2020, Era and Bristow executed the Merger Agreement and the stockholder voting agreements with Solus and SDIC. A joint press release announcing the transaction was released prior to the opening of trading on January 24, 2020.

On April 22, 2020, Era, Merger Sub and Bristow entered into Amendment No. 1 (“Amendment No. 1”) to the Merger Agreement. Among other things, Amendment No.1 amends the Merger Agreement to contemplate the possibility of (i) a potential change in the listing of Era Common Stock on the NYSE to NASDAQ and (ii) the Reverse Stock Split of Era Common Stock prior to the consummation of the Merger, such that an Era stockholder will own one share of Era Common Stock for every three shares of Era Common Stock held by that stockholder prior to such stock split. Amendment No.1 also removes the requirement in the Merger Agreement for Era to solicit stockholder approval to increase the number of shares of Era Common Stock authorized for issuance under the Era 2012 Share Incentive Plan.

Era’s Reasons for the Merger and Recommendation of the Era Board

The Era Board reviewed and considered the proposed Merger with the assistance of Era’s management, as well as with Era’s legal and financial advisors. The Era Board unanimously approved the execution of the Merger Agreement, taking into consideration a number of substantive factors, both positive and negative, and potential benefits and detriments of the Merger to Era and its stockholders. In making its determination, the Era Board focused, among other things, on the following material factors (not necessarily in order of relative importance):

• an all-stock transaction is expected to result in the creation of a financially stronger, publicly traded company with a significant presence in key geographic regions, including the Americas, Nigeria, Norway, the United Kingdom and Australia;

• following the consummation of the Merger, the Combined Company will possess a combined fleet of more than 300 of the industry’s most modern aircraft, equipped with the latest generation of technology and safety features, including the world’s largest operated fleet of S92, AW189 and AW139 model helicopters;

• the Combined Company will be able to offer a broader range of efficient aviation solutions via its enhanced fleet size and diversity and by providing better solutions for new and existing oil and gas customers and governmental agencies;

• the Combined Company is expected to have a strong balance sheet with an appropriate level of debt and robust free cash flow to facilitate continued deleveraging and returns to its stockholders;

• the Merger is expected to create substantial cost synergies with an annualized saving of at least $35 million through the elimination of redundant corporate expenses and the realization of greater operational efficiencies;

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• the fact that the management team of the Combined Company will include Mr. Bradshaw as CEO of the Combined Company, who has a proven track record of protecting shareholder value and generating positive cash flow despite industry challenges, and that Mr. Bradshaw and Mr. Fabrikant will serve on the board of directors of the Combined Company;

• the belief that the helicopter transport sector may see further consolidation and that the Combined Company will be well positioned to grow, including through asset purchases, joint ventures or entity acquisition transactions;

• after reviewing possible strategic alternatives to the proposed Merger with Bristow, including potential business combinations with other parties, the belief that Bristow is the best strategic fit for Era and that it is unlikely that a transaction with another third party would create more value for Era stockholders;

• the scope and results of the due diligence investigation that Era and its advisors conducted on Bristow;

• the January 23, 2020 oral opinion of Centerview delivered to the Era Board, which was subsequently confirmed by delivery of a written opinion, dated January 23, 2020, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Centerview in preparing the opinion, the Aggregate Merger Consideration to be paid by Era pursuant to the Merger Agreement, which Centerview was advised will result in a pro forma ownership of the fully diluted shares of Era Common Stock being held 23% by the holders of Era Common Stock immediately prior to the effective time of the Merger and 77% by the holders of Bristow Common Stock immediately prior to the effective time of the Merger, was fair, from a financial point of view, to Era, as more fully described below in the section “Opinion of Era’s Financial Advisor” beginning on page 63. The full text of the written opinion of Centerview, dated January 23, 2020, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Centerview in preparing the opinion, is attached as Annex E to this joint proxy and consent solicitation statement/prospectus and is incorporated herein by reference;

• the fact that the Aggregate Merger Consideration is based on an exchange ratio that is fixed and will not fluctuate in the event that the value of Bristow Common Stock increases or the value of Era Common Stock decreases between the date of the Merger Agreement and the consummation of the Merger;

• the terms of the Merger Agreement that limit the obligation of Era to agree to divestitures, dispositions or other restrictive actions in order to obtain regulatory approvals that would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era, Bristow or any of their respective subsidiaries generating, in the aggregate, revenues in an aggregate amount in excess of $10,000,000, as more fully described below in the section “The Merger Agreement –Efforts to Consummate the Merger” beginning on page 111; and

• the willingness of Solus and SDIC, each a significant stockholder of Bristow, to enter into the Voting Agreements in connection with the transactions contemplated by the Merger Agreement.

The Era Board also considered potential risks, uncertainties and other factors weighing negatively against the transactions contemplated by the Merger Agreement (including the Merger and the Era Stock Issuance Proposal), including, but not limited to, those set forth below:

• the possibility that the Merger may not be completed or that the Merger’s completion may be unduly delayed for reasons beyond the control of Era and/or Bristow, including as a result of the regulatory review process;

• the challenges of combining the businesses of Era and Bristow and the attendant risks of not achieving the expected strategic benefits and cost savings on the anticipated timeframe or at all;

• the potential for diversion of management and employee attention from operational matters for an extended period of time;

• the possibility that macroeconomic or market conditions could adversely impact Era and/or Bristow;

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• the perception of investors and the potential impact on the trading price of shares of Era Common Stock;

• the terms and conditions of the Merger Agreement that restrict the conduct of Era’s business pending the closing of the Merger and which could delay or prevent Era from undertaking business opportunities that may arise or from taking other actions with respect to its operations that the Era Board and Era’s management might believe were appropriate or desirable, and the potential length of time before conditions to consummation of the Merger can be satisfied, during which time Era would be subject to such restrictive terms and conditions;

• the obligation of Era to pay a $9,000,000 termination fee under certain circumstances if the Merger Agreement is terminated as a result of a Change in Recommendation (as defined herein) by the Era Board;

• the possibility that, in certain circumstances relating to failure to obtain Era stockholder approval of the Era Stock Issuance Proposal, Era could become obligated to pay Bristow an expense reimbursement of up to $4,000,000;

• that the “force the vote” provision in the Merger Agreement, which would obligate Era to hold a meeting of its stockholders to consider the transaction, even if a third party makes a superior proposal, might discourage other parties potentially interested in a proposed transaction;

• the risk of litigation relating to the Merger and the other transactions contemplated by the Merger Agreement;

• the substantial costs to be incurred in connection with the transaction, including the costs of integrating the businesses of Era and Bristow and transaction expenses arising from the Merger;

• the fact that the Aggregate Merger Consideration is based on an exchange ratio that is fixed and will not fluctuate in the event that the value of Bristow Common Stock decreases or the value of Era Common Stock increases between the date of the Merger Agreement and the consummation of the Merger; and

• other risks of the type and nature described in “Risk Factors” beginning on page 33 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31.

The foregoing discussion of the information and factors considered by the Era Board is not intended to be exhaustive, but rather is meant to include the material factors that the Era Board considered. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Era Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Era Board based its approval on an overall review and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors.

This explanation of Era’s reasons for the Merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31 and “Risk Factors” beginning on page 33.

Opinion of Era’s Financial Advisor

On January 23, 2020, Centerview rendered to the Era Board its oral opinion, subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Aggregate Merger Consideration to be paid by Era pursuant to the Merger Agreement, which Centerview was advised will result in a pro forma ownership of the fully diluted shares of Era Common Stock being held 23% by the holders of Era Common Stock immediately prior to the effective time of the Merger and 77% by the holders of Bristow Common Stock immediately prior to the effective time of the Merger, was fair, from a financial point of view, to Era.

The full text of Centerview’s written opinion, dated January 23, 2020, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by

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Centerview in preparing its opinion, is attached as Annex E and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety to the full text of Centerview’s written opinion attached as Annex E. Centerview has consented to the disclosure of its opinion in this joint proxy and consent solicitation statement/prospectus. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Era Board (each member of the Era Board in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to Era of the Aggregate Merger Consideration to be paid by Era pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of Era or Bristow or any other person as to how such stockholder or other person should vote with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

• a draft of the Merger Agreement dated January 22, 2020, referred to in this summary of Centerview’s opinion as the “Draft Merger Agreement”;

• Annual Reports on Form 10-K of Era for the years ended December 31, 2018, December 31, 2017, and December 31, 2016;

• Annual Reports on Form 10-K of Bristow for the years ended March 31, 2019, March 31, 2018, and March 31, 2017;

• certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Era and Bristow;

• certain publicly available research analyst reports for Era and Bristow;

• certain other communications from Era and Bristow to their respective stockholders;

• certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of Era, including certain financial forecasts, analyses and projections relating to Era prepared by management of Era and furnished to Centerview by Era for purposes of Centerview’s analysis, which are referred to in this summary of Centerview’s opinion as the “Era Forecasts” and which are collectively referred to in this summary of Centerview’s opinion as the “Era Internal Data”. See “The Merger—Certain Era Unaudited Financial Prospective Financial Information,” beginning on page 81;

• certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of Bristow, including certain financial forecasts, analyses and projections relating to Bristow prepared by management of Bristow and furnished to Centerview by Era for purposes of Centerview’s analysis, which is referred to in this summary of Centerview’s opinion as the “Bristow Forecasts” and which are collectively referred to in this summary of Centerview’s opinion as the “Bristow Internal Data”. See “The Merger—Certain Bristow Unaudited Financial Prospective Financial Information,” beginning on page 83; and

• certain cost savings projected by the respective managements of Era and Bristow to result from the Transaction furnished to Centerview by Era for purposes of Centerview’s analysis, which is referred to in this summary of Centerview’s opinion as the “Synergies”.

Centerview also participated in discussions with members of the senior management and representatives of Era and Bristow regarding their assessment of the Era Internal Data, the Bristow Internal Data, the Synergies and the strategic rationale for the Transaction. In addition, Centerview compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

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Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with Era’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at Era’s direction, that the Era Internal Data (including, without limitation, the Era Forecasts) and the Synergies were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Era as to the matters covered thereby and that the Bristow Internal Data (including, without limitation, the Bristow Forecasts) and the Synergies were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Bristow as to the matters covered thereby, and Centerview relied, at Era’s direction, on the Era Internal Data, the Bristow Internal Data and the Synergies for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Era Internal Data (including, without limitation, the Era Forecasts), the Bristow Internal Data (including, without limitation, the Bristow Forecasts), the Synergies or assumptions on which they were based. In addition, at Era’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Era, Bristow or any other person, nor was Centerview furnished with any such evaluation or appraisal, and Centerview was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Era, Bristow or any other person. Centerview assumed, at Era’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at Era’s direction, that the Transaction will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change, including any divestiture requirements or amendments or modifications, will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview further assumed, at Era’s direction, that the merger would qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, as amended. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of Era, Bristow or any other person, or the ability of Era, Bristow or any other person to pay their respective obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, Era’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to Era or in which Era might engage. Centerview was not authorized or requested to, and Centerview did not, solicit indications of interest from third parties regarding a potential transaction with Era. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to Era of the Aggregate Merger Consideration to be paid by Era pursuant to the Merger Agreement. Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of Era, Bristow or any other party. Centerview expressed no opinion as to the relative fairness of any portion of the consideration to holders of any series of common or preferred stock of Era or Bristow or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Era, Bristow or any other party, or class of such persons in connection with the Transaction, whether relative to the Aggregate Merger Consideration to be paid by Era pursuant to the Merger Agreement or otherwise.

Centerview’s opinion, as expressed therein, related to the relative values of Era and Bristow. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and

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circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion.

Centerview’s opinion expressed no view or opinion as to what the value of shares of Era Common Stock actually will be when issued pursuant to the Transaction or the prices at which shares of Era Common Stock will trade or otherwise be transferable at any time, including following the announcement or consummation of the Transaction. Centerview’s opinion does not constitute a recommendation to any stockholder of Era or Bristow or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Era Board (each member of the Era Board in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Era Board in connection with Centerview’s opinion, dated January 23, 2020. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of Era or Bristow. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Era, Bristow or any other parties to the Transaction. None of Era, Bristow, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Era or Bristow do not purport to be appraisals or reflect the prices at which Era or Bristow may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 17, 2020 and is not necessarily indicative of current market conditions.

Selected Trading Multiples Analysis

Centerview performed selected trading multiples analyses of Era and Bristow, noting a lack of comparable publicly traded companies with similar size, business model and financial profile to Era or, other than Era, to Bristow.

Using publicly available information obtained from regulatory filings and other data sources, Centerview reviewed Era’s enterprise value (calculated as fully-diluted market capitalization plus total debt, plus minority interests, less cash and cash equivalents and investments), which is referred to in this summary of Centerview’s opinion as “EV,” as a multiple of Era’s next twelve months, which Centerview refers to as NTM, adjusted earnings before interest, taxes, depreciation and amortization, which Centerview refers as Adjusted EBITDA through the five-year period from January 2015 to January 2020.

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The results of these analyses are summarized as follows:

	Era EV / NTM EBITDA Multiple Over Last
	1-Year	2-Years	3-Years	4-Years	5-Years
25th Percentile	7.2x	6.7x	7.3x	7.5x	7.2x
Average	7.8x	7.5x	7.9x	8.1x	7.9x
75th Percentile	8.2x	8.1x	8.3x	8.5x	8.3x
Era’s Current Multiple   6.5x

Era

Based on the trading multiples analyses summarized above and and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview applied a range of 6.5x to 8.0x to Era’s estimated NTM Adjusted EBITDA of $41 million, as based on Era Internal Data, to calculate an implied equity value range for Era of $219 million to $280 million and a per share value of $10.29 to $13.16 as of December 31, 2019.

Bristow

Based on the trading multiples analyses summarized above and other considerations that Centerview deemed relevant in its experience and professional judgment, including but not limited to the scale, diversity, fleet characteristics and other business, financial and operating characteristics and prospects of Era and of Bristow, Centerview applied a range of 7.0x to 8.5x to: (a) Bristow’s estimated NTM Adjusted EBITDA of $151 million, as based on Bristow Internal Data, to calculate an implied equity value range for Bristow of $601 million to $827 million as of December 31, 2019 and to (b) Bristow’s NTM Run-Rate Adjusted EBITDA of $165mm, as based on Bristow Internal Data (including management-identified run-rate adjustments for items such as rent savings and completed divestitures), to calculate an implied equity value range for Bristow of $702 million to $950 million as of December 31, 2019.

Based upon the foregoing implied equity value ranges for Era and Bristow, Centerview then calculated a range of implied pro forma equity ownership percentages for Era’s stockholders in the Combined Company. For purposes of this calculation, Centerview assumed that the implied equity value of the Combined Company was the sum of the implied equity values of Era and Bristow. Centerview calculated the low end of the Era stockholder implied pro forma equity ownership range assuming the lowest implied equity value for Era and the highest implied equity value for Bristow, and then calculated the high end of the Era stockholder implied pro forma equity ownership range assuming the highest implied equity value for Era and the lowest implied equity value for Bristow. When using Bristow’s implied equity value range based upon NTM Adjusted EBITDA, the analysis implied a pro forma equity ownership percentage range for Era’s stockholders of 21% to 32%. When using Bristow’s implied equity value range based upon NTM Run-Rate Adjusted EBITDA, the analysis implied a pro forma equity ownership percentage range for Era’s stockholders of 19% to 29%.

Discounted Cash Flow Analysis

Centerview performed discounted cash flow analyses of Era and Bristow based upon the Era Forecasts and the Bristow Forecasts, respectively. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

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Era

Centerview calculated the estimated present value, as of December 31, 2019, of the unlevered, after-tax free cash flows that Era was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Era Forecasts.

Era’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales. The calculation of unlevered, after-tax free cash flows and the assumptions underlying them are described in the section entitled “Certain Unaudited Prospective Financial Information-Certain Era Unaudited Prospective Financial Information”. The terminal value of Era at the end of the forecast period was estimated by using a range of exit multiples of 6.5x to 8.0x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Era Forecasts and considerations discussed in the “Selected Trading Multiples Analysis” section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of discount rates of 11.75% to 13.00% (reflecting Centerview’s analysis of Era’s weighted average cost of capital using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in Centerview’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Era of $237 million to $292 million and a per share value of $11.14 to $13.70 as of December 31, 2019.

Bristow

Centerview calculated the estimated present value, as of December 31, 2019, of the unlevered, after-tax free cash flows that Bristow was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024 based upon the Bristow Forecasts. Bristow’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures, pension obligation payments and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales and other. The terminal value of Bristow at the end of the forecast period was estimated by using a range of exit multiples of 7.0x to 8.5x NTM Adjusted EBITDA. The range of exit multiples was estimated by Centerview utilizing its professional judgment and experience, taking into account, among other things, the Bristow Forecasts and considerations discussed in the “Selected Trading Multiples Analysis” section. The cash flows and terminal values were then discounted to present value as of December 31, 2019, using a range of discount rates of 10.50% to 11.75% (reflecting Centerview’s analysis of Bristow’s weighted average cost of capital using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in Centerview’s professional judgment and experience, taking into account certain metrics including yields for U.S. treasury notes, market risk and size premia). Based upon this analysis, Centerview calculated an implied equity value range for Bristow of $921 million to $1,169 million as of December 31, 2019.

Based upon the foregoing implied equity value ranges for Era and Bristow, Centerview then calculated a range of implied pro forma equity ownership percentages for Era’s stockholders in the combined company. For purposes of this calculation, Centerview assumed that the implied equity value of the combined company was the sum of the implied equity values of Era and Bristow. Centerview calculated the low end of the Era stockholder implied pro forma equity ownership range assuming the lowest implied equity value for Era and the highest implied equity value for Bristow, and then calculated the high end of the Era stockholder implied pro forma equity ownership range assuming the highest implied equity value for Era and the lowest implied equity value for Bristow. The analysis implied a pro forma equity ownership percentage range for Era’s stockholders of 17% to 24%.

Other Factors

Centerview noted for the Era Board certain additional factors solely for informational purposes, including, among other things, the following:

• Historical Stock Price Trading. Centerview reviewed the 52-week trading range of Era Common Stock, based upon market data for the period ending January 17, 2020, which indicated low to high closing prices for Era Common Stock during such period of $7.06 to $12.26 per share, as compared to the closing price of Era Common Stock of $8.56 per share on January 17, 2020.

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• Analyst Price Targets. Centerview reviewed the price target for Era as reflected in the only publicly available research analyst report, as of November 20, 2019, which indicated a target stock price of $12.00 per share.

• Selected Comparable Transactions. Using publicly available information obtained from public filings and other data sources, in evaluating Era, Centerview reviewed and compared certain financial data related to the following selected transactions that Centerview, based on its experience and professional judgment, deemed relevant to review based on transactions of similar size, business model, operating characteristics and/or financial profile over the past ten years. Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview applied a range of 7.0x to 9.0x to Era’s LTM Adjusted EBITDA of $36 million as of December 31, 2019. This analysis indicated a range of implied equity values for Era of between $209 million and $281 million and a per share value of $9.80 to $13.20 as of December 31, 2019.

Announcement Date	Acquiror	Target	Transaction Value / LTM EBITDA
October 2017	Don Wall (CEO) and Phi, Inc.	HNZ Group Inc.	9.0x
March 2017	American Securities LLC	Air Methods Corporation	8.6x
March 2015	KKR & Co. Inc.	Air Medical Group Holdings	8.7x
March 2014	Babcock International Group	Avincis Group	14.0x
March 2014	Avincis Group	Scandinavian Air Ambulance	6.9x
March 2013	Erickson Air-Crane	Evergreen Helicopters, Inc.	4.4x
June 2011	Air Methods Corporation	OF Air Holdings Corporation	8.0x
May 2011	World Helicopters (Grupo Inaer)	Bond Aviation Group	7.6x
April 2011	Canadian Helicopters Group Inc.	Helicopters N.Z. Limited	5.8x
August 2010	Bain Capital LLC	Air Medical Group Holdings	9.4x
		Average	8.2x
		Median	8.3x

• Contribution Analysis. Centerview performed a relative contribution analysis of Era and Bristow in which Centerview reviewed Era’s and Bristow’s respective contributions to the combined company based upon financial metrics that Centerview deemed in its experience and professional judgement to be relevant for the years 2019, 2020 and 2021, in each case using publicly available information obtained from public filings and other data sources, the Era Forecasts and the Bristow Forecasts and excluding the Synergies. These financial metrics included revenue, adjusted EBITDA, free cash flow and equity value.

○ Centerview calculated Era’s implied pro forma contribution to the Combined Company by multiplying Era’s contribution based upon the applicable financial metric by the Combined Company EV determined by summing Era’s EV assuming 6.5x NTM Run-Rate Adjusted, EBITDA and Bristow’s EV assuming 7.0x NTM Run-Rate Adjusted EBITDA(i.e., using the low ends of the ranges of multiples of EV to NTM Adjusted EBITDA discussed in the “Selected Trading Multiples Analysis” section) and adjusted for Era’s net debt. Era’s contribution ranged from 18% to 31%.

○ Centerview calculated Era’s implied pro forma contribution to the Combined Company by multiplying Era’s contribution based upon the applicable financial metric by the combined company EV determined by summing Era’s EV assuming 8.0x NTM Run-Rate Adjusted EBITDA and Bristow’s EV assuming 8.5x NTM Run-Rate Adjusted EBITDA(i.e., using the high ends of the ranges of multiples of EV to NTM Adjusted EBITDA discussed in the “Selected Trading Multiples Analysis” section) and adjusted for Era’s net debt. Era’s contribution ranged from 17% to 29%.

• Illustrative Era Shareholder Has/Gets Analysis. Centerview compared the implied stand-alone equity value of Era to the pro forma equity value of the combined company, including the Synergies, from the perspective of the holders of Era Common Stock. In performing this illustrative “has / gets” analysis, Centerview utilized: (i) the $264 million equity value of Era implied by the mid-point of the discounted cash flow analysis of Era (as described in the section entitled “Discounted Cash Flow Analysis”

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above), (ii) the $1,042 million equity value of Bristow implied by the mid-point of the discounted cash flow analysis of Bristow (as described in the section entitled “Discounted Cash Flow Analysis” above), (iii) the $325 million value implied by the mid-point of the discounted cash flow analysis of the Synergies and the cost of capital considerations for the combined company, and (iv) Era’s stockholders’ pro forma equity ownership percentage of 23% which Centerview was advised would result from Era’s payment of the Aggregate Merger Consideration in the Transaction. This analysis resulted in an implied pro forma equity value for the combined company of approximately $1,631 million. Centerview then multiplied this implied pro forma equity value by 23% to derive an implied pro forma equity value attributable to the Era stockholders of approximately $375 million or $17.43 per share. This implied value compared to theequity value implied by the mid-point of the discounted cash flow analysis of Era, on a stand-alone basis, of $264 million or $12.39 per share.

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Era Board in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Era Board or management of Era with respect to the Aggregate Merger Consideration or as to whether the Era Board would have been willing to determine that a different amount of Aggregate Merger Consideration was fair. The Aggregate Merger Consideration for the transaction was determined through arm’s-length negotiations between Era and Bristow and was approved by the Era Board and the Bristow Board. Centerview provided advice to Era during these negotiations. Centerview did not, however recommend any specific amount of Aggregate Merger Consideration to Era or the Era Board or that any specific amount of Aggregate Merger Consideration constituted the only appropriate consideration for the Transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, Centerview had been engaged to provide certain financial advisory services to Era, including acting as financial advisor to Era with respect to certain strategic matters, but Centerview had not received any compensation from Era for such services. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Bristow, and Centerview had not received any compensation from Bristow during such period. In the two years prior to the date of its written opinion, Centerview had been engaged, and was as of the date of its written opinion engaged, to provide financial advisory services unrelated to Era, Bristow or the Transaction to a company in which affiliates of Solus held a significant minority equity interest, and Centerview had received compensation from such company of approximately $6 million and expected to receive additional compensation from such company for such services. In the two years prior to its opinion, Centerview had not been engaged to provide financial advisory or other services to SDIC, and Centerview had not received any compensation from SDIC during such period. Centerview may provide investment banking and other services to or with respect to Era, Bristow, Solus, SDIC or their respective affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and Centerview’s affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Era, Bristow, Solus, SDIC or any of their respective affiliates, or any other party that may be involved in the Transaction.

Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. The Era Board selected Centerview as its financial advisor in connection with the Merger and the other transactions contemplated by the Merger Agreement based on Centerview’s reputation and such experience, as well as its familiarity with Era.

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In connection with Centerview’s services as the financial advisor to the Era Board, Era has agreed to pay Centerview an aggregate fee of $7 million to $9 million, all of which is payable contingent upon consummation of the Transaction. In addition, Era has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Bristow’s Reasons for the Merger and Recommendation of the Bristow Board

On January 23, 2020, the Bristow Board (i) determined that the terms of the Merger and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Bristow and its stockholders, (ii) approved the execution, delivery and performance of, and adopted and declared advisable the Merger Agreement and the Merger, and (iii) resolved to recommend that the Bristow stockholders approve the adoption of the Merger Agreement and directed that such matter be submitted for consideration by the Bristow stockholders. Bristow’s Board Unanimously Recommends That Holders of Bristow Common Stock and Bristow Preferred Stock “CONSENT” to the Approval of the Bristow Merger Proposal and “CONSENT” to the Approval, on a Non-binding, Advisory Basis, of the Bristow Compensation Proposal, by Signing and Delivering the Written Consent Furnished with this Joint Proxy and Consent Solicitation Statement/Prospectus.

In the course of reaching its recommendation, the Bristow Board consulted with Bristow’s management and its outside legal and financial advisors and considered several potentially positive factors, including the following (not necessarily presented in order of relative importance):

• Benefits of a Combination with Era.

• Use of equity in the Merger. It was deemed important by the Bristow Board for stockholders to receive Era stock in an all-stock merger. This would allow for Bristow stockholders to have a significant ownership position in a publicly traded combined entity expected to maintain a strong balance sheet with robust free cash flow to facilitate continued deleveraging and returns to stockholders. The all-stock merger consideration will maximize Bristow stockholders’ exposure to the potential upside of the combined company going forward, with Bristow stockholders being expected to own 77% of the combined company.

• Diverse geographic footprint and increased fleet size and diversity. The combined company will have significant operations throughout the Americas, Nigeria, Norway, the United Kingdom and Australia, resulting in a more diversified revenue stream. The combined company is expected to continue to realize a significant percentage of its combined revenues and cash flow from government services contracts. In addition, the combined company will have a fleet of more than 300 aircraft. The combined company should be the world’s largest operator of S-92, AW189 and AW139 model helicopters. More than 80% of the fleet of the combined company will be owned and the remainder will be subject to attractive lease rates. This diversification and expanded fleet will better position the combined company to react to industry challenges, including oil and gas market volatility, and facilitate more efficient absorption of the substantial fixed costs required to operate in this industry.

• Significant synergies. The two companies’ complementary footprints are expected to enable substantial cost synergies through the elimination of redundant corporate expenses, realization of operational efficiencies and optimization of aircraft maintenance programs and fleet utilization. In addition, the two companies have similar cultures focused on safety and well-trained pilots, mechanics, engineers and support staff. Following a thorough analysis, the Bristow Board determined that they were confident the operational footprint, strong cost structure and balance sheet of the combined company will enable the combined company to realize the projected cost synergies of $35 million on an annualized basis.

○ Strong combined financial profile. The combined company is expected to achieve pro forma annual revenues of approximately $1.5 billion and run-rate adjusted EBITDA of approximately $240 million, with a strong balance sheet supported by a cash balance, expected to be over $250 million at closing. In addition, the combined company expects to benefit from an upsized $112.5 million ABL facility.

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○ Trading liquidity. The combined company is expected to assume Era’s listing on the NYSE upon consummation of the merger and to trade under the Bristow name with the ticker “   ”. Bristow expects that trading liquidity will be significantly improved for Bristow stockholders, especially as financial equity research coverage increases over time.

○ Corporate Governance. Bristow’s stockholders will have a continuing influence over the execution of the strategy and business plan of the combined company as they will, collectively, own 77% of the combined company. Bristow’s stockholders will also have continuing influence with respect to the initial board of directors of the combined company, as current Bristow directors are expected to comprise six of the initial eight directors of the Combined Company following the consummation of the merger.

• Alternative Transactions.

○ The Bristow Board believes, after a thorough review of Bristow’s strategic goals and opportunities, and, based on its knowledge of trends in the air carrier industry, that the value offered to Bristow’s stockholders pursuant to the merger is more favorable to such stockholders than the potential value that might reasonably be expected to result from remaining a stand-alone company.

○ The Bristow Board also considered strategic alternatives to the merger, and, following a thorough review of such alternatives and consultation with Bristow management and its financial advisors,the Bristow Board, determined that it was unlikely an alternative strategic counterparty could consummate a transaction that would be on superior terms and that would provide Bristow stockholders greater value than is being provided in connection with the merger.

• Receipt of Fairness Opinion from Ducera. The Bristow Board considered the financial analysis reviewed and discussed with representatives of Ducera, as well as the oral opinion of Ducera rendered to the Bristow Board, which was subsequently confirmed by delivery of a written opinion dated January 23, 2020, to the effect that, as of such date, and subject to the assumptions, limitations, qualifications and conditions described in such opinion, the Aggregate Merger Consideration was fair, from a financial point of view, to the holders of Bristow Common Stock (including (x) any shares of Bristow Common Stock issued as a result of the Preferred Stock Conversion, (y) any shares of Bristow Common Stock underlying Bristow options and restricted stock units and (z) any Bristow Reserve Shares) (other than Bristow, Bristow’s subsidiaries, Era or Merger Sub). See the section entitled “—Opinion of Bristow’s Financial Advisor” beginning on page 74.

• Likelihood of Completion. The Bristow Board considered the likelihood of completion of the merger to be significant, in light of, among other things the belief that, in consultation with Bristow’s legal advisors, the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties, covenants and conditions to closing, and the circumstances under which the merger agreement may be terminated, are reasonable.

• Opportunity to Receive Alternative Acquisition Proposals. The Bristow Board considered the terms of the merger agreement relating to Bristow’s ability to respond to unsolicited acquisition proposals, and the other terms of the merger agreement, including:

○ the fact that Bristow has the right, subject to certain conditions, to provide non-public information in response to certain unsolicited acquisition proposals made before Bristow’s stockholders approve the adoption of the merger agreement and the transactions contemplated thereby, including the merger (see the section entitled “The Merger Agreement—No Solicitation of Alternative Proposals” beginning on page 107);

○ the provision of the merger agreement allowing the Bristow Board, prior to obtaining Bristow stockholder approval, to change its recommendation to Bristow stockholders with respect to the adoption of the merger agreement and the transactions contemplated thereby, including the merger, if it determines in good faith, after consultation with its outside legal counsel and financial advisors, that either an acquisition proposal constitutes a Superior Proposal or that failure to make

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such change in recommendation following an intervening event would be inconsistent with the Bristow directors’ duties under applicable law, subject, in each case, to the obligation to pay Era a termination fee of $9 million, as further described in “The Merger Agreement—Termination Fee; Expense Fee” beginning on page 116;

○ the belief of the Bristow Board that the termination fee is consistent with termination fees in similar transactions and not preclusive of other offers (see the sections entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee; Expense Fee” beginning on page 116);

○ the fact that Solus and SDIC, which are currently significant stockholders of Bristow, are in support of the deal, as evidenced by their entry into the Voting Agreements;

○ the fact that there are limited circumstances in which the Era Board may terminate the merger agreement or change its recommendation that Era stockholders approve the Stock Issuance Proposal, the Share IncreaseProposal, and if the merger agreement is terminated by Bristow as a result of a change in recommendation of the Era Board or in certain other circumstances, then in each case Era has agreed to pay Bristow a termination fee of $9 million, as further described in the section entitled “The Merger Agreement—Termination Fee; Expense Fee”; and

○ the fact that if the merger agreement is terminated by either party because Era stockholders do not approve the Stock Issuance Proposal, the Share IncreaseProposaland a termination fee is not otherwise payable, then Era has agreed to pay Bristow an expense reimbursement fee of up to $4 million, as further described in the section entitled “The Merger Agreement—Termination Fee; Expense Fee.”

The Bristow Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other countervailing factors in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following (not necessarily in order of relative importance):

• the fact that the terms of the merger agreement restrict Bristow’s ability to actively solicit competing bids to acquire it and to entertain other acquisition proposals unless certain conditions are satisfied, the inability to terminate the merger agreement for a Superior Proposal (although the Bristow Board may change its recommendation) and the termination fee of $9 million payable by Bristow to Era in certain circumstances might deter alternative bidders that might have been willing to submit a Superior Proposal to Bristow. The Bristow Board also considered that, under specified circumstances, Bristow may be required to pay a termination fee or expenses in the event the merger agreement is terminated and the effect this could have on Bristow, including that if the merger is not consummated, Bristow will generally be obligated to pay its own expenses incident to preparing for and entering into and carrying out its obligations under the merger agreement and the transactions contemplated thereby;

• the fact that Bristow stockholders cannot be certain, prior to the Closing Date, of the number of shares of Bristow Common Stock they will receive after the Preferred Stock Conversion or the market value of the Per Share Merger Consideration they will be entitled to receive at the Effective Time;

• the fact that, even if the Bristow Board changes its recommendation, pursuant to the terms of the voting agreements, Solus and SDIC, who collectively hold a majority of Bristow’s equity securities, will still be obligated to deliver their written consents in favor of the merger, which consents will constitute receipt by Bristow of the requisite stockholder approval;

• the fact that the restrictions on Bristow’s conduct of business prior to completion of the merger could delay or prevent Bristow from undertaking business opportunities that may arise or taking other actions with respect to its operations during the pendency of the merger;

• the fact that the amount of time that may be required to consummate the merger, including the fact that the completion of the merger depends on factors outside of Bristow’s or Era’s control, including the risk that regulatory agencies may not approve the merger or may seek to impose conditions on or otherwise prevent or delay the merger, and the risk that the pendency of the merger for an extended period of time could have an adverse effect on Bristow;

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• the fact that the significant costs involved in connection with entering into the merger agreement and completing the merger and the substantial time and effort of management required to consummate the merger could disrupt Bristow’s business operations; and

• the risks and uncertainties described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” of this joint proxy and consent solicitation statement/prospectus.

After taking into account the factors set forth above, as well as others, the Bristow Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger to Bristow’s stockholders.

The foregoing discussion of factors considered by the Bristow Board is not intended to be exhaustive, but summarizes the material factors considered by the Bristow Board. In light of the variety of factors considered in connection with its evaluation of the merger agreement and the merger, the Bristow Board did not find it practicable to, and did not, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Bristow Board applied his own personal business judgment to the process and may have given different weight to different factors. The Bristow Board based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Bristow’s management and the Bristow Board’s financial advisors and outside legal counsel.

In considering the recommendation of the Bristow Board to approve the adoption of the merger agreement and the transactions contemplated thereby, including the merger, Bristow stockholders should be aware that the executive officers and directors of Bristow have certain interests in the merger that may be different from, or in addition to, the interests of Bristow stockholders generally. The Bristow Board was aware of these interests and considered them when approving the merger agreement and recommending that Bristow stockholders vote to approve the adoption of the merger agreement and the transactions contemplated thereby, including the merger. See the section entitled “—Interests of Certain of Bristow’s Directors and Executive Officers in the Merger” beginning on page 91.

It should be noted that this explanation of the reasoning of the Bristow Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31.

Opinion of Bristow’s Financial Advisor

Ducera was retained by Bristow to act as its financial advisor in connection with the Merger. Bristow selected Ducera to act as its financial advisor based on Ducera’s qualifications, expertise, reputation and judgment, Ducera’s relationship with Bristow stemming from Ducera’s financial advisory services provided to counsel to the ad hoc group of unsecured noteholders of Bristow in the Chapter 11 Cases, and Ducera’s understanding of Bristow’s and Era’s businesses and the industries in which such businesses operate. At the January 23, 2020 meeting of the Bristow Board, Ducera delivered its oral opinion to the Bristow Board, which was subsequently confirmed in writing, to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and conditions described in such opinion, the Aggregate Merger Consideration was fair, from a financial point of view, to the holders (other than Bristow, Bristow’s subsidiaries, Era or Merger Sub) of Bristow Common Stock (including, among other things, shares of Bristow Common Stock issued as a result of the conversion of all outstanding shares of Bristow Preferred Stock and the Bristow Reserve Shares as more fully described in the joint proxy and consent solicitation statement/prospectus).

The full text of the written opinion of Ducera, dated as of January 23, 2020, is attached as Annex F to this joint proxy and consent solicitation statement/prospectus. Ducera has consented to the disclosure of its opinion in this joint proxy and consent solicitation statement/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications, conditions and limitations on the scope of the review undertaken by Ducera in rendering its opinion. Ducera’s opinion is directed to the Bristow Board and addresses only the fairness from a financial point of view of the Aggregate Merger Consideration to the holders of Bristow Common Stock (other than Bristow, Bristow's subsidiaries, Era or Merger Sub) (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow Preferred Stock and the Bristow Reserve Shares as more

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fully described in the joint proxy and consent solicitation statement/prospectus). It does not constitute a recommendation to any holder of Bristow Common Stock and Bristow Preferred Stock as to how to vote in connection with the Merger or whether to take any other action with respect to the Merger. The summary of the opinion of Ducera set forth below is qualified in its entirety by reference to the full text of the opinion, which holders of Bristow Common Stock and Bristow Preferred Stock are encouraged to read carefully and in its entirety.

In connection with rendering its opinion, Ducera, among other things:

• reviewed a draft of the Merger Agreement dated as of January 22, 2020;

• reviewed certain publicly available financial statements and other business and financial information relating to Bristow and Era which Ducera believed to be relevant, including publicly available research analysts’ reports;

• reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to Bristow prepared and furnished to Ducera by management of Bristow;

• reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to Era prepared and furnished to Ducera by management of Era;

• reviewed certain non-public projected financial data relating to Bristow prepared and furnished to Ducera by management of Bristow;

• reviewed certain non-public projected financial data relating to Era prepared and furnished to Ducera by management of Era;

• reviewed and discussed the past and current business, operations, current financial condition and financial projections of Bristow and Era with management of Bristow (including their views on the amounts, timing, risks, achievability and uncertainties of attaining such projections);

• reviewed the reported prices and the historical trading activity of Era Common Stock;

• reviewed the financial terms, to the extent publicly available, of selected business combination transactions;

• reviewed estimates of synergies anticipated by management of Bristow and management of Era to result from the Merger; and

• performed such other studies, analyses and examinations and considered such other factors which Ducera believed to be appropriate.

In arriving at its opinion, Ducera assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the financial and other information supplied or otherwise made available to, discussed with, or reviewed by Ducera (including information that is available from generally recognized public sources), and Ducera assumes no liability for such information. Ducera further assumed, with Bristow’s consent, that all of the information furnished by management of Bristow and management of Era for purposes of Ducera’s analysis was accurate as of the date of its opinion (except to the extent superseded by other information provided prior to the date of its opinion) and did not contain any material omission or misstatement of material facts. With respect to the projected financial data of Bristow and Era referred to above, Ducera assumed, with Bristow’s consent, that such data had been reasonably prepared on bases reflecting the best currently available estimates and good-faith judgments of management of Bristow and Era, respectively, as to the future financial performance of Bristow and Era, respectively. Ducera expressed no view as to any projected financial data relating to Bristow or Era, or on the assumptions on which they are based (including in the financial projections set forth in “The Merger — Certain Unaudited Prospective Financial Information” included elsewhere in this joint proxy and consent solicitation statement/prospectus).

For purposes of rendering its opinion, Ducera assumed, in all respects material to its analysis, that the final executed merger agreement would not materially differ from the draft merger agreement reviewed by Ducera, and that all conditions to the consummation of the Merger would be satisfied without material waiver, modification or delay. Ducera further assumed that all governmental, regulatory or other consents, approvals or

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releases necessary for the consummation of the Merger would be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Bristow, the contemplated benefits expected to be delivered in the proposed Merger or the consummation of the Merger.

Ducera did not make, nor assume any responsibility for making, any independent valuation or appraisal of Bristow’s or Era’s assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities), nor was Ducera furnished with any such valuations or appraisals, nor did Ducera evaluate Bristow’s or Era’s solvency or fair value under any state or federal laws relating to bankruptcy, insolvency or similar matters. Ducera’s opinion is necessarily based upon information made available to it as of the date its opinion was rendered and financial, economic, market and other conditions as they existed and could be evaluated on such date. Subsequent developments may affect Ducera’s opinion and the assumptions used in preparing it, and Ducera does not have any obligation to update, revise or reaffirm its opinion.

Ducera was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness of the Aggregate Merger Consideration, from a financial point of view, to the holders of Bristow Common Stock (other than Bristow, Bristow’s subsidiaries, Era or Merger Sub), as of the date of its opinion. Ducera was not asked to express, and Ducera did not express, any view on, and Ducera’s opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any of Bristow’s other securities, creditors or other constituencies of Bristow, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of Bristow’s officers, directors or employees, or any class of such persons, whether relative to the Aggregate Merger Consideration or otherwise, nor as to the fairness of any other term of the Merger Agreement. Ducera was not asked to express, and did not express any view on, and Ducera’s opinion did not address, the fairness of the Preferred Stock Conversion or the Per Share Merger Consideration. Ducera’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Bristow, nor did it address the underlying business decision to engage in the Merger. Ducera was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the outstanding Bristow Common Stock or any business combination or other extraordinary transaction involving Bristow. Ducera’s opinion did not constitute a recommendation to the Bristow Board or to any other persons in respect of the Merger, including as to how any holder of Bristow Common Stock should vote or act in respect of the Merger. Ducera expressed no opinion as to the price at which shares of Era Common Stock will trade at any time. Ducera was not asked to pass upon, and expressed no opinion with respect to, any tax or other consequences that may result from the Merger. Ducera does not have legal, regulatory, accounting or tax expertise and assumed the accuracy and completeness of Bristow’s and its advisors’ assessments with respect to legal, regulatory, accounting and tax matters.

In the ordinary course of business, Ducera and its affiliates provide investment banking and other advisory services to a wide range of entities and individuals, domestically and internationally, from which conflicting interests or duties may arise. In the ordinary course of such activities, Ducera and its affiliates may actively trade or otherwise effect transactions, for its own account and for the accounts of its clients, in debt or equity securities, or related derivative securities, or financial instruments (including bank loans or other obligations) of Bristow or Era or their respective affiliates, and accordingly Ducera may at any time hold a long or short position in such securities or instruments.

The issuance of Ducera’s opinion was approved by the fairness opinion committee of Ducera in accordance with Ducera’s procedures for such opinions.

Under the terms of its engagement letter, Ducera provided Bristow with financial advisory services and a financial opinion in connection with the Merger, and Bristow agreed to pay Ducera (i) an opinion fee of $400,000, paid upon delivery of its opinion letter, (ii) a monthly cash fee of $150,000 per month commencing as of December 1, 2019, plus $50,000 for the period prior to December 1, 2019 and (iii) (x) a transaction fee of $3,450,000 if the Closing Date occurs on or before July 1, 2020 (against which the opinion fee will be credited), (y) a transaction fee of $2,850,000 if the Closing Date occurs after July 1, 2020 (against which the opinion fee will be credited) or (z) to the extent that the Merger is not completed and Bristow is entitled to any payment in connection therewith (the “Bristow Payment”), a fee equal to the lesser of (A) $750,000 and (B) the Bristow Payment less the amount of all fees, expenses or other costs paid or incurred by Bristow in connection with the Merger. Bristow has also agreed to reimburse Ducera’s reasonable and documented out-of-pocket expenses, including reasonable and documented fees and expenses of external legal counsel, incurred in connection with

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Ducera’s engagement. In addition, Bristow has agreed to indemnify Ducera, its affiliates, their respective members, managers, directors, officers, partners, agents and employees, and any controlling person of Ducera and its affiliates, against certain liabilities and expenses relating to or arising out of Ducera’s engagement.

Prior to its engagement in connection with the proposed merger, Ducera and its affiliates provided financial advisory services to counsel of the ad hoc group of unsecured noteholders of Bristow in Chapter 11 Cases. Under the terms of its engagement for such financial advisory services, in the past two years, Ducera received $3.3 million from Bristow in connection with such services. In the two years prior to the date of the Ducera opinion, Ducera did not receive fees for services rendered to Era or any of its affiliates. Ducera and its affiliates may provide financial or other services to Bristow, Era or their respective affiliates in the future and in connection with any such services Ducera may receive compensation.

Summary of Material Financial Analyses of Ducera

The following is a summary of the material financial analyses presented by Ducera to the Bristow Board and that were used in connection with rendering the opinion described above. In accordance with customary investment banking practice, Ducera employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by Ducera. The summary does not purport to be a complete description of the financial analyses performed by Ducera, nor does the order in which the analyses are described represent the relative importance or weight given to the analyses by Ducera. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone and, in order to fully understand Ducera’s financial analyses, the tables must be read together with the full text of each summary. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Ducera’s financial analyses. Except as otherwise noted, all quantitative information, to the extent it is based on market data, is based on market data as it existed on or before January 21, 2020, and is not necessarily indicative of current market conditions.

In rendering its opinion, Ducera considered financial projections prepared and provided by management of Bristow and management of Era as described above. For more information about the financial projections, see the sections entitled “The Merger—Certain Unaudited Prospective Financial Information” in this joint proxy and consent solicitation statement/prospectus.

Ducera’s Financial Analysis of Era

Discounted Cash Flow Analysis

Ducera calculated a range of equity values for the fully diluted Era Common Stock based on a discounted cash flow analysis to value Era as a standalone entity. Ducera utilized Era Forecasts as prepared and provided by management of Era as more fully described in the section entitled “The Merger—Unaudited Prospective Financial Information—Certain Era Unaudited Prospective Financial Information”.

For purposes of its discounted cash flow analysis, Ducera defined unlevered free cash flow as (i) adjusted non-GAAP earnings before interest, taxes, depreciation and amortization, less (ii) capital expenditures, cash taxes and change in net working capital, plus (iii) amortization of power-by-the-hour contracts and stock based compensation.

Utilizing the Era Forecasts, Ducera calculated the net present value of projected unlevered free cash flows for Era for its fiscal years 2020 through 2024 and calculated terminal values based on an exit adjusted EBITDA multiple ranging from 7.00x to 8.00x. These values were then discounted to present values as of December 31, 2019 at discount rates ranging from 10.0% to 12.0%, which discount rates were selected based upon an analysis of Era’s estimated weighted average cost of capital. This analysis implied a range of values for the fully diluted Era Common Stock of approximately $263 million to $316 million.

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Market Multiples Analysis

Ducera reviewed publicly available information relating to selected acquisition transactions in the commercial helicopter services industry, including helicopter operators and air medical transportation companies. For each of the selected transactions listed below, Ducera reviewed, among other things, (i) the implied fully diluted enterprise value of the target company as a multiple of last-twelve-month earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the target company derived from publicly available resources (the “LTM EV/EBITDA Multiple”) and (ii) the implied fully diluted enterprise value of the target company as a multiple of the next-twelve-month EBITDA of the target company derived from publicly available resources (the “NTM EV/EBITDA Multiple”).

Announcement Date	Target	Acquiror	LTM EV/EBITDA Multiple	NTM EV/EBITDA Multiple
09/04/2019	PHI, Inc.	Chapter 11 Plan of Reorganization	12.5x	7.6x
10/31/2017	HNZ Group Inc.	PHI, Inc. and Don Wall	9.4x	6.6x
08/08/2017	American Medical Response, Inc.(1)(2)	Global Medical Response, Inc.	9.2x	N/A
03/24/2017	CHC Group Ltd.	Chapter 11 Plan of Reorganization	8.4x	7.1x
03/14/2017	Air Methods Corporation	American Securities LLC	8.7x	7.7x
03/11/2015	Air Medical Group Holdings, Inc.(1)	KKR & Co LP	9.1x	N/A
06/02/2011	Omniflight Helicopters, Inc.(1)	Air Methods Corporation	8.0x	N/A

(1)
Next-twelve-month EBITDA not available.

(2)
Last-twelve-month EBITDA calculated using the mid-point of $250 million and $270 million EBITDA, as provided in a Debtwire article dated May 25, 2017.

Ducera chose the precedent transactions for purposes of this analysis because Ducera believed they represented relevant transactions in the commercial helicopter services industry announced since June 2, 2011 for which information was publicly available. Although none of the precedent transactions is directly comparable to the Merger, the companies that participated in the selected precedent transactions are such that, for the purposes of analysis, the precedent transactions may be considered similar to the Merger.

Based on the analysis of the LTM EV/EBITDA Multiples for the selected transactions, Ducera selected a representative multiple range of 8.0x to 9.0x. Ducera applied this range to Era’s adjusted EBITDA (calculated for the twelve-month period ending on December 31, 2019 based on Era’s historical financials and Era Forecasts), then subtracted the estimated net debt of Era as of December 31, 2019. This analysis implied a range of values for the fully diluted Era Common Stock of approximately $248 million to $285 million.

Based on the analysis of the NTM EV/EBITDA Multiples for the selected transactions, Ducera selected a representative multiple range of 7.0x to 8.0x. Ducera applied these ranges to Era’s adjusted EBITDA (calculated for the twelve-month period ending on December 31, 2020 based on Era Forecasts), then subtracted the estimated net debt of Era as of December 31, 2019. This analysis implied a range of values for the fully diluted Era Common Stock of approximately $243 million to $284 million.

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Ducera’s Financial Analysis of Bristow

Discounted Cash Flow Analysis

Ducera also calculated a range of equity values for the shares of Bristow Common Stock based on a discounted cash flow analysis to value Bristow as a standalone entity. Ducera utilized the Bristow Forecasts as prepared and provided by management of Bristow as more fully described in the section entitled “The Merger — Certain Unaudited Prospective Financial Information—Certain Bristow Unaudited Prospective Financial Information”.

For purposes of its discounted cash flow analysis, Ducera defined unlevered free cash flow as (i) adjusted non-GAAP earnings before interest, taxes, depreciation and amortization, less (ii) capital expenditures, cash taxes, change in net working capital and U.K. pension plan obligations.

Utilizing the Bristow Forecasts, Ducera calculated the net present value of projected unlevered free cash flows for Bristow for the last quarter of its fiscal year 2020 and its fiscal years 2021 through 2025 and calculated terminal values based on an exit adjusted EBITDA multiple ranging from 7.00x to 8.00x. These values were then discounted to present values as of December 31, 2019 at discount rates ranging from 10.0% to 12.0%, which discount rates were selected based upon an analysis of Bristow’s estimated weighted average cost of capital. This analysis implied a range of values for the shares of Bristow Common Stock of approximately $846 million to $1,074 million.

Market Multiples Analysis

Ducera reviewed publicly available information relating to selected acquisition transactions in the commercial helicopter services industry, including helicopter operators and air medical transportation companies. For each of the selected transactions, Ducera reviewed, among other things, the LTM EV/EBITDA Multiple and the NTM EV/EBITDA Multiple, as set forth in the table in the section entitled “Ducera’s Financial Analysis of Era — Market Multiples Analysis”.

Ducera chose the precedent transactions for purposes of this analysis because Ducera believed they represented relevant transactions in the commercial helicopter services industry announced since June 2, 2011 for which information was publicly available. Although none of the precedent transactions is directly comparable to the Merger, the companies that participated in the selected precedent transactions are such that, for the purposes of analysis, the precedent transactions may be considered similar to the Merger.

Ducera also compared certain of Bristow’s financial information with comparable information provided by management of Era with respect to Era, which is in the transportation industry with operations and businesses that, for purposes of Ducera’s analysis, may be considered similar to Bristow’s, based on business sector participation, financial and other metrics and operating characteristics and services. For this analysis, Ducera reviewed, among other things, (i) the implied fully diluted enterprise value of Era as a multiple of last-twelve-month EBITDA of Era as of September 30, 2019 based on Era’s historical financials (the “Era LTM EV/EBITDA Multiple”) and (ii) the implied fully diluted enterprise value of Era as a multiple of the next-twelve-month EBITDA of Era as of September 30, 2019 derived from publicly available sources (the “Era NTM EV/EBITDA Multiple”).

Company	Era LTM EV/EBITDA Multiple	Era NTM EV/EBITDA Multiple
Era Group Inc.	8.1x	6.6x

Era is not identical to Bristow. In evaluating Era for purposes of this analysis, Ducera made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Bristow’s and Ducera’s control, such as the impact of competition on Bristow’s businesses and the industry generally, industry growth and the absence of any adverse material change in Bristow’s financial condition and prospects or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Based on the analysis of the LTM EV/EBITDA Multiples for the selected transactions and the Era LTM EV/EBITDA Multiple, Ducera selected a representative multiple range of 8.0x to 9.0x. Ducera applied this range to Bristow’s adjusted EBITDA (calculated for the twelve-month period ending on December 31, 2019 based on

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Bristow’s historical financials and Bristow Forecasts), then subtracted the estimated net debt of Bristow and assumed pension liability as of December 31, 2019. This analysis implied a range of values for the shares of Bristow Common Stock of approximately $466 million to $586 million.

Based on the analysis of the NTM EV/EBITDA Multiples for the selected transactions and the Era NTM EV/EBITDA Multiple, Ducera selected a representative multiple range of 7.0x to 8.0x. Ducera applied these ranges to Bristow’s adjusted EBITDA (calculated for the twelve-month period ending on December 31, 2020 based on Bristow Forecasts), then subtracted the estimated net debt of Bristow and assumed pension liability as of December 31, 2019. This analysis implied a range of values for the shares of Bristow Common Stock of approximately $561 million to $712 million.

Ducera’s Relative Contribution Analysis

Ducera then analyzed the respective implied equity values that each of Bristow and Era contribute to the combined company based on the discounted cash flow and market multiple analyses in comparison to the implied equity split in the Merger of 77% to holders of Bristow’s Common Stock and 23% to Era stockholders. The relative discounted cash flow implied equity value analysis utilized the midpoints of Bristow’s and Era’s respective weighted average cost of capital and terminal adjusted EBITDA multiple ranges in each case. The relative market multiple implied equity value analysis utilized the midpoints of Bristow’s and Era’s respective selected multiple ranges of enterprise value to last-twelve-month EBITDA and next-twelve-month EBITDA. This analysis implied the following percentage contributions of Bristow and Era:

Relative Contributions	Bristow	Era
Discounted Cash Flow	76.8%	23.2%
Market Multiples	68.7%	31.3%

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Ducera. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Ducera believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of the analyses as a whole, could create an incomplete view of the processes underlying the analyses and the opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of Ducera with respect to Bristow’s or Era’s actual value. In arriving at its opinion, Ducera reviewed various financial and operational metrics and forecasts for Bristow and Era, which were made available to Ducera by or on behalf of Bristow. In arriving at its opinion, Ducera did not attribute any particular weight to any analyses or factors, except as noted above, and did not form an opinion as to whether any individual analysis or factor, considered in isolation, supported or failed to support its opinion. Rather, Ducera considered the totality of the factors and analyses performed. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Ducera are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Ducera’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses could actually be bought or sold. The selected company reviewed is not identical to Bristow. However, the company selected was chosen because it is a publicly traded company with operations and businesses that, for purposes of Ducera’s analysis, may be considered similar to Bristow’s based on business sector participation, financial and other metrics and operating characteristics and services. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the company involved and other factors that could affect the company compared to Bristow.

The terms of the transaction, including the Aggregate Merger Consideration, were determined through arm’s-length negotiations between Bristow and Era and were approved by the Bristow Board. Although Ducera provided advice to the Bristow Board during the course of these negotiations, the decision to enter into the Merger Agreement was solely that of the Bristow Board. Ducera did not recommend any specific consideration to Bristow or that any specific amount or type of consideration constituted the only appropriate consideration for

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the Merger. As described in the section entitled “The Merger—Bristow’s Reasons for the Merger and Recommendation of the Bristow Board”, the opinion of Ducera and its presentation to the Bristow Board were among a number of factors taken into consideration by the Bristow Board in making its determination to approve the Merger Agreement and the transactions contemplated thereby.

Certain Unaudited Prospective Financial Information

Certain Era Unaudited Prospective Financial Information

Era does not, as a matter of course, make long-term projections as to future performance available to the public. Era avoids making public projections due to, among other things, the unpredictability of the underlying assumptions and estimates.

In connection with a possible transaction between Era and Bristow, Era management provided certain non-public, unaudited prospective financial information regarding Era’s anticipated results of operations to the Era Board, Bristow and Era’s and Bristow’s respective financial advisors. This unaudited prospective financial information consists of consolidated financial forecasts of Era for fiscal years 2020 through 2024 (the “Era Forecasts”). The Era Forecasts were provided by Era management to the Era Board and Bristow in connection with their evaluation of the Merger and also were provided to Era’s financial advisor, Centerview, in connection with their respective analyses and opinions described in Annex E and titled “Opinion of Centerview Partners LLC” and to Bristow’s financial advisor, Ducera, in connection with its respective analyses and opinions described in Annex F and titled “Opinion of Ducera Securities LLC”.

The Era Forecasts were prepared by Era management and are based on numerous estimates and assumptions at the time of preparation, including assumptions regarding general market-level forecasts driven by market growth-rate projections, as well as anticipated contract renewals and discretionary spending, and also assume no new restructuring activities, acquisitions (other than ordinary course capital expenditures) or divestitures. The Era Forecasts were based on information and market factors known to Era management as of December 2019. The Era Forecasts reflect the Era helicopter transportation businesses on a standalone basis, without giving effect to the Merger, the impact of negotiating or executing the Merger, the expenses that have been or may be incurred in connection with consummating the Merger, or the potential synergies (including the projected synergies described below) that may be achieved by the Combined Company as a result of the Merger.

The Era Forecasts were prepared to assist Era’s consideration of the potential transaction with Bristow. The forecasted financial information contained in this section entitled “Certain Unaudited Prospective Financial Information” was not audited nor was it prepared for public disclosure. The inclusion of this information in this joint proxy and consent solicitation statement/prospectus does not constitute an admission or representation by Era or Bristow that the information is material. You should note that this forecasted financial information constitutes forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31 for additional information.

The summary of the Era Forecasts is included in this joint proxy and consent solicitation statement/prospectus to give Era stockholders and Bristow stockholders access to non-public information that was provided to the Era Board, Bristow and Era’s and Bristow’s respective financial advisors (in each case, as and to the extent described in this section entitled “Certain Unaudited Prospective Financial Information”) in connection with evaluating the Merger and the transactions contemplated thereby.

Era uses certain financial measures in the Era Forecasts that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While Era believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. These non-GAAP financial measures are not reported by all of Era’s competitors and may not be directly comparable to similarly titled measures of Era’s competitors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Financial measures included in forecasts (including the Era Forecasts) provided to a board of directors or financial advisor in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore the Era Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP

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financial measures were not provided to or relied upon by the Era Board, Bristow, or Era’s or Bristow’s respective financial advisors in connection with the Merger. Accordingly, no reconciliation of the financial measures included in the Era Forecasts is provided in this joint proxy and consent solicitation statement/prospectus.

The Era Forecasts included the unlevered, after-tax free cash flows that Era was forecasted to generate during the year ending December 31, 2020 through the year ending December 31, 2024. Era’s unlevered, after-tax free cash flows were calculated as (i) adjusted non-GAAP earnings before interest and taxes, less (ii) taxes, capital expenditures and increase in net working capital, plus (iii) depreciation & amortization and net proceeds from asset sales. Era’s management team assumed an effective tax rate of 21%. Era management’s assumptions around capital expenditures were based on future asset requirements to support the projected growth in revenues. Net working capital requirements were based on projected revenues and expenditures and other assumptions based on historical trend data.

The following is a summary of Era’s unlevered, after-tax free cash flows (amounts may reflect rounding):

	Year Ended December 31
(in millions)	2020E	2021E	2022E	2023E	2024E
Operating income	$1	$3	$10	$14	$19
Less: Income tax	$0	$(1)	$(2)	$(3)	$(4)
Net operating profit after tax	$1	$2	$8	$11	$15
Depreciation and amortization	$40	$41	$35	$32	$29
Capital expenditure	$(7)	$(7)	$(12)	$(16)	$(20)
Change in net working capital	$(5)	$(1)	$0	$0	$0
Unlevered free cash flow(1)	$28	$36	$30	$27	$25

(1)
Unlevered Free Cash Flow was calculated for use by Centerview in connection with its discounted cash flow analysis described in the section entitled “The Merger — Opinion of Era’s Financial Advisor” and equals operating income less taxes, capital expenditures, and increase in net working capital, plus depreciation and amortization, each as set forth in Era’s unaudited prospective financial information and approved for Centerview’s use by Era management.

The following is a summary of the values for revenue and adjusted EBITDA contrained in the Era Forecasts (amounts may reflect rounding):

	Year Ended December 31
(in millions)	2020E	2021E	2022E	2023E	2024E
Revenue	$235	$245	$250	$259	$270
Adjusted EBITDA(1)	$41	$44	$45	$47	$49

(1)
Adjusted EBITDA, a non-GAAP term, is net income excluding certain disclosed items which Era does not believe to be indicative of underlying business trends, including interest expense, the write-off of financing costs, income tax provision, depreciation and amortization expense, non-controlling interests, and business separation, restructuring and other one-time, non-recurring costs.

The following is a summary of the calculations underlying the Adjusted EBITDA values in the Era Forecasts (amounts may reflect rounding):

	Year Ended December 31
(in millions)	2020E	2021E	2022E	2023E	2024E
Net income (loss)	$(7)	$(6)	$0	$4	$8
Depreciation and amortization	$40	$41	$35	$32	$29
Interest income	$(3)	$(3)	$(3)	$(3)	$(3)
Interest expense	$13	$13	$12	$12	$12
Income tax expense / (benefit)	$(2)	$(1)	$1	$2	$3
Adjusted EBITDA	$41	$44	$45	$47	$49

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Certain Bristow Unaudited Prospective Financial Information

Bristow does not, as a matter of course, make public long-term forecasts nor internal projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with its evaluation of the Merger, Bristow management prepared certain unaudited internal financial forecasts with respect to Bristow (the “Bristow Forecasts”), which were provided to the Bristow Board in connection with its evaluation of the Merger. Such forecasts also were provided to Ducera for its use and reliance in connection with its financial analyses and opinion described in “The Merger—Opinion of Bristow’s Financial Advisor”, as well as Centerview and Era. Ducera was authorized by Bristow to rely upon the Bristow Forecasts for Bristow in the performance of Ducera’s financial analyses and the preparation of such opinion.

The inclusion of this information should not be regarded as an indication that any of Bristow, its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

This information was prepared solely for internal use at the time of its preparation and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Bristow management as described in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors”. The unaudited prospective financial information reflects assumptions made at the time of its preparation, both as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Bristow can give no assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized.

In addition, because the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to its business, industry performance, the regulatory environment, general business and economic conditions and other matters described in “Risk Factors”. Please also see “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information”.

The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP or published guidelines of the SEC for preparation and presentation of prospective financial information. Neither Bristow’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of Bristow’s independent registered public accounting firm to Bristow contained elsewhere in this joint proxy and consent solicitation statement statement/prospectus, relates to historical financial information of Bristow, and such report does not extend to the projections included below and should not be read to do so. The unaudited prospective financial information set forth in “The Merger—Certain Bristow Unaudited Prospective Financial Information” has been prepared by, and is the responsibility of, Bristow management.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Bristow can give no assurance that, had the unaudited prospective financial information been prepared either as of the date of the Merger Agreement, as of the date of this joint proxy and consent solicitation statement/prospectus or as of the Bristow Consent Deadline, similar estimates and assumptions would be used. Except as required by applicable securities laws, Bristow does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to the accounting treatment of the Merger under GAAP, or to reflect changes in general economic or industry conditions.

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The unaudited prospective financial information represented the best good-faith estimates and judgments of the management team of Bristow that prepared such information at the time of preparation, but it does not take into account all the possible financial and other effects on Bristow or Era of the Merger, the effect on Bristow or Era of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the unaudited prospective financial information does not take into account the effect on Bristow or Era of any possible failure of the Merger to occur. None of Bristow, Era, or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Bristow stockholder or Era stockholder or other person regarding Bristow’s or Era’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the forecasted results will be achieved. The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation by Bristow, Era, their respective advisors or any other person that it is viewed as material information of Bristow or Era, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the unaudited prospective financial included below is not being included to influence the decision of any Bristow stockholder or Era stockholder on whether to consent to or vote in favor of, as applicable the Bristow Merger Proposal, the Era Stock Issuance Proposal or any other proposal to be considered with regard to the Bristow consent solicitation or the Era annual meeting, as applicable, but is being provided solely because it was authorized by Bristow management to be used and relied upon by Ducera in connection with its financial analysis and opinion described in “The Merger—Opinion of Bristow’s Financial Advisor”, which forecasts were provided to the Bristow Board in connection with its evaluation of the Merger.

In light of the foregoing, and considering that the Bristow consent solicitation and the Era annual meeting will be held several months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Bristow stockholders and Era stockholders, respectively, are cautioned not to place undue reliance on such information, and Bristow and Era urge all Bristow stockholders and Era stockholders to review Bristow’s historical consolidated financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus and Era’s most recent SEC filings for a description of Era’s reported financial results. See “Where You Can Find More Information”.

Bristow uses certain financial measures in the Bristow Forecasts that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While Bristow believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. These non-GAAP financial measures are not reported by all of Bristow’s competitors and may not be directly comparable to similarly titled measures of Bristow’s competitors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Financial measures included in forecasts (including the Bristow Forecasts) provided to a board of directors or financial advisor in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore the Bristow Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Bristow Board, Era, or Bristow’s or Era’s respective financial advisors in connection with the Merger. Accordingly, no reconciliation of the financial measures included in the Bristow Forecasts is provided in this joint proxy and consent solicitation statement/prospectus.

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The following table presents certain unaudited prospective financial information of Bristow prepared by Bristow management for the three months ending March 31, 2020 and the fiscal years ending March 31, 2021 through 2025 for the Bristow Board, Ducera, Centerview and Era and approved for Ducera’s use by Bristow management. This information reflects assumptions made at the time of its preparation, based on current financial information of Bristow, including extensive discussions with Bristow’s key operating and financial leaders, and included: (i) a bottom-up projection model based on aircraft and cost detail, including a review of Bristow’s employee headcount, flight hours and maintenance requirements, lease costs and capital expenditure requirements; (ii) known customer contract expirations during the period and assumptions with respect to Bristow’s ability to (x) retain existing customer contracts and (y) enter into new customer contracts as driven by market growth-rate projections; (iii) assessments of risks and opportunities to produce a balanced outlook; and (iv) assumptions as to the lack of any divesture of Bristow’s current operations.

	Three Months Ending March 31,	Year Ending March 31,
(in millions)	2020E	2021E	2022E	2023E	2024E	2025E
Revenue	$298	$1,303	$1,338	$1,372	$1,406	$1,441
Net Income (Loss)	$(51)	$20	$36	$47	$55	$63
Depreciation and Amortization	$28	$110	$111	$111	$111	$111
Interest Expense	$12	$35	$32	$32	$32	$32
Income Tax Expense / (Benefit)	$(1)	$2	$3	$—	$—	$—
Loss on Asset Disposal	$39	$—	$—	$—	$—	$—
Special Items	$—	$—	$—	$—	$—	$—
Adjusted EBITDA(1)	$27	$167	$183	$190	$198	$206
Cash Taxes	$(1)	$(19)	$(19)	$(19)	$(19)	$(19)
Capital Expenditures	$(3)	$(25)	$(25)	$(20)	$(20)	$(20)
Change in Net Working Capital	$(1)	$(11)	$(1)	$(5)	$(5)	$(5)
UK Pension Plan Obligation	$(3)	$(12)	$(12)	$(12)	$(12)	$(12)
Unlevered Free Cash Flow(2)	$ 19	$  101	$  127	$  135	$  143	$  150

(1)
Adjusted EBITDA, a non-GAAP term, is net income excluding certain disclosed items which Bristow does not believe to be indicative of underlying business trends, including interest expense, the write-off of financing costs, income tax provision, depreciation and amortization expense, non-controlling interests, and business separation, restructuring and one-time, non-recurring costs.

(2)
Unlevered Free Cash Flow was calculated for use by Ducera in connection with its discounted cash flow analysis described in the section entitled “The Merger — Opinion of Bristow’s Financial Advisor” and equals Adjusted EBITDA less cash taxes, capital expenditures, change in net working capital and U.K. pension plan obligations, each as set forth in Bristow’s unaudited prospective financial information and approved for Ducera’s use by Bristow management.

Material U.S. Federal Income Tax Consequences of the Merger

The following summary describes the anticipated material U.S. federal income tax consequences of the Merger to U.S. holders of Bristow Common Stock that exchange their shares of Bristow Common Stock for shares of Era Common Stock in the Merger. The discussion is based on the provisions of the Code, its legislative history, existing and proposed U.S. Treasury regulations thereunder, administrative rulings and judicial decisions, all as currently in effect as of the date hereof and all of which are subject to change (possibly with retroactive effect) and all of which are subject to differing interpretations. Any such change to applicable tax law could affect the accuracy of the statements and conclusions set forth in this discussion. Tax considerations under foreign, state, and local laws, U.S. federal laws other than those pertaining to income tax, and U.S. federal laws applicable to alternative minimum taxes or the “Medicare” tax on net investment income, are not addressed in this joint proxy and consent solicitation statement/prospectus.

For purposes of this discussion, the term “U.S. holder” is used to mean a beneficial owner of Bristow Common Stock that is:

• an individual citizen or resident of the United States;

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• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

• a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

• an estate that is subject to U.S. federal income taxation on its income regardless of its source.

This discussion is a summary and does not purport to be a comprehensive analysis or description of all potential U.S. federal income tax consequences of the Merger. This discussion addresses only those U.S. holders of Bristow Common Stock that hold their Bristow Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment) and does not address all the U.S. federal income tax consequences that may be relevant to particular holders of Bristow Common Stock in light of their individual circumstances or to holders of Bristow Common Stock that are subject to special rules, for example:

• financial institutions;

• pass-through entities (or other entities or arrangements classified as pass-through entities for U.S. federal income tax purposes) or investors in pass-through entities;

• insurance companies;

• mutual funds;

• tax-exempt organizations or governmental organizations;

• dealers or brokers in securities or currencies;

• persons that hold Bristow Common Stock that are subject to the alternative minimum tax;

• retirement or other tax-deferred accounts;

• traders in securities that elect to use a mark-to-market method of accounting;

• persons that hold Bristow Common Stock as part of a straddle, hedge, constructive sale or conversion transaction;

• regulated investment companies;

• real estate investment trusts;

• persons whose “functional currency” is not the U.S. dollar;

• persons required to accelerate the recognition of any item of gross income with respect to Bristow Common Stock as a result of such income being recognized on an applicable financial statement;

• persons who are not citizens or residents of the United States or who are U.S. expatriates or former citizens or long-term residents of the United States; and

• holders who acquired their shares of Bristow Common Stock through the exercise of an employee stock option or otherwise as compensation.

If a partnership or other entity or arrangement taxed as a partnership for U.S. federal income tax purposes holds Bristow Common Stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partner and partnership. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the Merger to them.

No IRS rulings will be sought by Bristow or Era with respect to the Merger, and there can be no assurance that the IRS or a court will not take a contrary position regarding the tax consequences described in this joint proxy and consent solicitation statement/prospectus. The actual tax consequences of the Merger to you may be complex and will depend on your specific situation and on factors that are not within Bristow’s or Era’s control. You should consult with your own tax advisor as to the tax consequences of the Merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

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Tax Consequences of the Merger Generally

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Bristow’s obligation to complete the Merger is conditioned on, among other things, the receipt by Bristow of an opinion from Kirkland & Ellis LLP, dated as of the Closing Date, to the effect that, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. This opinion will be based on the assumption that the Merger will be completed in the manner set forth in the Merger Agreement and in the registration statement on Form S-4 of which this joint proxy and consent solicitation statement/prospectus is a part, on facts and representations contained in letters provided by Bristow and Era in connection with the Merger and delivered at the time of closing, on the assumption that the facts and representations included in such representation letters are, as of the effective time, true and complete without qualification and that the representation letters are executed by appropriate and authorized officers of Bristow and Era, and on certain other assumptions stated in the opinion. If any of the assumptions or representations upon which the reorganization opinion is based are inconsistent with the actual facts with respect to the Merger, the anticipated U.S. federal income tax consequences of the Merger could be adversely affected. The reorganization opinion will not be binding on the IRS. As discussed above, neither Bristow nor Era intends to request any ruling from the IRS as to the U.S. federal income tax consequences of the Merger, and there is no guarantee that the IRS or a court will treat the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. Provided that the Merger qualifies as a “reorganization” under Section 368(a) of the Code, the material U.S. federal income tax consequences to U.S. holders will be as follows:

• no gain or loss will be recognized by U.S. holders of Bristow Common Stock who receive shares of Era Common Stock in exchange for shares of Bristow Common Stock pursuant to the Merger (except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of Era Common Stock that a U.S. holder of Bristow Common Stock would otherwise be entitled to receive, as discussed below under “—Cash Received In Lieu of a Fractional Share of Era Common Stock”);

• the aggregate basis of the Era Common Stock received by a U.S. holder of Bristow Common Stock in the Merger (including fractional shares of Era Common Stock deemed received and exchanged for cash as described below) will be the same as the aggregate basis of the Bristow Common Stock for which it is exchanged; and

• the holding period of the Era Common Stock received by a U.S. holder in exchange for shares of Bristow Common Stock (including fractional shares of Era Common Stock deemed received and exchanged for cash as described below) will include the holding period of the Bristow Common Stock for which it is exchanged.

If U.S. holders of Bristow Common Stock acquired different blocks of shares of Bristow Common Stock at different times or at different prices, such U.S. holders' basis and holding period will be determined separately with respect to each block of Bristow Common Stock. Any such U.S. holders should consult their tax advisors regarding the manner in which Era Common Stock received in the exchange should be allocated among different blocks of Bristow Common Stock and with respect to identifying the basis or holding periods of the particular shares of Era Common Stock received in the Merger.

Cash Received In Lieu of a Fractional Share of Era Common Stock

A U.S. holder of Bristow Common Stock who receives cash in lieu of a fractional share of Era Common Stock will be treated as having received the fractional share pursuant to the Merger and then as having sold the fractional share for cash. As a result, such U.S. holder of Bristow Common Stock will generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her fractional share interest as set forth above. This gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the Merger, such U.S. holder's holding period for such shares is greater than one year. For U.S. holders of Bristow Common Stock that are non-corporate holders, long-term capital gain generally will be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

Payments of cash to a U.S. holder of Bristow Common Stock pursuant to the Merger are subject to information reporting and may, under certain circumstances, be subject to backup withholding, unless such U.S. holder

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provides the Exchange Agent with its taxpayer identification number and proof of an applicable exemption and otherwise complies with the backup withholding rules. Any amounts withheld from payments to a U.S. holder of Bristow Common Stock under the backup withholding rules are not additional tax and generally will be allowed as a refund or credit against such U.S. holder's federal income tax liability; provided that such U.S. holder timely furnishes the required information to the IRS.

A U.S. holder of Bristow Common Stock who receives Era Common Stock as a result of the Merger will be required to retain records pertaining to the Merger. Each U.S. holder of Bristow Common Stock who receives Era Common Stock in the Merger and who is a “significant holder” will be required to file a statement with such U.S. holder’s U.S. federal income tax return in accordance with Treasury Regulations Section 1.368-3 setting forth information regarding the parties to the Merger, the date of the Merger, such U.S. holder's basis in the Bristow Common Stock surrendered and the fair market value of Era Common Stock and cash received in the Merger. A “significant holder” is a holder of Bristow Common Stock who, immediately before the Merger, owned either (i) at least 1% of the outstanding stock of Bristow (by vote or value) or (ii) securities of Bristow with a basis for U.S. federal income tax purposes of at least $1 million.

The preceding discussion is intended only as a summary of the material U.S. federal income tax consequences of the Merger. It is not a complete analysis or discussion of all potential tax effects that may be important to you. This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the Merger. Tax matters are very complicated, and the tax consequences of the Merger to you will depend upon the facts of your particular situation. Accordingly, as a U.S. holder of Bristow Common Stock, you should, and Bristow and Era strongly urge you to, consult with your tax advisor to determine the particular federal, state, local or foreign income or other tax consequences to you of the Merger, the effect of any potential changes in tax laws, and the applicability or any tax return reporting requirements.

Accounting Treatment

The Merger

The Merger will be accounted for as an acquisition by Bristow of Era under GAAP. Bristow is being treated as the acquirer pursuant to GAAP, notwithstanding the fact that a wholly-owned subsidiary of Era is acquiring Bristow, because, among other considerations, immediately following the Effective Time of the Merger: (i) former Bristow stockholders (including former holders of Bristow Preferred Stock) will own 77% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Combined Company will initially consist of eight directors, including six Bristow designees. The Merger will be accounted for under the acquisition method of accounting under GAAP. Under the acquisition method of accounting, for the purposes of the unaudited pro forma condensed combined consolidated financial information, management of Bristow and Era have determined a preliminary estimated purchase price for Era, see “Unaudited Pro Forma Condensed Combined Consolidated Financial Information – Note 5: Estimated Purchase Consideration and Preliminary Purchase Price Allocation” beginning on page 132 for additional information. Era’s net tangible and intangible assets acquired and liabilities assumed in connection with the Merger are recorded at their estimated acquisition date fair values. Any excess of the fair value of Era’s identified net assets acquired over the estimated purchase price will be recognized as a gain on bargain purchase. A final determination of the estimated fair values of these assets and liabilities will be based on Era’s actual net tangible and intangible assets as of the date of completion of the Merger.

Fresh-start Accounting

As discussed in Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus, Bristow applied fresh-start accounting as of October 31, 2019. Adopting fresh-start accounting results in a new reporting entity for financial reporting purposes with no beginning retained earnings or deficit. The cancellation of all existing shares outstanding on the Emergence Date and issuance of new shares in the reorganized company caused a related change of control under GAAP. The unaudited pro forma condensed combined consolidated statements of operations gives effect to the fresh-start accounting as of January 1, 2019.

On the Emergence Date (as defined herein), Bristow adopted fresh-start accounting as required by GAAP. Bristow qualified for fresh-start accounting because (i) the holders of then-outstanding voting shares of the

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pre-emergence debtor-in-possession received less than 50% of the voting shares of the post-emergence successor entity and (ii) the reorganization value of Bristow’s assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims.

As a result of the application of fresh-start accounting, as well as the effects of the implementation of the Bristow Plan of Reorganization, Bristow’s condensed consolidated financial statements subsequent to October 31, 2019, are not comparable with its consolidated financial statements prior to that date.

Interests of Certain Persons in the Merger

Interests of Certain of Era’s Directors and Executive Officers in the Merger

Certain of the directors and executive officers of Era have interests in the Merger that are different from, or in addition to, the interests of stockholders of Era generally. The members of the Era Board were aware of, and considered, these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the stockholders of Era approve the Merger-Related Proposals. Era’s stockholders should take these interests into account in deciding whether to vote “FOR” the Merger-Related Proposals. The interests of each director and executive officer of Era, if any, are described in more detail below, and certain of them are quantified within the narrative disclosure.

The amounts presented in the following discussion do not reflect the impact of applicable withholding or other potential taxes. As a result of these assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts, if any, to be received by Era’s executive officers and directors may materially differ from the amounts set forth in this section.

Acceleration of Era Equity Compensation Awards in Connection with the Merger

The consummation of the Merger will be a “change in control” as defined under the Era 2012 Share Incentive Plan (the “2012 Plan”). Pursuant to the terms of the 2012 Plan and the applicable award agreements, upon a “change in control”, all outstanding equity-based compensation awards that are unvested and that were issued prior to January 23, 2020, upon completion of the change in control (other than the 2020 Equity Awards, as described below) will become fully vested and exercisable.

In February 2020, the Era Board adopted new forms of award agreements to be used in connection with annual equity grants made in 2020 (the “2020 Equity Awards”). These award agreements provide that the 2020 Equity Awards will not accelerate solely upon the consummation of the Merger. Rather, such awards will continue to vest in accordance with the terms of the original vesting schedule. If, following the consummation of the Merger, the holder of such awards is terminated by the Combined Company without “cause”, or as a result of the holder’s retirement, death or disability, or, with respect to holders who are participants in the Era Severance Plan (as defined below), as a result of the holder’s resignation for “good reason”, then 2020 Equity Awards that are unvested as of the termination date will immediately vest.

The table below summarizes the number of Era Restricted Stock Awards held by Era’s directors and executive officers that are unvested as of March 25, 2020. None of the executive officers hold unvested stock options.

Name	Number of Restricted Shares
Christopher S. Bradshaw	273,932
Jennifer Whalen	83,130
Crystal Gordon	109,774
Stuart Stavley	66,865
Paul White	66,865
Grant Newman	72,354
Charles Fabrikant	8,086
Ann Fairbanks	8,086
Christopher P. Papouras	8,086
Yueping Sun	8,086
Steven Webster	8,086

*
The table above assumes that the 2020 Equity Awards will accelerate in connection with the consummation of the Merger as a result of an involuntary termination occurring immediately following such date.

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Era Senior Executive Severance Plan

On June 24, 2015, Era adopted the Era Group Inc. Senior Executive Severance Plan (the “Era Severance Plan”). All of Era’s current executive officers are participants in the Era Severance Plan, as well as certain other select employees of Era.

Under the Era Severance Plan, an eligible executive officer whose employment is terminated by Era without “cause” (as defined in the Era Severance Plan) or who resigns for “good reason” (as defined in the Era Severance Plan) within the two years following the Merger (or, in certain circumstances described in the Era Severance Plan, within the six month period prior to the consummation of the Merger), will be entitled to receive (subject to the executive officer’s execution of a release of claims in favor of Era and agreement to a one-year post-termination noncompetition covenant and a two-year post-termination employee and customer non-solicitation covenant):

• a lump sum cash payment equal to two times the sum of annual base salary and target annual bonus (three times for Era’s President and Chief Executive Officer);

• pro-rata target bonus for the year of termination;

• lump sum cash payment equal to COBRA premiums for 18 months; and

• outplacement services not to exceed $25,000.

The Era Severance Plan uses the same definition of a “change in control” as the 2012 Plan. Therefore, the consummation of the Merger will be a “change in control” under the Era Severance Plan.

For a quantification of the potential payments payable under the Era Severance Plan to Era’s named executive officers, see “Quantification of Potential Payments and Benefits to Era’s Named Executive Officers in Connection with the Merger” below. Currently, all of Era’s executive officers are considered named executive officers of Era pursuant to applicable SEC rules.

Membership on the Combined Company’s Board of Directors

Immediately following the Merger, the Combined Company’s board of directors is expected to be composed of eight directors. Six of the directors will be designated by Bristow, including G. Mark Mickelson, Hooman Yazhari, Lorin L. Brass, Wesley E. Kern, Robert J. Manzo, and Brian D. Truelove. In addition, Christopher S. Bradshaw and Charles Fabrikant, who are currently directors of Era, are expected to serve of the board of the Combined Company. Promptly after the Closing Date, subject to SEC and stock exchange rules, the directors of the Combined Company expect to appoint one additional director pursuant to the Merger Agreement.

Executive Officers of the Combined Company

The Merger Agreement provides that following the consummation of the Merger, Christopher S. Bradshaw, President and Chief Executive Officer of Era, will serve as the President and Chief Executive Officer of the Combined Company. The rest of the senior management team of the Combined Company will be named at a future date.

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Quantification of Potential Payments and Benefits to Era’s Named Executive Officers in Connection with the Merger

The information set forth below is being provided pursuant to Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Merger that Era named executive officers could receive in connection with the Merger. Such amounts have been calculated assuming that (i) the completion of the Merger occurs on June 30, 2020, (ii) the fair market value of a share of Era is $10.02, the average closing price of a share of Era Common Stock over the first five business days following the first public announcement of the Merger, (iii) each named executive officer experiences a qualifying termination under the Era Severance Plan immediately following the completion of the Merger, (which assumption with respect to Mr. Bradshaw is for illustrative purposes only, given he is expected to continue as Chief Executive Officer of the Combined Company), and (iv) each named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits. Some of the assumptions used in the table below are estimates because the information is not currently available and, as a result, the actual amounts to be received by any of the named executive officers below may materially differ from the amounts set forth below.

Name	Benefits(1)	Cash ($)(2)	Equity ($)(3)	Total ($)
Christopher Bradshaw	44,890	5,473,125	2,744,799	8,262,814
Crystal Gordon	59,264	1,593,750	1,099,935	2,752,950
Jennifer Whalen	46,346	1,143,125	832,963	2,022,434
Stuart Stavley	35,181	1,014,063	669,987	1,719,231
Paul White	58,893	1,014,063	669,987	1,742,943
Grant Newman	54,205	1,014,063	724,987	1,793,254

(1)
Represents an amount equal to 18 months’ COBRA continuation plus $25,000 per executive in respect of outplacement services.

(2)
Represents (i) lump sum cash payment equal to two times the sum of annual base salary and target annual bonus for 2020 (three times for Era's President and Chief Executive Officer), and (ii) a pro-rated target bonus in respect of fiscal year 2020.

(3)
Represents the number of unvested restricted shares multiplied by $10.02, the average closing price of a share of Era Common Stock over the first five business days following the first public announcement of the Merger. None of the executive officers hold unvested stock options.

Interests of Certain of Bristow’s Directors and Executive Officers in the Merger

Certain of the directors and executive officers of Bristow have interests in the Merger that are different from, or in addition to, the interests of stockholders of Bristow generally. The members of the Bristow Board were aware of, and considered, these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the stockholders of Bristow approve the Bristow Merger Proposal. Bristow’s stockholders should take these interests into account in deciding whether to vote “FOR” the Bristow Merger Proposal. The interests of each non-employee director and executive officer of Bristow, if any, are described in more detail below, and certain of them are quantified within the narrative disclosure.

Accelerated Vesting of Equity Awards upon a Qualifying Termination

Outstanding equity awards granted under the Bristow Group Inc. 2019 Management Incentive Plan (the “Bristow MIP”) to Bristow’s employees, including its executive officers, contain a four-year vesting schedule where 25% of the underlying shares vest in annual tranches, subject to continued employment or service with Bristow or an affiliate (which would include the Combined Company).

The consummation of the Merger will not be a “change in control” as defined under the Bristow MIP, and therefore the vesting of outstanding equity awards will not accelerate solely upon the consummation of the Merger. However, pursuant to the terms of the Bristow MIP and the applicable award agreements, upon a “Qualifying Termination” (i.e., a termination by Bristow without “cause” or resignation by the executive officer for “good reason”) of a Bristow employee, a pro-rata portion of the then-current vesting tranche will immediately vest as of such executive’s termination date, provided that if such termination occurs on or prior to October 31, 2020, then 25% of the shares subject to the equity award will immediately vest as of the termination date. Such accelerated vesting is subject to execution of an effective release of claims in favor of Bristow and continued compliance with certain restrictive covenants, as described below.

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In addition, each award granted under the Bristow MIP to Bristow’s directors (other than Bristow’s chief executive officer) provides for full accelerated vesting upon a termination of such director’s service with Bristow due to death, disability, or a requirement that such director resign from the Bristow Board in accordance with certain requirements contained in the Bristow Stockholders Agreement. For purposes of this joint proxy and consent solicitation statement/prospectus, it is assumed that each current director of Bristow will be appointed to the board of directors of the Combined Company, and as a result none of their Bristow equity awards will be subject to accelerated vesting in connection with the Merger.

The table below summarizes the number of Bristow restricted stock units (“Bristow RSUs”) covering Bristow Common Stock and Bristow Preferred Stock, and Bristow stock options covering Bristow Common Stock and Bristow Preferred Stock, held by Bristow’s executive officers that are unvested as of March 31, 2020.

	Number of Unvested RSUs		Number of Unvested Options
	Common	Preferred	Common	Preferred
L. Don Miller	72,216	43,395	48,144	28,930
Brian J. Allman	16,293	9,790	10,862	6,527
Robert Phillips	19,375	11,642	12,917	7,762
Alan Corbett	19,375	11,642	12,917	7,762
Victoria V. Lazar	16,953	10,187	11,302	6,791

For a quantification of the potential value of accelerated vesting of equity awards granted under the Bristow MIP to Bristow’s named executive officers in connection with a Qualifying Termination, see “Quantification of Potential Payments and Benefits to Bristow’s Named Executive Officers in Connection with the Merger” below. For purposes of this joint proxy and consent solicitation statement/prospectus, it is assumed that all of Bristow’s executive officers would be considered named executive officers of Bristow pursuant to applicable SEC rules.

Severance Plan

On October 31, 2019, Bristow adopted the Bristow Group Inc. Amended and Restated 2019 Management Severance Benefits Plan (the “Bristow Severance Plan”). All of Bristow’s current executive officers are participants in the Bristow Severance Plan. The Bristow Severance Plan uses the same definition of a “change in control” as the Bristow MIP. Therefore, the consummation of the Merger will not be considered a change in control under the Bristow Severance Plan.

Under the Bristow Severance Plan, an eligible executive officer whose employment is terminated by Bristow upon a Qualifying Termination, other than during the two-year period following a change in control, will be entitled to receive the following severance payments and benefits:

• 12 months of salary continuation payments (24 months in the case of Bristow’s chief executive officer);

• A pro-rated annual bonus for the year of termination, determined based on actual performance for the fiscal year;

• company-paid COBRA premiums for 18 months; and

• twelve months of outplacement services.

The severance benefits summarized above are subject to the executive officer’s execution of a release of claims in favor of Bristow, and compliance with a one-year post-termination noncompetition covenant and a two-year post-termination employee and customer non-solicitation covenant.

For a quantification of the potential payments payable under the Bristow Severance Plan to Bristow’s named executive officers, see “Quantification of Potential Payments and Benefits to Bristow’s Named Executive Officers in Connection with the Merger” below.

Transaction and Retention Bonuses

On January 3, 2020, Bristow entered into an Incentive Agreement with Mr. Miller that provides for a lump sum cash payment of $750,000 (less applicable withholdings and deductions) if the Merger closes on or before July 1, 2020, subject to his continued employment with Bristow through the Closing Date. In addition, Mr. Miller will remain eligible to receive such transaction bonus, subject to the same Merger closing timing requirement, if his

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employment with Bristow is terminated prior to the Closing Date due to a Qualifying Termination, his death, or the inability to perform his duties on a full-time basis as a result of incapacity due to mental or physical illness. In addition, the July 1, 2020 deadline for the Merger closing is waived in the event that the Merger has not closed by such date solely due to the lack of one or more regulatory approvals related to the Merger. Such transaction bonus, if earned, is payable within thirty days following the closing of the Merger.

In February 2020, Bristow entered into retention bonus letter agreements with certain employees, including each of its executive officers (other than Mr. Miller), which provide for a lump sum cash payment to be paid on or about February 26, 2021, subject to such employee’s continued employment with Bristow through such date. The amount of each such retention bonus payable to Bristow executive officers (other than Mr. Miller) is $300,000 (less applicable withholdings and deductions). If an executive officer’s employment with Bristow is terminated without cause or such executive resigns for good reason (each as defined in such executive’s employment or equity award agreements), then the retention bonus will be payable on the later of the original payment date and the 60th day following such executive’s employment termination date, and payment will also be conditioned on execution of a release of claims in favor of Bristow and compliance with any restrictive covenants contained in an agreement between such executive and Bristow or its affiliates.

Employee Benefits

For a description of benefits that will be provided by Era or the surviving entity to certain individuals who become employees of Era at the Effective Time and who were employees of Bristow or any of its subsidiaries immediately prior to the Effective Time please see “The Merger Agreement – Employee Matters” beginning on page 112.

Director and Officer Indemnification

The Merger Agreement provides that members of the Bristow Board and executive officers of Bristow will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Merger. For a more detailed description of the provisions of the Merger Agreement relating to director and officer indemnification, please see the section of this joint proxy and consent solicitation statement/prospectus entitled “The Merger Agreement—Indemnification and Insurance” beginning on page 112.

Membership on the Combined Company’s Board of Directors

Immediately following the Merger, the Combined Company's board of directors is expected to initially be composed of eight directors. Six of the directors will be designated by Bristow, including G. Mark Mickelson, Hooman Yazhari, Lorin L. Brass, Wesley E. Kern, Robert J. Manzo, and Brian. D. Truelove. In addition, Christopher S. Bradshaw and Charles Fabrikant, who are currently directors of Era, are expected to serve on the board of directors of the Combined Company. Promptly after the Closing Date, subject to SEC and applicable stock exchange rules, the directors of the Combined Company expect to appoint one additional director pursuant to the Merger Agreement.

Quantification of Payments and Benefits to Bristow’s Named Executive Officers

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Merger that the Bristow named executive officers could receive in connection with the Merger. Such amounts have been calculated assuming that (i) the completion of the Merger occurs on June 30, 2020, (ii) the fair market value of a share of Bristow Preferred Stock immediately prior to completion of the Merger, after taking into account the conversion required by the Bristow Certificate of Designations upon a “Fundamental Transaction” (as defined in the Bristow Certificate of Designations) is $79.16 (which itself is calculated by multiplying an assumed exchange ratio of Bristow Preferred Stock to Era Common Stock of 7.9 by $10.02, the average closing price of a share of Era Common Stock over the first five business days following the first public announcement of the Merger), (iii) the fair market value of a share of Bristow Common Stock immediately prior to the conversion of Bristow Preferred Stock into Bristow Common Stock and immediately prior to the completion of the Merger is $15.28 (which itself is calculated by multiplying an assumed exchange ratio of Bristow Common Stock to Era Common Stock of 1.525 by $10.02, the average closing price of a share of Era Common Stock over the first five business days following the first public

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announcement of the Merger), (iv) each named executive officer experiences a Qualifying Termination immediately following the completion of the Merger, and (v) each named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above and in the footnotes to the table, and do not reflect certain compensation actions that may occur after the date hereof and before completion of the Merger. The calculations in the table below also do not include amounts the eligible Bristow named executive officers were already entitled to receive or vested in as of the date hereof. In addition, these amounts do not attempt to forecast any additional equity or cash award grants, or issuances or forfeitures that may occur, prior to the Closing Date. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by any of the named executive officers below may materially differ from the amounts set forth below.

Compensation

	Cash ($)(1)	Equity ($)(2)	Benefits ($)(3)	Total ($)
L. Don Miller	$2,985,100	$1,479,301	$36,441	$4,500,842
Brian J. Allman	$721,000	$333,738	$26,689	$1,081,427
Robert Phillips	$662,805	$396,873	$22,736	$1,082,414
Alan Corbett	$643,500	$396,873	$28,510	$1,068,883
Victoria Lazar	$643,500	$347,262	$22,736	$1,013,498

(1)
Amounts in this column include the amounts set forth in the table below.

	Cash Severance (Salary) ($)	Cash Severance (Bonus) ($)(4)	Incentive Bonus ($)	Total ($)
L. Don Miller	$1,442,000	$793,100	$750,000	$2,985,100
Brian J. Allman	$412,000	$309,000	—	$721,000
Robert Phillips	$401,700	$261,105	—	$662,805
Alan Corbett	$390,000	$253,500	—	$643,500
Victoria Lazar	$390,000	$253,500	—	$643,500

(2)
All Bristow stock options covering Bristow Preferred Stock and Bristow Common Stock have an exercise price of $36.37 per share.

(3)
Amounts in this column represent the estimated COBRA premiums based on the named executive officer’s current health insurance elections. In the case of Mr. Corbett, the estimate represents the cost to continue private health insurance coverage, and such amount has been converted from British pounds into U.S. dollars using an assumed exchange rate of 1.21. The cost of outplacement benefits is not included.

(4)
The amounts in this column include the full target bonus amount that an executive is eligible to receive for the current fiscal year, but under the terms of the Bristow Severance Plan such executive would only be entitled to receive a prorated portion of such executive’s annual bonus based on actual performance for the relevant period.

Governance of the Combined Company

Immediately following the Merger, the Combined Company’s board of directors is expected to initially be composed of eight directors. Six of the current directors of Bristow, including G. Mark Mickelson, Hooman Yazhari, Lorin L. Brass, Wesley E. Kern, Robert J. Manzo, and Brian D. Truelove, are expected to serve as directors of the Combined Company, as are Christopher S. Bradshaw and Charles Fabrikant, who are currently directors of Era. Promptly after the Closing Date, subject to SEC and applicable stock exchange rules, the directors of the Combined Company expect to appoint one additional director pursuant to the Merger Agreement.

The Chairman of the Combined Company will be reasonably acceptable to each of SDIC and Solus. Subject to applicable law and listing requirements, (a) one of either Robert J. Manzo or Wesley E. Kern and (b) one of

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either G. Mark Mickelson or Lorin L. Brass will serve on each committee of the Era Board. The Merger Agreement provides that following the consummation of the Merger, Christopher S. Bradshaw, President and Chief Executive Officer of Era, will serve as the President and Chief Executive Officer of the Combined Company.

Treatment of Indebtedness

Upon the completion of the Merger, the Combined Company is expected to have approximately an aggregate of $730 million of indebtedness, including $144 million aggregate principal amount of Senior Unsecured Notes, as well as a number of Bristow’s and its subsidiaries debt facilities that will remain in place after the Merger that are described under “Management’s Discussion and Analysis of Bristow’s Financial Condition and Results of Operations” and in Bristow’s audited and unaudited financial statements, elsewhere in this joint proxy and consent solicitation.

Bristow has repaid a portion of its 2019 Term Loan with proceeds from Bristow’s H225 sale, and prior to the completion of the Merger, Bristow expects to repay the remaining portion of its 2019 Term Loan in full with cash on hand. Additionally, Era’s $125 million Senior Secured Revolver is expected to be terminated in connection with completion of the Merger. Following the Merger, the Combined Company is expected to have access to Bristow’s ABL Facility, which is expected to be increased from $75 million to $112.5 million.

Regulatory Approvals

Consummation of the Merger is conditioned upon the receipt of antitrust approval. Under the provisions of the HSR Act, the Merger may not be consummated until filings are made with the Antitrust Division of the DOJ and the FTC and the expiration of, or early termination of, a 30-calendar day waiting period following the filing. Era and Bristow submitted their respective Notification and Report forms pursuant to the HSR Act on February 6, 2020. On March 9, 2020, Era withdrew its Notification and Report form, and on March 11, Era refiled an updated Notification and Report form, thereby commencing a new 30-day waiting period, which expired on April 10, 2020 without extension or any further action by the US antitrust agencies.

Appraisal Rights

Except as otherwise waived pursuant to the Bristow Stockholders Agreement, Dissenting Shares will not be converted into the right to receive their portion of the Aggregate Merger Consideration, but instead holders of such shares will be entitled to appraisal rights under Section 262 of the DGCL to have the Delaware Court of Chancery determine the “fair value” of such stockholder’s shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and thereafter to receive payment of such “fair value” in cash, together with interest, if any, at the rate specified in Section 262 of the DGCL. See “The Merger Agreement– Dissenter’s Rights of Appraisal of Holders of Bristow Common Stock” beginning on page 118 for more information. Considering the complexity of Section 262 of the DGCL, dissenting stockholders who may wish to pursue appraisal rights should consult their own legal and financial advisors. See “Appraisal Rights of Bristow Stockholders” beginning on page 239 for more information. For the full text of Section 262 of the DGCL, a copy is attached to this joint proxy and consent solicitation statement/prospectus as Annex J.

Bristow Preferred Stock Conversion

The Merger constitutes a “Fundamental Transaction” under the Bristow Certificate of Designations and, therefore, pursuant to Section 8 thereof, and as set forth in the Merger Agreement, immediately prior to the Effective Time, the Bristow Preferred Stock will be converted into shares of Bristow Common Stock. At the Effective Time, the shares of Bristow Common Stock (including the shares issued pursuant to the Preferred Stock Conversion) collectively will receive a number of shares of Era Common Stock equal to 77% of the equity interests of the Combined Company, as appropriately adjusted for the Reverse Stock Split, if it is effected.

In accordance with the Bristow Certificate of Designations, upon the Preferred Stock Conversion, holders of Bristow Preferred Stock will receive a number of shares of Bristow Common Stock that would be economically equivalent to such holder receiving (as determined in good faith by the Bristow Board) (i) the Liquidation Preference (as defined in the Bristow Certificate of Designations and as described below), multiplied by 102%, plus (ii) the present value (computed using a discount rate based on United States Treasury securities with a maturity closest to October 31, 2024 (the fifth anniversary of the date on which the Bristow Preferred Stock was

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issued plus 0.5%) as of the Closing Date of the Merger of the expected amount of all remaining dividends that would have accrued on the Bristow Preferred Stock between the Closing Date and October 31, 2024, multiplied by 102% (such amount, the “Preferred Stock Conversion Amount”).

In accordance with Section 5 of the Bristow Certificate of Designations, the Liquidation Preference is equal to the greatest of (i) the Initial Liquidation Preference ($48.51 per share, as defined in the Bristow Certificate of Designations) per share of Bristow Preferred Stock, (ii) an amount that results in the holders of Bristow Preferred Stock achieving the Base Return Amount (as defined in the Bristow Certificate of Designations) and (iii) the amount a holder of Bristow Preferred Stock would have received had such holder converted its shares of Bristow Preferred Stock into shares of Bristow Common Stock immediately prior to the Merger. Although the amounts in clause (ii) and clause (iii) cannot be finally determined until closing, Bristow expects that the Base Return Amount will be the greater of the three amounts noted above, and that, accordingly, the aggregate Liquidation Preference, as calculated in accordance with Section 5 of the Bristow Certificate of Designations, will be equal to the amount that results in the holders of Bristow Preferred Stock achieving the Base Return Amount. Further, assuming, for illustrative purposes only, that the Merger closes on June 30, 2020, Bristow expects the Base Return Amount to equal 1.5x MOIC (as defined in the Bristow Certificate of Designations), or approximately $519 million. Consequently, assuming, for illustrative purposes only, that the Merger closes on June 30, 2020, the Preferred Stock Conversion Amount would be expected to equal approximately $670 million, which represents the aggregate Liquidation Preference of $519 million multiplied by 102% plus the present value (computed as described above) of all remaining dividends that would accrue on the Bristow Preferred Stock between June 30, 2020 and October 31, 2024 multiplied by 102%.

The number of shares of Bristow Common Stock that is economically equivalent to the Preferred Stock Conversion Amount will be based on the value of a share of Era Common Stock as calculated pursuant to Section 5(c)(i) of the Bristow Certificate of Designations. That section provides that the value of a share of Era Common Stock for purposes of the Preferred Stock Conversion will be equal to the greater of (i) 90.0% multiplied by the average of the volume-weighted average price of a share of Era Common Stock for the 30 trading days immediately preceding the Closing Date (the “pre-closing discounted Era VWAP”) and (ii) the price per share of Era common stock im lied by the aggregate consideration in the definitive documents relating to the Merger (the “implied value per Era share”).

The Bristow Board ascribed an equity value to Bristow as of January 23, 2020 (the “signing date”) of $876 million, based on Bristow’s expected run rate Adjusted EBITDA of $165 million, estimated net debt as of December 31, 2019 of $444 million and an Adjusted EBITDA multiple of 8.0x. Based on the illustrative Preferred Stock Conversion Amount described above (approximately $670 million), approximately 76% of Bristow’s equity value would be attributable to the Bristow Preferred Stock. For illustrative purposes only and based on the number of shares of Era Common Stock issued and outstanding as of March 31, 2020, as well as the number of shares underlying Era equity awards issued as of such time, and before taking into account the Reverse Stock Split, if it is effected, the shares of Bristow Common Stock (including shares issued pursuant to the Preferred Stock Conversion and the Bristow Reserve Shares) would convert into the right to receive an aggregate of 73,517,873 shares of Era Common Stock upon consummation of the Merger (or 77% of the equity interests of the combined company as provided under the Merger Agreement). Of these 73,517,873 shares of Era Common Stock, the former holders of Bristow Preferred Stock or Bristow equity awards with respect to Bristow Preferred Stock would be entitled to approximately 76%, or 56,189,277 shares, and the former holders of Bristow Common Stock or Bristow equity awards with respect to Bristow Common Stock would be entitled to the remaining 24%, or 17,328,596 shares. Therefore, assuming for illustrative purposes that the Merger closes on June 30, 2020, and before taking into account the Reverse Stock Split, if it is effected, the implied value per share of Era Common Stock would be $11.92 (or $670 million divided by 56,189,277). As of April 21, 2020, the implied value per share of Era Common Stock would be greater than the average of the VWAP per share of Era Common Stock for the 30 trading days immediately preceding March 31, 2020 ($4.78).

Because certain factors, including the Preferred Stock Conversion Amount and the pre-closing discounted Era VWAP, will not be known until the Closing Date, the number of shares of Bristow Common Stock to be issued as a result of the Preferred Stock Conversion and the number of shares of Era Common Stock to be issued to Bristow stockholders in the Merger will also not be known until such time. However, the table below sets forth (i) the number of shares of Bristow Common Stock that may be issued (including shares underlying Bristow Preferred Stock options and Bristow Preferred Stock RSUs) based on the illustrative calculation of the Preferred

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Stock Conversion Amount set forth above and a range of assumed prices for Era Common Stock, and (ii) the corresponding number of shares of Era Common Stock issued to Bristow stockholders in the Merger before taking into account the Reverse Stock Split, if it is effected. The table begins at the point of equivalence, where the implied value per Era share ($11.92) equals 90.0% of the Era 30-day VWAP ($13.24).

Assumed Era 30-day VWAP	$13.24	$14.00	$15.00	$16.00	$17.00
Preferred Stock Conversion Amount ($ in millions)	$670	$670	$670	$670	$670
(/) greater of pre-closing discounted Era VWAP and implied value per share of Era Common Stock	$11.92	$12.60	$13.50	$14.40	$15.30
Total number of shares of Bristow Common Stock issued prior to the Preferred Stock Conversion	11,952,240	11,952,240	11,952,240	11,952,240	11,952,240
Number of shares of Bristow Common Stock to be issued upon Preferred Stock Conversion	38,756,038	31,161,107	24,777,199	20,564,247	17,575,777
Total number of shares of Bristow Common Stock issued after the Preferred Stock Conversion	50,708,278	43,113,347	36,729,439	32,516,487	29,528,017
Total number of shares of Era Common Stock to be issued to Bristow stockholders	73,517,873	73,517,873	73,517,873	73,517,873	73,517,873
Holders of Bristow Preferred Stock	56,189,277	53,136,638	49,594,195	46,494,558	43,759,584
Holders of Bristow Common Stock (prior to Bristow Preferred Stock Conversion)	17,328,596	20,381,235	23,923,678	27,023,315	29,758,289
Exchange Ratio for Merger (Bristow Common Stock (after Bristow Preferred Stock Conversion) to Era Common Stock)	1.45	1.71	2.00	2.26	2.49

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THE MERGER AGREEMENT

The following discussion describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this section and elsewhere in this joint proxy and consent solicitation statement/prospectus are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this joint proxy and consent solicitation statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. You are encouraged to carefully read the entire Merger Agreement.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement is included in this joint proxy and consent solicitation statement/prospectus only to provide public disclosure regarding its terms and conditions as required by U.S. federal securities laws and is not intended to provide any factual information about Bristow or Era. Furthermore, any factual disclosures about Bristow or Era contained in this joint proxy and consent solicitation statement/prospectus or in Bristow’s or Era’s public reports filed with the SEC may supplement, update or modify the factual disclosures made by such person contained in the Merger Agreement.

The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement. These representations and warranties:

• were made solely to the parties to, and only for purposes of, the Merger Agreement and as of specific dates set forth therein and may be subject to more recent developments;

• may not be intended as statements of fact, but rather as a means of allocating risk between the parties in the event the statements therein prove to be inaccurate;

• have been qualified by certain disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; and

• may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors.

Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone and should not be relied upon as characterizations of the actual state of facts of Bristow, Era or any of their respective subsidiaries or affiliates.

The Merger

Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Bristow, with Bristow being the surviving company as a direct wholly owned subsidiary of Era.

At the Effective Time, by virtue of the Merger and without any action on the part of Bristow, Merger Sub or Era, each share of Bristow Common Stock issued and outstanding immediately prior to the Effective Time (including (a) any shares of Bristow Common Stock issued as a result of the Preferred Stock Conversion and (b) the Bristow Reserve Shares), other than Dissenting Shares, will be converted automatically into the Per Share Merger Consideration as described in “—Merger Consideration” beginning on page 99.

The Merger will not change the outstanding shares of capital stock of Era.

Effective Time and Closing

The Merger Agreement provides that the consummation of the Merger will take place on (a) the third Business Day after all conditions to effect the Merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the satisfaction or waiver of those conditions at that time) or (b) such other date and time as agreed to in writing by Bristow and Era (as applicable, the “Effective Time”).

The Merger will be effective at the time of acceptance of a certificate of merger by the Secretary of State of the State of Delaware, or at such subsequent time as Bristow and Era agree and specify in such certificate of merger.

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Merger Consideration

At the Effective Time, by virtue of the Merger and without any action on the part of Bristow, Merger Sub or the holders of any securities of Bristow or Merger Sub, the shares of Bristow Common Stock outstanding immediately prior to the closing (including shares issued as a result of the Preferred Stock Conversion and the Bristow Reserve Shares) will be converted into the right to receive an aggregate number of shares of Era Common Stock equal to the product of (i) 77% multiplied by (ii) the quotient of (x) the number of shares of Era Common Stock outstanding immediately prior to the Merger, calculated on fully-diluted basis, divided by (y) 23% (i.e., the Aggregate Merger Consideration).

Each holder of Bristow Common Stock, other than holders of Dissenting Shares, will be entitled to receive, for each share of Bristow Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Bristow Common Stock outstanding immediately prior to the Merger (including, among other things, shares issued as a result of the Preferred Stock Conversion and any shares underlying Bristow options or Bristow RSUs) and, if applicable, cash in lieu of fractional shares. Era stockholders will continue to own their existing Era shares.

All shares of Bristow Common Stock (including shares issued as a result of the Preferred Stock Conversion and the Bristow Reserve Shares) that have been converted into the right to receive the Aggregate Merger Consideration will be automatically cancelled. The holders of certificates that, immediately prior to the Effective Time, represent such shares of Bristow Common Stock or non-certificated shares of Bristow Common Stock represented by book-entry will cease to have any rights, except for the right to receive the Per Share Merger Consideration, among other rights.

Preferred Stock Conversion

Bristow will cause all shares of Bristow Preferred Stock (including all shares of Bristow Preferred Stock underlying Bristow Preferred Stock options and Bristow RSUs in respect of Bristow Preferred Stock) to be converted into shares of Bristow Common Stock prior to the Effective Time.

Exchange and Payment Procedures

Era will appoint a U.S. bank or trust company (subject to Bristow’s reasonable prior approval) to act as an exchange agent (the “Exchange Agent”) under the Merger Agreement.

At or prior to the Effective Time, Era will deposit or cause to be deposited with the Exchange Agent, an aggregate number of shares of Era Common Stock to be issued in uncertificated form or book-entry form comprising the amounts required to be delivered in respect of the Aggregate Merger Consideration and, as necessary from time to time after the Effective Time, any dividends or other distributions payable on such shares of Era Common Stock which had not theretofore been surrendered for exchange or been exchanged (such Era shares provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). The Exchange Agent will deliver the Aggregate Merger Consideration out of the Exchange Fund.

As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Closing Date, the Exchange Agent shall mail to each Bristow stockholder whose shares were converted into the Aggregate Merger Consideration a letter of transmittal and associated instructions which will include instructions on how the Bristow stockholders may surrender their certificates or book-entry shares formerly representing shares of Bristow Common Stock.

Upon the surrender of the certificates or book-entry shares to the Exchange Agent together with a duly completed and validly executed letter of transmittal, the holder of such certificates or book-entry shares will be entitled to receive in exchange therefor its portion of the Aggregate Merger Consideration, cash in respect of any fractional shares of Era Common Stock, and any dividends or other distributions with a record date after the Effective Time. No interest shall be paid or accrue on any cash payable upon surrender of any certificate.

Any portion of the Exchange Fund that remains unclaimed by, or otherwise undistributed to, the holders of certificates and book-entry shares as of one year after the Effective Time will be delivered by the Exchange Agent to the Combined Company upon demand. In such event, any former Bristow stockholder that has not claimed their portion of the Aggregate Merger Consideration and any other amounts payable pursuant to the

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Merger Agreement may only look to the Combined Company for payment and delivery of their portion of the Aggregate Merger Consideration and any such amounts demanded.

If a certificate has been lost, stolen or destroyed, the Exchange Agent will issue the portion of the Aggregate Merger Consideration deliverable in respect thereof upon receipt of an affidavit as to that loss, theft or destruction and, if reasonably required by the Exchange Agent, the posting of a bond in a customary amount as indemnity against any claim that may be made against it with respect to the certificate, and the Exchange Agent will pay and deliver, in exchange for each share of Bristow Common Stock represented by such lost, stolen or destroyed certificate, the Per Share Merger Consideration.

Treatment of Bristow Equity Awards

Pursuant to the terms of the Merger Agreement, Bristow stock options and other stock-based awards will generally be treated as follows:

Immediately prior to the Effective Time, each option to purchase Bristow Preferred Stock, whether vested or unvested, will be converted into an option to purchase Bristow Common Stock (each, a “Bristow Converted Option”), and each Bristow RSU covering Bristow Preferred Stock, whether vested or unvested, will be converted into a restricted stock unit in respect of Bristow Common Stock (each, a “Bristow Converted RSU”), in each case in the manner contemplated by the Bristow MIP using an exchange ratio determined pursuant to the terms of the Bristow Certificate of Designations in the case of a “Fundamental Transaction” (as defined in the Bristow Certificate of Designations).

Each option to purchase Bristow Common Stock (including Bristow Converted Options), whether vested or unvested, will, as of the Effective Time, be assumed and converted into an option to purchase shares of Era Common Stock (“Replacement Option”), with the number of shares of Era Common Stock subject to each such Replacement Option being equal to the product of (a) the number of shares of Bristow Common Stock subject to the applicable option immediately prior to the Effective Time, multiplied by (b) the Per Share Merger Consideration (with the aggregate number of shares of Era Common Stock subject to the Replacement Option rounded down to the nearest whole number of shares), at an exercise price per share of Era Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of the applicable option to purchase Bristow Common Stock by (ii) the Per Share Merger Consideration. Each Replacement Option shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Bristow Option immediately prior to the Effective Time.

Each Bristow RSU (including Bristow Converted RSUs) that is outstanding immediately prior to the Effective Time, whether vested or unvested, will, as of the Effective Time, be assumed and converted into the right to receive a number of shares of Era Common Stock (rounded down to the nearest whole share) (“Replacement RSU”), determined by multiplying (a) the number of shares of Bristow Common Stock subject to such Bristow RSU as of immediately prior to the Effective Time by (b) the Per Share Merger Consideration. Each Replacement RSU shall continue to have, and shall be subject to, the same terms and conditions (including settlement conditions) as applied to the corresponding Bristow RSU immediately prior to the Effective Time.

Withholding

The Exchange Agent, Bristow, Era and Merger Sub are permitted to deduct and withhold from any consideration payable under the Merger Agreement any amounts they are required to deduct or withhold under applicable tax laws. Any amounts deducted and withheld under applicable tax law will be paid over to the appropriate governmental entity and will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

Representations and Warranties

The Merger Agreement contains generally reciprocal representations and warranties made by Bristow to Era and Merger Sub, and by Era and Merger Sub to Bristow. Certain of the representations and warranties in the Merger Agreement are subject to materiality or Material Adverse Effect (as defined below) qualifications, which means those representation and warranties will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a Material Adverse Effect. In addition, certain of the representations in the Merger Agreement are subject to knowledge qualifications, which means that those representations would not be deemed to be untrue or incorrect as a result of matters which certain employees of the party making the representation did not have actual knowledge.

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Each of Bristow, Era and Merger Sub have representations and warranties regarding, among other things:

• organization, good standing, qualification to do business, governing documents and ownership of subsidiaries;

• capital structure;

• corporate power and authority to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement, the binding nature of such agreements and the corporate authorizations necessary to enter into such agreements;

• SEC filings and financial statements;

• absence of undisclosed liabilities;

• internal controls and procedures;

• compliance with applicable laws and permits;

• environmental laws;

• investigation and litigation matters;

• disclosure documents;

• employee benefit plans;

• absence of certain changes or events since April 1, 2019 for Bristow and December 31, 2018 for Era;

• absence of conflicts with governing documents, applicable laws or certain material agreements as a result of entering into the Merger Agreement or consummating the Merger;

• government approvals necessary to enter into the Merger Agreement or consummate the Merger;

• tax matters;

• labor matters;

• intellectual property;

• real property; personal property;

• material contracts;

• insurance policies;

• aircraft operations;

• government contracts;

• brokers, finder, and financial advisor fees;

• delivery and receipt, as applicable, of an opinion of a financial advisor; and

• required vote of stockholders.

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Definition of Material Adverse Effect

For purposes of the Merger Agreement, a “Material Adverse Effect” with respect to Bristow or Era, means any event, change, fact, circumstance, occurrence, development, condition or effect that (a) would reasonably be expected to prevent the consummation of the Merger or the issuance of shares of Era Common Stock in connection with the Merger or delay the consummation of the Merger or the issuance of shares of Era Common Stock in connection with the Merger beyond the End Date or (b) has or would reasonably be expected to have, individually or in the aggregate, a materially adverse effect on the business, results of operations or financial condition of the Bristow or Era, as the case may be, and its subsidiaries, taken as a whole, provided that none of the following shall be deemed in itself or themselves (either alone or in combination) to constitute, and that none of the following shall be taken into account (either alone or in combination) in determining whether there has been, a Material Adverse Effect:

• changes in general economic or political conditions or the securities, credit or financial markets, including changes in interest or exchange rates;

• any decline in the market price or change in the trading volume of a party’s common stock (provided that, unless subject to another exclusion set forth in this definition, the underlying cause of any such change may be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect);

• changes or developments in the industries in which Bristow or Era and their respective subsidiaries operate;

• the negotiation, execution and delivery of the Merger Agreement or the public announcement or pendency of the Merger or other transactions contemplated by the Merger Agreement, including the impact thereof on the relationships, contractual or otherwise, of Bristow or Era, or any of their respective subsidiaries with employees, customers, suppliers, distributors, regulators or partners, or any other litigation relating to the Merger Agreement or the Merger (other than with respect to any representations and warranties of Bristow or Era specifically addressing the impact of the Merger or the Merger Agreement on such matters);

• the identity of Era or any of its affiliates as the acquiror of Bristow;

• compliance with the terms of, or the taking of any action required by, the Merger Agreement or consented to in writing by Era or Bristow, as applicable, or failure to take any action prohibited by the Merger Agreement;

• any acts of war, armed hostilities or military conflict, or acts of foreign or domestic terrorism (including cyber-terrorism);

• any pandemic, hurricane, tornado, flood, earthquake, natural disaster, act of God or other comparable events;

• changes in law or applicable regulations of any governmental entity;

• changes in GAAP or accounting standards or the interpretation thereof; or

• any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (unless subject to another exclusion set forth in this definition, the underlying cause of any such change may be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect).

However, any fact, circumstance, event, change or effect referred to with respect to the first, third, seventh, eighth, ninth and tenth bullets listed above will be taken into account in determining whether a Material Adverse Effect has occurred, or would reasonably be expected to occur, to the extent that such facts, circumstances, events, changes or effects have a material and disproportionate adverse effect on Bristow and its subsidiaries, taken as a whole, or Era and its subsidiaries, taken as a whole, as the case may be, compared to other companies operating in the industries in which Bristow and its subsidiaries or Era and its subsidiaries, as the case may be, operate.

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Conduct of Business Pending the Merger

Each of Bristow, Era and Merger Sub has agreed that during the period from the date of the Merger Agreement until the earlier of the Effective Time or the date on which the Merger Agreement is terminated, except (a) as may be required by applicable law, (b) as may be consented to in writing by Bristow or Era, as applicable (which consent will not be unreasonably withheld, delayed or conditioned), (c) as may be expressly required or expressly permitted by the Merger Agreement or (d) as previously disclosed as provided in the Merger Agreement, each of Bristow, Era and Merger Sub will, and will cause each of their respective subsidiaries to, and will, by exercising governance rights of Bristow or Era, as applicable, or any of its subsidiaries set forth in the organizational documents of any of the Bristow consolidated entities previously disclosed under the Merger Agreement (the “Bristow Consolidated Entities”) or any of the Era consolidated entities previously disclosed under the Merger Agreement (the “Era Consolidated Entities”) and any of the Era unconsolidated entities previously disclosed under the Merger Agreement (the “Era Unconsolidated Entities”, and, together with the Era Consolidated Entities, the “Era Joint Ventures”), as applicable, (to the extent practicable and subject to any applicable fiduciary duty with respect to such Bristow Consolidated Entities or such Era Joint Ventures, as applicable), use reasonable best efforts to cause of each of the Bristow Consolidated Entities or Era Joint Ventures, as applicable, to (a) conduct its business in the ordinary course of business consistent with past practice, and (b) use commercially reasonable efforts to preserve in all material respects existing relations, and goodwill with governmental entities, employees, customers, suppliers, creditors and lessors.

Bristow

Bristow has agreed with Era that during the period from the date of the Merger Agreement until the earlier of the Effective Time or the date on which the Merger Agreement is terminated, except (a) as may be required by applicable law, (b) as may be consented to in writing by the other party (which consent will not be unreasonably withheld, delayed or conditioned), (c) as may be expressly required or expressly permitted by the Merger Agreement or (d) as previously disclosed as provided in the Merger Agreement, Bristow will not, and will not permit any of its subsidiaries to, and, by exercising governance rights of Bristow or any of its subsidiaries set forth in the organizational documents of any Bristow Consolidated Entity (to the extent practicable and subject to any applicable fiduciary duties with respect to such Bristow Consolidated Entity) use reasonable best efforts to cause each of the Bristow Consolidated Entities not to:

• authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of Bristow or its subsidiaries), except by Bristow’s wholly owned subsidiaries or the Bristow Consolidated Entities to Bristow or to any of its other wholly owned subsidiaries or Bristow Consolidated Entities;

• split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any of its capital stock, equity interests or other securities in respect of, in lieu of or in substitution for shares of its capital stock or equity interests, except for such transactions by a wholly owned subsidiary or a Bristow Consolidated Entity which remains a wholly owned subsidiary or a Bristow Consolidated Entity after consummation of such transaction;

• except as required by any material benefit plan of Bristow or as required pursuant to any collective bargaining agreement or other agreement with any union or other labor organization that is in effect: (i) generally increase the compensation or benefits of directors, officers, employees or individual independent contractors (other than increases in compensation made in the ordinary course of business consistent with past practice or increases in benefits resulting from routine changes to welfare benefit programs, as applicable), (ii) enter into any employment, change of control, severance or retention with any current or prospective employee, individual independent contractor, executive officer or director of Bristow or is subsidiaries(except for separation agreements entered into in the ordinary course of business consistent with past practice in connection with terminations of employment), (iii) enter into, establish, adopt, amend, terminate or waive any rights with respect to, any collective bargaining agreement or any agreement with any labor organization or other current or prospective employee representative, except for those that are outside the United States or subject to a protocol agreement that explicitly requires the consent of Era prior to approval thereof, (iv) conduct any discussions or negotiations with the Office and Professional Employees International Union with respect to any post-integration operations without the presence of a representative of Era, (v) enter into any new, or amend or terminate any existing, material benefit plan (except as permitted under (i) or (ii) above),

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(vi) take any action to accelerate any payment or benefit, or to accelerate the funding of any payment or benefit, payable or to become payable to Bristow’s current or former employees, individual independent contractors, executive officers or directors or (vii) grant any new options, Bristow RSUs or other equity-based incentive awards;

• change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes;

• adopt any amendments to its charter or bylaws or similar applicable organizational documents (including partnership agreements and limited liability company agreements);

• except for transactions among Bristow and its wholly owned subsidiaries or the Bristow Consolidated Entities or among Bristow’s wholly owned subsidiaries or the Bristow Consolidated Entities, issue, sell, pledge, dispose of or encumber or otherwise subject to a lien (other than a permitted lien), any shares of its capital stock or other ownership interest in Bristow or any subsidiaries or Bristow joint ventures or any securities convertible into or exchangeable or exercisable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable Bristow stock option, subject to certain exceptions;

• except for transactions among Bristow and its wholly owned subsidiaries or the Bristow Consolidated Entities or among Bristow’s wholly owned subsidiaries or the Bristow Consolidated Entities, directly or indirectly, purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares, other than the acquisition of shares of Bristow Common Stock (A) from a holder of a Bristow stock option in satisfaction of withholding obligations or in payment of the exercise price or (B) from a holder of Bristow RSUs in satisfaction of withholding obligations upon the settlement of such award;

• incur, offer, place, arrange, syndicate, assume, guarantee, prepay or otherwise become liable for any indebtedness for borrowed money (directly, contingently or otherwise), subject to specified exceptions, and the ability to incur indebtedness for borrowed money not in excess of $10,000,000 in aggregate principal amount outstanding at any time in addition to the specified exceptions;

• subject to certain specified exceptions, sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any lien or otherwise dispose of any portion of its material properties or assets having a fair market value in excess of $10,000,000 in the aggregate;

• modify, amend, terminate or waive any rights under any Bristow material contract in any material respect in a manner which is adverse to Bristow other than in the ordinary course of business or enter into any contract that would constitute a Bristow material contract if entered into prior to the date of the Merger Agreement (other than in the ordinary course of business or in connection with the expiration or renewal of any Bristow material contract), except Bristow may (x) enter into agreements providing for acquisitions or dispositions that are otherwise permitted under the Merger Agreement and (y) modify, amend, terminate or waive any rights under any maintenance agreement or enter into any maintenance agreement;

• voluntarily settle, pay, discharge or satisfy judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (other than those expressly permitted under the Merger Agreement or those that involve only the payment of monetary damages less than $10,000,000, excluding from such dollar thresholds amounts covered by any insurance policy of Bristow or any of its subsidiaries or the Bristow Consolidated Entities);

• make, change or revoke any material tax election, except in the ordinary course of business in a manner consistent with past practice, file any material tax return in a manner that is not consistent with past practice or file any material amended tax return, change any tax accounting period or make a material change in any method of tax accounting, settle or compromise any material tax liability or any audit or other proceeding relating to a material tax, surrender any right to claim a material refund of taxes, seek any tax ruling from any taxing authority, enter into any “closing agreement” within the

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meaning of Section 7121 of the Code (or any similar provision of state, local or foreign law) or waive or extend the statute of limitations in respect of taxes (other than pursuant to extensions of time to file tax returns obtained in the ordinary course of business);

• acquire or agree to acquire any entity, business or assets that constitute a business or division of any person, or any assets from any other person (excluding ordinary course purchases of goods, products, services and off-the-shelf intellectual property), other than acquisitions for consideration (including assumed liabilities) that does not exceed $15,000,000 in the aggregate;

• adopt any plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization of Bristow (except as otherwise permitted by the Merger Agreement);

• enter into or amend any material transaction with any affiliate (other than transactions among Bristow and its wholly owned subsidiaries or the Bristow Consolidated Entities or among Bristow’s wholly owned subsidiaries or the Bristow Consolidated Entities);

• make any material changes to existing insurance policies and programs; or

• agree, resolve or commit to do, in writing or otherwise, any of the foregoing.

Era and Merger Sub

Each of Era and Merger Sub have agreed with Bristow that during the period from the date of the Merger Agreement until the earlier of the Effective Time or the date on which the Merger Agreement is terminated, except (a) as may be required by applicable law, (b) as may be consented to in writing by the other party (which consent will not be unreasonably withheld, delayed or conditioned), (c) as may be expressly required or expressly permitted by the Merger Agreement or (d) as previously disclosed as provided in the Merger Agreement, Era and Merger Sub will not, and will not permit any of subsidiaries to, and, by exercising governance rights of Era or any of its subsidiaries set forth in the organizational documents of any Era Consolidated Entity (to the extent practicable and subject to any applicable fiduciary duties with respect to such Era Consolidated Entity) use reasonable best efforts to cause each of the Era Consolidated Entities not to:

• authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of Era or its subsidiaries), except by Era’s wholly owned subsidiaries or the Era Consolidated Entities to Era or to any of its other wholly owned subsidiaries or the Era Consolidated Entities;

• split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any of its capital stock, equity interests or other securities in respect of, in lieu of or in substitution for shares of its capital stock or equity interests, except for such transactions by a wholly owned subsidiary or an Era Consolidated Entity which remains a wholly owned subsidiary or an Era Consolidated Entity after consummation of such transaction;

• except as required by any material benefit plan of Bristow or as required pursuant to any collective bargaining agreement or other agreement with any union or other labor organization that is in effect: (i) generally increase the compensation or benefits of directors, officers, employees or individual independent contractors (other than increases in compensation made in the ordinary course of business consistent with past practice or increases in benefits resulting from routine changes to welfare benefit programs, as applicable), (ii) enter into any employment, severance or retention with any current or prospective employee, individual independent contractor, executive officer or director of Era or is subsidiaries, (iii) enter into any new, or amend any existing, benefit plan, (iv) enter into any new, or amend or terminate any existing, material benefit plan (except as permitted under (i) or (ii) above), (vi) take any action to accelerate any payment or benefit, or to accelerate the funding of any payment or benefit, payable or to become payable to Era’s current or former employees, individual independent contractors, executive officers or directors or (vi) grant any new options, restricted shares or other equity-based incentive awards;

• change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes;

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• adopt any amendments to its charter or bylaws or similar applicable organizational documents (including partnership agreements and limited liability company agreements);

• except for transactions among Era and its wholly owned subsidiaries or among Era’s wholly owned subsidiaries, issue, sell, pledge, dispose of or encumber or otherwise subject to a lien (other than a permitted lien) any shares of its capital stock or other ownership interest in Era or any subsidiaries or the Era Joint Ventures or any securities convertible into or exchangeable or exercisable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable Era stock option, subject to certain exceptions;

• except for transactions among Era and its wholly owned subsidiaries or among Era’s wholly owned subsidiaries, directly or indirectly, purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares, other than the acquisition of shares of Era Common Stock (A) from a holder of an Era stock option in satisfaction of withholding obligations or in payment of the exercise price or (B) from a holder of Era restricted shares in satisfaction of withholding obligations upon the vesting of such award;

• incur, offer, place, arrange, syndicate, assume, guarantee, prepay or otherwise become liable for any indebtedness for borrowed money (directly, contingently or otherwise), subject to certain specified exceptions, and the ability to incur indebtedness for borrowed money not in excess of $5,000,000 in aggregate principal amount outstanding in addition to the specified exceptions;

• subject to certain specified exceptions, sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any lien or otherwise dispose of any portion of its material properties or assets having a fair market value in excess of $5,000,000 in the aggregate;

• modify, amend, terminate or waive any rights under any Era material contract in any material respect in a manner which is adverse to Era other than in the ordinary course of business or enter into any contract that would constitute an Era material contract if entered into prior to the date of the Merger Agreement (other than in the ordinary course of business or in connection with the expiration or renewal of any Bristow material contract), except Era may (x) enter into agreements providing for the acquisitions or dispositions that are otherwise permitted under the Merger Agreement and (y) modify, amend, terminate or waive any rights under any maintenance agreement or enter into any maintenance agreement;

• voluntarily settle, pay, discharge or satisfy judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (other than those that involve only the payment of monetary damages less than $3,000,000, excluding from such dollar thresholds amounts covered by any insurance policy of Era or any of its subsidiaries or the Era Joint Ventures);

• make, change or revoke any material tax election, except in the ordinary course of business in a manner consistent with past practice, file any material tax return in a manner that is not consistent with past practice or file any material amended tax return, change any tax accounting period or make a material change in any method of tax accounting, settle or compromise any material tax liability or any audit or other proceeding relating to a material tax, surrender any right to claim a material refund of taxes, seek any tax ruling from any taxing authority, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign law) or waive or extend the statute of limitations in respect of taxes (other than pursuant to extensions of time to file tax returns obtained in the ordinary course of business);

• acquire or agree to acquire any entity, business or assets that constitute a business or division of any person (excluding ordinary course purchases of goods, products, services and off-the-shelf intellectual property), or any assets from any other person, other than acquisitions for consideration (including assumed liabilities) that does not exceed $15,000,000 in the aggregate;

• adopt any plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization of Era (except as otherwise permitted by the Merger Agreement);

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• enter into or amend any material transaction with any affiliate (other than transactions among Era and its wholly owned subsidiaries or among Era’s wholly owned subsidiaries);

• make any material changes to existing insurance policies and programs; or

• agree, resolve or commit to do, in writing or otherwise, any of the foregoing.

No Solicitation of Alternative Proposals

The Merger Agreement contains provisions prohibiting Bristow and Era from seeking or discussing any alternative acquisition proposal to the Merger. In particular, each of Bristow and Era has agreed that from and after the date of the Merger Agreement until the Effective Time or the date on which the Merger Agreement is terminated, it will not, and it will cause its subsidiaries and their respective directors, officers, employees, investment bankers, consultants, attorneys, accountants, agents, advisors, affiliates and other representatives not to, directly or indirectly:

• initiate, solicit, encourage or facilitate any inquiry, proposal or offer with respect to, or the making, consideration, exploration, submission or announcement of, any Alternative Proposal; or

• engage in, enter into, continue or otherwise participate in any discussions or negotiations with any persons with respect to or provide any non-public information or data concerning Bristow or Era, as applicable, or their respective subsidiaries to any person that has made or is, to the knowledge of Bristow or Era, as applicable, considering making an Alternative Proposal.

Additionally, from and after the date of the Merger Agreement, Era and Bristow have agreed to instruct and use their respective reasonable best efforts to cause their respective subsidiaries’ representatives to immediately:

• cease any solicitation, encouragement, discussions or negotiations with any person that may be ongoing with respect to any Alternative Proposal or a potential Alternative Proposal;

• terminate access to any physical or electronic data rooms relating to a possible Alternative Proposal; and

• request that any such person and its representatives promptly return or destroy all confidential information concerning Era or Bristow, as applicable, and their respective subsidiaries theretofore furnished thereto by or on behalf of Era or Bristow, as applicable, or any of its respective subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such person that contain, reflect or analyze such information, in each case in accordance with the applicable confidentiality agreement between Era or Bristow, as applicable, and such person.

Notwithstanding the restrictions described above, the Merger Agreement provides that if at any time from and after the date of the Merger Agreement and prior to, as applicable, the Bristow stockholders’ approval of the adoption of the Merger Agreement or the Era stockholders’ approval of the Share Increase Proposal and the issuance of shares of Era Common Stock in connection with the Merger, Era or Bristow, applicable, directly or indirectly receives a written Alternative Proposal from any person and such party is not in material breach of the restrictions above with respect to the person making such Alternative Proposal, the applicable party and its representatives may contact such person to clarify the terms and conditions thereof and (a) such party and its representatives may furnish, pursuant to any acceptable confidentiality agreement, information (including non-public information and data) with respect to such party and its subsidiaries, and afford access to the business, properties, assets, books, records and personnel of such party and its subsidiaries, to the person that has made such Alternative Proposal (provided that such party shall simultaneously make available to the other party any non-public information given to such person with respect to such Alternative Proposal that was not previously made available to such other party) and (b) if the Bristow Board or the Era Board, as applicable, determines in good faith, after consultation with its outside counsel and financial advisor, and provides written notice to Era or Bristow, as applicable, that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined herein), then such party and its representatives may engage in, enter into, continue or otherwise participate in any discussions or negotiations with such person with respect to such Alternative Proposal.

Bristow and Era, as applicable, must promptly (and, in any event, within one Business Day of becoming aware of any such event) notify the other party of its entry into an acceptable confidentiality agreement and must also

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promptly notify, in writing, the other party after receipt of any Alternative Proposal, or any amendment thereto, of the identity of the third party making, and the material terms and conditions of (including copies of any written proposal relating thereto provided to such party or any of its subsidiaries), such proposal and indicate whether such party has entered into discussions or negotiations with such third party. Each of Bristow and Era must keep one another informed in reasonable detail, on a current basis, as to the status of (including changes to any terms of, and any other material developments with respect to) such Alternative Proposal.

Except as permitted below, neither the Bristow Board nor the Era Board (or any committees thereof) will:

• (a) change, withhold, withdraw, qualify or modify, in a manner adverse to Bristow or Era, as applicable (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), the recommendation with respect to the Merger, (b) fail to include the recommendation in this joint proxy and consent solicitation statement/prospectus, (c) approve, adopt, endorse or recommend, or publicly propose to approve, adopt, endorse or recommend to the stockholders of Bristow or Era, as applicable, an Alternative Proposal, (d) if a tender offer or exchange offer for shares of capital stock of Bristow or Era, as applicable, that constitutes an Alternative Proposal is commenced, fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against acceptance of such tender offer or exchange offer by the stockholders of Era or Bristow, as applicable (including, for these purposes, by disclosing that it is taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer, and provided that a customary “stop, look and listen” communication by the Bristow Board or the Era Board, as applicable, pursuant to Rule 14d-9(f) of the Exchange Act shall not be prohibited), within ten Business Days after commencement of such tender offer or exchange offer or (e) resolve, propose or agree to do any of the foregoing (any action described in this paragraph, a “Change in Recommendation”); or

• authorize, adopt or approve, or publicly propose to authorize, adopt or approve Bristow or any of its subsidiaries (in the case of the Bristow Board) or Era or any of its subsidiaries (in the case of the Era Board), to enter into any letter of intent, agreement, commitment or agreement in principle providing for any Alternative Proposal; or

• except as required by applicable law, make, facilitate or provide information in connection with any SEC or other filings in connection with the transactions contemplated by any Alternative Proposal; or

• submit to the vote of its stockholders any Alternative Proposal or seek any consents in connection with the transactions contemplated by any Alternative Proposal.

Notwithstanding the foregoing, at any time before the Bristow stockholders’ approval of the adoption of the Merger Agreement or Era stockholders’ approval of the stock issuance pursuant to the Merger, the Bristow Board or the Era Board, as applicable, may make a Change in Recommendation in connection with a Superior Proposal (as defined below) if the Bristow Board or the Era Board, as applicable, determines in good faith (after consultation with its outside counsel and financial advisor) that there is the presence of a Bristow Intervening Event (as defined below) or an Era Intervening Event (as defined below), as applicable, or Bristow or Era, as applicable, receives an Alternative Proposal (so long as Bristow or Era, as applicable, is not in material breach of any of the non-solicitation restrictions set forth in the Merger Agreement) that the Bristow Board or the Era Board, as applicable, determines in good faith (after consultation with its outside counsel and financial advisors) constitutes a Superior Proposal.

However, the Bristow Board or the Era Board, as applicable, may only take any of the foregoing actions if:

• Bristow or Era, as applicable, has provided the other party with (i) at least three Business Days’ prior written notice in advance of taking such action, which notice will specify a reasonably detailed description of such Bristow Intervening Event or Era Intervening Event, as applicable, or the material terms of the Alternative Proposal received by Bristow or Era, as applicable, that constitutes a Superior Proposal, including the identity of the party making the Alternative Proposal, (ii) if applicable, a copy of such written Alternative Proposal or amendment thereto and any other written terms, documents, or

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proposals provided to Era or Bristow or their respective subsidiaries, as applicable, in connection with such Alternative Proposal and (iii) with respect to any Alternative Proposal or amendment thereto not made in writing, a written summary of the material terms and conditions of each such Alternative Proposal or amendment thereto;

• after providing such notice and prior to taking such actions, each of Bristow and Era has negotiated in good faith, and caused its representatives to negotiate, with the other party (to the extent the other party so desires) during such three Business Day period to make such adjustments to the terms and conditions of the Merger Agreement such that, it would not permit the Bristow Board or Era Board, as applicable, to make a Change in Recommendation pursuant to the standards described above; and

• following the notice period described above, the Bristow Board or the Era Board, as applicable, has considered in good faith any revisions to the terms of the Merger Agreement proposed by Era (in the case of the Bristow Board) or Bristow (in the case of the Era Board) and has determined in good faith (i) with respect to a Bristow Intervening Event or an Era Intervening Event, as applicable, after consultation with outside counsel, that it would be inconsistent with the directors’ duties under applicable law not to effect a Change in Recommendation and (ii) with respect to a Superior Proposal, after consultation with outside counsel and its financial advisor, that the Alternative Proposal would continue to constitute a Superior Proposal, in each case, if changes offered in writing by Bristow or Era, or applicable were given effect.

Each time material modifications to the terms of an Alternative Proposal determined to be a Superior Proposal are made (it being understood that any change to the financial terms of such proposal shall be considered a material modification), Bristow or Era, as applicable, must notify the other party of such modification, and comply with the requirements described above. With respect to any material change to the facts and circumstances relating to a Bristow Intervening Event or an Era Intervening Event, as applicable, Bristow or Era must, as applicable, notify the other party of such material change and comply again with such requirements.

The foregoing restrictions do not prohibit Bristow or the Bristow Board, or Era or the Era Board, or any of their respective committees, from (i) complying with its disclosure obligations under U.S. federal securities laws, including taking and disclosing to the stockholders of Bristow or Era, as applicable, a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act , (ii) making any “stop, look and listen” communication other any other similar communication pursuant to Rule 14d-9(f) or (iii) making any disclosure if the Exchange Act if, the Bristow Board or the Era Board, as applicable, determines in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with its duties under applicable law.

As referred to herein, an “Alternative Proposal” means, with respect to Bristow or Era, any bona fide proposal or offer made by any person other than Bristow or Era and their respective affiliates for (a) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving Bristow or Era, as applicable, (b) the direct or indirect acquisition by any person (including by any asset acquisition, joint venture or similar transaction) of more than 20% of the assets of Bristow or Era, as applicable, and its subsidiaries, on a consolidated basis, (c) the direct or indirect acquisition by any person of more than 20% of Bristow’s or Era’s, as applicable, equity securities or of the voting power of the outstanding shares of Bristow Common Stock or Era Common Stock, including any tender offer or exchange offer that, if consummated, would result in any person beneficially owning 20% or more of Bristow’s or Era’s, as applicable, equity securities or shares with 20% or more of the voting power of the outstanding shares of Bristow Common Stock or Era Common Stock, as applicable, or (d) any combination of the foregoing, in each case of subclauses (a) through (c) whether in a single transaction or a series of related transactions.

As referred to herein, a “Superior Proposal” means, with respect to Bristow or Era, a written Alternative Proposal (with all references to “20%” in the definition of Alternative Proposal being treated as references to “66 2/3%” for these purposes) which did not result from or arise directly in connection with any material breach of the non-solicitation provisions of the Merger Agreement that the Bristow Board or Era Board, as applicable, determines in good faith, after consultation with Bristow’s or Era’s, as applicable, financial advisors and outside legal counsel, and taking into account all of the terms and conditions the Bristow Board or Era Board, as applicable, considers to be appropriate (but including any conditions to and expected timing of consummation of such Alternative Proposal, availability of necessary financing, and all legal, financial and regulatory aspects or risks of such Alternative Proposal and the Merger Agreement), and after taking into account any revisions to the

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terms and conditions to the Merger Agreement made or proposed and committed to in writing by Era or Bristow, as applicable, in response to such Alternative Proposal, to be more favorable to holders of Bristow shares or Era shares, from a financial point of view, than the transactions contemplated by the Merger Agreement.

As referred to herein, a “Bristow Intervening Event” means any development, occurrence, event, state of facts or change (other than in connection with an Alternative Proposal) with respect to Bristow that is material to the Bristow and its subsidiaries, taken as a whole, that was not known to or reasonably foreseeable by, or the magnitude or consequences of which were not known to or reasonably foreseeable by, the Bristow Board as of or prior to the execution of the Merger Agreement. However, none of the following developments, occurrences, events, states of facts, or changes will constitute a Bristow Intervening Event: (a) any actions by either party that are necessary, proper or advisable under applicable laws to consummate the Merger and the other transactions contemplated by the Merger Agreement and (b) (i) the fact that Bristow, Era or any of their respective subsidiaries meets, fails to meet or exceeds internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (provided that the facts or occurrences giving rise to or contributing to such event may be taken into account in determining whether there has been or will be, a Bristow Intervening Event to the extent not otherwise excluded under the Merger Agreement), (ii) any change, in and of itself, in the market price or trading volume of Era’s securities (provided that the facts or occurrences giving rise to or contributing to such event may be taken into account in determining whether there has been or will be, a Bristow Intervening Event to the extent not otherwise excluded under the Merger Agreement) or (iii) any change in general economic or political conditions or the securities, credit or financial markets, including changes in interest or exchange rates.

As referred to herein, an “Era Intervening Event” means any development, occurrence, event, state of facts or change (other than in connection with an Alternative Proposal) with respect to the Era that is material to the Bristow and its subsidiaries, taken as a whole, that was not known to or reasonably foreseeable by, or the magnitude or consequences of which were not known to or reasonably foreseeable by, the Era Board as of or prior to the execution of the Merger Agreement. However, none of the following developments, occurrences, events, states of facts, or changes will constitute an Era Intervening Event: (a) any actions by either party that are necessary, proper or advisable under applicable laws to consummate the Merger and the other transactions contemplated in the Merger Agreement and (b) (i) the fact that Era, Bristow or any of their respective subsidiaries meets, fails to meet or exceeds internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (provided that the facts or occurrences giving rise to or contributing to such event may be taken into account in determining whether there has been or will be, an Era Intervening Event to the extent not otherwise excluded under the Merger Agreement), (ii) any change, in and of itself, in the market price or trading volume of Era’s securities (provided that the facts or occurrences giving rise to or contributing to such event may be taken into account in determining whether there has been or will be, an Era Intervening Event to the extent not otherwise excluded under the Merger Agreement) or (iii) any change in general economic or political conditions or the securities, credit or financial markets, including changes in interest or exchange rates.

Era Stockholder Meeting

Era has agreed, as promptly as practicable following the clearance of the registration statement (of which this joint proxy and consent solicitation statement/prospectus forms a part) by the SEC, to take all action necessary in accordance with applicable laws and its governing documents to duly give notice of, convene and hold the Era annual meeting to vote upon the approval of the Share Increase Proposal and the issuance of shares of Era Common Stock in connection with the Merger. Unless there has been a Change in Recommendation by the Era Board, Era will use reasonable best efforts to solicit from its stockholders’ proxies approving the Share Increase Proposal and the issuance of shares of Era Common Stock in connection with the Merger.

Era is permitted to one or more postponements or adjournments of the Era annual meeting if Era determines (in consultation with Bristow) it is reasonably advisable to do so in order to obtain a quorum or to obtain the stockholder holder approval of Era necessary to approve the adoption of the Merger Agreement. Unless the Merger Agreement shall have been terminated, no Change in Recommendation by the Era Board shall obviate or otherwise affect the obligation of Era to duly call, give notice of, convene and hold the Era annual meeting.

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Bristow Written Consent

Bristow has agreed, following the clearance of the registration statement (of which this joint proxy and consent solicitation statement/prospectus forms a part) by the SEC, to take all action necessary in accordance with applicable laws and its governing documents to (i) duly give notice of, convene and hold a meeting of the Bristow stockholders to vote upon the approval of the Merger and the adoption of the Merger Agreement or (ii) obtain the approval by Bristow stockholders of the Merger and the adoption of the Merger Agreement and the transactions contemplated under the Merger Agreement via written consent. Unless there has been a Change in Recommendation by the Bristow Board, Bristow will use reasonable best efforts to solicit from its stockholders written consents to approve the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement. Unless the Merger Agreement shall have been terminated, no Change in Recommendation by the Bristow Board shall obviate or otherwise affect the obligation of Bristow to duly call, give notice of, convene and hold the Bristow stockholder meeting or otherwise seek a vote to approve the Merger and the adoption and approval of the Merger Agreement.

Efforts to Consummate the Merger

Each of Bristow, Era and Merger Sub has agreed to use reasonable best efforts to take promptly, or cause to be taken, all actions and to do promptly, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable law to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement, including:

• the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods from governmental entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any governmental entity;

• the obtaining of all consents, approvals or waivers from third parties required to be obtained in connection with the Merger;

• the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and

• the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the Merger Agreement.

In addition, Bristow, Era and Merger Sub have agreed that Bristow, Era and Merger Sub, will take all steps necessary to avoid or eliminate each and every impediment under antitrust law that may be asserted by any governmental entity so as to enable the parties to close the Merger as promptly as practicable, including proposing, negotiating, committing to, and effecting:

• the sale, divestiture or disposition of any assets, product lines, or businesses of Era or its subsidiaries or affiliates or of Bristow or its subsidiaries and

• otherwise taking or commitment to take any actions that after the Closing Date would limit the freedom of Era or its subsidiaries or affiliates freedom of action with respect to, or its ability to retain, one or more of its subsidiaries or affiliates’ businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, an injunction, temporary restraining order or other order that would have the effect of preventing or delaying the closing.

However, neither Era, Bristow, nor any of their respective subsidiaries (i) may take any of the foregoing actions without the other party’s consent (not to be unreasonably withheld, delayed or conditioned) and (ii) shall be required to take any of the foregoing actions to the extent that, in the good-faith judgment of Era or Bristow, would result in the sale, divestiture, disposal, holding separate, or other disposition of assets, contracts, businesses or product lines of Era, Bristow or any of their respective subsidiaries generating, in the aggregate, Revenues in an aggregate amount in excess of $10,000,000. The Merger Agreement defined “Revenues” here as the gross revenues associated therewith for the twelve months ended December 31, 2019; provided, that the revenues associated with any asset, business or product line that was not fully utilized during such period shall be calculated as if such asset, business or product line was fully utilized.

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Indemnification and Insurance

Era and Merger Sub have agreed that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, currently existing in favor of current or former directors, officers, employees of Bristow or its subsidiaries as provided in their respective organizational documents will survive the Merger and continue to be in full force and effect. The Combined Company will, for a period of six years from the consummation of the Merger, maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of Bristow’s and its subsidiaries’ charter and bylaws or similar organizational documents in effect immediately prior to the consummation of the Merger or in indemnification agreements of Bristow or its subsidiaries with their respective current or former directors, officers or employees in effect immediately prior to the consummation of the Merger, and may not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Combined Company’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the consummation of the Merger were current or former directors, officers or employees of Bristow (subject to certain conditions).

The Merger Agreement also provides that for a period of six years from the Effective Time, the Combined Company shall maintain in effect the current policies and any policies in place immediately prior to the Effective Time of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Bristow and its subsidiaries with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Era shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by Bristow prior to the date of the Merger Agreement in respect of the coverage required to be obtained pursuant to the Merger Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount.

Bristow may (or, if requested by Era, shall) purchase, prior to the Effective Time, a six year prepaid “tail” policy for a maximum cost of 300% of the last annual premium paid by Bristow prior to the date of the Merger Agreement in respect of the insurance policies previously disclosed. If such “tail” prepaid policy has been obtained by Bristow prior to the Effective Time, Era shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Combined Company, and no other party shall have any further obligation to purchase or pay for insurance under the Merger Agreement.

Employee Matters

Era has agreed that, for a period of one year following the Effective Time (or, if earlier, the date of termination of the relevant employee), it will, or will cause its subsidiaries to, provide each employee of Era or Bristow or its subsidiaries (to the extent he or she remains employed with the Combined Company or any of their respective subsidiaries through the Effective Time) (the “Continuing Employees”) with compensation (excluding equity-based compensation) and employee benefits that are substantially comparable in the aggregate to those provided to such employee as of immediately prior to the Effective Time.

Bristow and Era have agreed that, from and after the Effective Time, with respect to any employee benefit plans, programs, policies and arrangements that are established or maintained by the Combined Company or any of its subsidiaries (the “New Plan”):

• Any such Continuing Employee will be given credit with his or her years of service with Era or Bristow or its subsidiaries, or their respective predecessors before the Effective Time, to the same extent such service was taken into account by Era or Bristow or its subsidiaries under a corresponding Era or Bristow plans (the “Old Plans”) or its subsidiaries employee benefit plan, program, policy or arrangement, as applicable, immediately prior to the Effective Time;

• The Combined Company will use commercially reasonable efforts to cause each Continuing Employee and his or her eligible dependents to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under an Old Plan;

• The Combined Company will use commercially reasonable efforts to cause the application of any pre-existing condition limitations to be waived for Continuing Employees, unless such conditions would not have been waived under the comparable plans of the applicable Old Plan; and

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• Any eligible expenses incurred by a Continuing Employee and his or her covered dependents during the portion of the plan year of an Old Plan and such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the New Plan.

As soon as reasonably practicable, Era will take all actions with respect to its 2013 Employee Stock Purchase Plan that are necessary to provide that such 2013 Employee Stock Purchase Plan will be suspended on or before March 1, 2020 (which plan has been suspended).

Notwithstanding the foregoing, service and other amounts will not be credited to Continuing Employees and their eligible dependents to the extent crediting such amounts or service would result in the duplication of benefits.

Governance Matters Following the Merger

Following the Merger, the Era Board will initially consist of eight directors. Subject to compliance with SEC and applicable stock exchange rules, Era will use its reasonable best efforts to cause (i) G. Mark Mickelson, Hooman Yazhari, Lorin L. Brass, Wesley E. Kern, Robert J. Manzo, and Brian D. Truelove, and (ii)  Christopher S. Bradshaw and Charles Fabrikant, who are currently directors of Era, to be appointed and elected to the board of directors of the Combined Company. Promptly after the Closing Date, subject to SEC and applicable stock exchange rules, the directors of the Combined Company expect to appoint one additional director pursuant to the Merger Agreement.

The Chairman of the Combined Company must be reasonably acceptable to each of Bristow’s significant stockholders, SDIC and Solus.

Subject to applicable law and listing requirements, (x) one of Robert J. Manzo and Wesley E. Kern and (y) one of G. Mark Mickelson or Lorin L. Brass will serve on each committee of the Era Board.

Other Covenants and Agreements

The Merger Agreement contains additional covenants and agreements among Bristow, Era and Merger Sub, relating to the following matters, among other things:

• preparation of the registration statement and this joint proxy/prospectus;

• confidentiality and access by Era to certain information about Bristow, and by Bristow to certain information about Era, during the period prior to the Effective Time;

• cooperation between Bristow and Era in connection with public announcements;

• cooperation with the other parties in connection with obtaining or refinancing any debt financing of such other party of its affiliates, including with respect to an amendment to the Bristow ABL Facilities Agreement and termination of the Era Credit Facility;

• using reasonable best efforts in taking all steps as may be required to cause any dispositions of Bristow equity securities and the receipt of Era equity securities, in each case, as contemplated by the Merger Agreement by certain Bristow directors and officers subject to reporting requirements under Section 16(a) of the Exchange Act to be exempt from liability under Section 16(b) of the Exchange Act;

• certain tax matters;

• participation by each of Bristow, Era or Merger Sub in the defense of any stockholder litigation against the other party or any of the other party’s directors and executive officers relating to the transactions contemplated by the Merger Agreement; and

• agreement by Era and Bristow that consummation of the Merger will constitute a “change in control” under the Era Severance Plan and the 2012 Share Incentive Plan.

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Conditions to Completion of the Merger

Conditions to the Obligation of the Parties to Effect the Merger

Each party’s obligation to effect the Merger is subject to the fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:

• Bristow stockholders will have approved the adoption of the Merger Agreement;

• Era stockholders will have voted to approve the Share Increase Proposal;

• The Era Charter Amendment No. 1 will have been duly filed with the Secretary of State of the State of Delaware;

• The shares of Era Common Stock to be issued pursuant to the Merger will have been approved for listing on NYSE or NASDAQ, as determined by Era, subject to official notice of issuance;

• the registration statement (of which this joint proxy and consent solicitation statement/prospectus forms a part) will have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the registration statement will have been issued by the SEC and no proceedings for that purpose will be pending;

• no order by any governmental entity of competent jurisdiction makes illegal or prohibits the consummation of the Merger or the issuance of shares of Era Common Stock in connection with the Merger has been entered and continues to be in effect, and no law has been enacted, entered, promulgated, enforced or deemed applicable by any governmental entity of competent jurisdiction that prohibits or makes illegal the consummation of the Merger or the issuance of shares of Era Common Stock in connection with the Merger, and no action by a governmental entity seeking such an order or law is pending; and

• the waiting period applicable to the Merger under the HSR Act or any other antitrust laws will have expired or been terminated and there shall not be any voluntary agreement with any antitrust authority pursuant to which both Era and Bristow have agreed not to consummate the Merger or related transactions for any period of time (the “HSR Condition”).

Conditions to the Obligation of Bristow to Effect the Merger

Bristow’s obligation to the effect the Merger is also subject to the fulfillment (or waiver by Bristow) at or prior to the Effective Time of the following conditions:

• the accuracy of the representations and warranties of Era and Merger Sub set forth in the Merger Agreement, subject to the materiality standards set forth in the Merger Agreement, both when made and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties will be true and correct as of such specific date only);

• Era and Merger Sub will have in all material respects performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by them prior to the Effective Time;

• Era will have delivered to Bristow a certificate, dated as of the Closing Date and signed by Era’s chief executive officer or another senior officer, certifying to the effect that the conditions set forth in the first and second bullet points listed above have been satisfied; and

• Bristow will have received the opinion of Kirkland & Ellis LLP, dated as of the Closing Date, which advises that the Merger qualifies as “reorganization” within the meaning of Section 368(a) of the Code.

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Conditions to the Obligation of Era to Effect the Merger

Each of Era’s and Merger Subs obligation to the effect the Merger is also subject to the fulfillment (or waiver by Era and Merger Sub) at or prior to the Effective Time of the following conditions:

• the accuracy of the representations and warranties of Bristow set forth in the Merger Agreement, subject to the materiality standards set forth in the Merger Agreement, both when made and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties will be true and correct as of such specific date only);

• Bristow will have in all material respects performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by it prior to the Effective Time;

• Bristow will have delivered to Era a certificate, dated as of the Closing Date and signed by Era’s chief executive officer or another senior officer, certifying to the effect that the conditions set forth in the first and second bullet points listed above have been satisfied;

• Bristow will have consummated the Preferred Stock Conversion; and

• The Bristow Stockholders Agreement will have been terminated.

Termination of the Merger Agreement

The Merger Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after the approval of the adoption of the Merger Agreement by the Bristow stockholders and the approval of the Share Increase Proposal by the Era stockholders (except as otherwise provided below):

By the mutual written consent of Bristow and Era.

By either Bristow or Era if:

• The Merger has not been consummated on or before October 23, 2020 (the “Initial End Date” and, as such date as may be extended as described below, the “End Date”); provided, however, that such date may be extended by Era or Bristow to January 23, 2021, if on the Initial End Date, either of (i) the condition regarding governmental orders (as a result only of antitrust laws) or (ii) the condition regarding the expiration of applicable waiting periods, has not been satisfied but all other conditions have been or are capable of being satisfied; provided further, that the party seeking to terminate will not have breached its obligations under the Merger Agreement in any manner that shall have been a substantially contributing factor to the failure to consummate the Merger on or before such date;

• If any court of competent jurisdiction shall have issued or entered an any order, judgment, writ, decree or injunction permanently enjoining or otherwise prohibiting the consummation of the Merger and such injunction shall have become final and non-appealable, provided that the party seeking to terminate the Merger Agreement shall have used the efforts required under the Merger Agreement to prevent, remove and oppose such injunction;

• The Bristow consent solicitation (including any adjournments or postponements thereof) has concluded without approval of the adoption of the Merger Agreement; or

• The Era annual meeting (including any adjournments or postponements thereof) has concluded without approval of the issuance of shares of Era Common Stock in connection with the Merger or the approval of the Share Increase Proposal.

By Bristow if:

• Prior to the approval of the Share Increase Proposal or the Stock Issuance Proposal by the Era stockholders, there is a Change in Recommendation with respect to Era;

• Era or Merger Sub have breached or failed to perform any of its respective representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (a) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a

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condition regarding the accuracy of Era’s or Merger Sub’s representations and warranties or Era’s or Merger Sub’s compliance with its covenants and agreements and (b) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Era or Merger Sub have not cured such breach or failure within 45 days after receiving written notice from Bristow describing such breach or failure in reasonable detail (provided that Bristow is not then in material breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement that would result in a failure of a condition regarding the accuracy of Bristow’s representations and warranties or Bristow’s compliance with its covenants and agreements); or

• Era has knowingly and intentionally materially breached its non-solicitation obligations under the Merger Agreement.

By Era if:

• Prior to the approval of the adoption of the Merger Agreement by the Bristow stockholders, in the event of a Change in Recommendation with respect to Bristow;

• if Bristow has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (a) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition regarding the accuracy of Bristow’s representations and warranties or Bristow’s compliance with its covenants and agreements and (b) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Bristow has not cured such breach or failure within 45 days after receiving written notice from Era describing such breach or failure in reasonable detail (provided that Era or Merger Sub is not then in material breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement that would result in a failure of a condition regarding the accuracy of Era’s or Merger Sub’s representations and warranties or Era’s or Merger Sub’s compliance with its covenants and agreements); or

• if Bristow has knowingly and intentionally materially breached its non-solicitation obligations under the Merger Agreement.

Termination Fee; Expense Fee

Bristow will pay Era a termination fee of $9,000,000 if the Merger Agreement is terminated:

• (i) (A) by either party because the approval of the Bristow stockholders is not obtained, (B) by Era due to a material uncured breach by Bristow or (C) by either party after the Merger has not been consummated by the End Date at a time when Era could have terminated the agreement because of a material uncured breach by Bristow or a change in the Bristow Board recommendation to the Bristow stockholders, (ii) and an Alternative Proposal has been publicly announced prior to the Bristow consent solicitation and such proposal has not been withdrawn or expired at least five days prior to the meeting (or prior to such termination if there has been no meeting) and (iii) within 12 months of such termination, Bristow has either entered into a definitive agreement with respect to an Alternative Proposal, which transaction is thereafter consummated, or Bristow consummates an Alternative Proposal (provided that for purposes of such transaction, the references to “20%” in the definition of “Alternative Proposal” shall be deemed to be references to “more than 50%”); or

• by Era before the approval of Bristow’s stockholders is obtained because of a Change in Recommendation of the Bristow Board.

Era will pay Bristow a termination fee of $9,000,000 if the Merger Agreement is terminated:

• (i) (A) by either party because the approval of the Era stockholders is not obtained, (B) by Bristow due to a material uncured breach by Era or (C) by either party after the Merger has not been consummated by the End Date at a time when Bristow could have terminated the agreement because of a material uncured breach by Era or a change in the Era Board recommendation to the Era stockholders, (ii) an Alternative Proposal has been publicly announced prior to the Era stockholder meeting and such proposal has not been withdrawn or expired at least five days prior to the meeting (or prior to such termination if there has been no meeting) and (iii) within 12 months of such termination, Era has either

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entered into a definitive agreement with respect to an Alternative Proposal, which transaction is thereafter consummated, or Era consummates an Alternative Proposal (provided that for purposes of such transaction, the references to “20%” in the definition of “Alternative Proposal” shall be deemed to be references to “more than 50%”); or

• by Bristow before the approval of Era’s stockholders is obtained because the Era Board has changed its recommendation

In addition, each party will be obligated to reimburse the other party’s expenses in an amount not to exceed $4,000,000 if the Merger Agreement is terminated because of the failure to obtain the required approval of such party’s stockholders and a termination fee is otherwise not payable to the other party pursuant to the terms and conditions of the Merger Agreement.

Amendments; Waivers

At any time prior to the Effective Time, any provision of the Merger Agreement may be waived only if such waiver is in writing and signed by the party against whom the waiver is to be effective.

At any time prior to the Effective Time, any provision of the Merger Agreement may be amended only if such amendment is in writing and signed by the Era, Bristow and Merger Sub.

However, after Era stockholders have approved the Share Increase Proposal and the issuance of shares of Era Common Stock in connection with the Merger or Bristow stockholders have approved the adoption of the Merger Agreement, if any amendment or waiver shall by applicable law or in accordance with the rules and regulations of the NYSE require further approval of the stockholders of Bristow, the effectiveness of such amendment or waiver shall be subject to the approval of the stockholders of Bristow.

Governing Law

The Merger Agreement and all claims or causes of action that may be based upon, arise out of or relate to the Merger Agreement will be governed by and construed in accordance with Delaware law.

Specific Performance

The parties have agreed that irreparable damage would occur in the event that any of the provisions of the Merger Agreement are not performed, or are threatened to not be performed, in accordance with their specific terms or are otherwise breached. The parties have also agreed that, subject to the limitations set forth in the Merger Agreement, in addition to any other remedy available to it, each of the parties will be entitled to an injunction or to prevent any breach or threatened breach of the Merger Agreement and to a decree or order to enforce specifically any covenant or obligation under the Merger Agreement.

Regulatory Approvals Required for the Merger

The parties will use reasonable best efforts to take promptly all actions necessary, proper or advisable under applicable laws to consummate the Merger, including the obtaining of all necessary actions or waivers. Era and Bristow were required to file, within ten Business Days after the date of the Merger Agreement, any and all required notification and report forms under the HSR Act, and file as promptly as practicable any other filings and/or notifications under other applicable antitrust laws, and will use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act or any other antitrust law as soon as reasonably possible.

If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of law, the parties will cooperate and use reasonable best efforts to contest any such action or proceeding and to have vacated any order that prohibits, prevents, delays or restricts consummation of the Merger.

Stock Exchange Listing

Era will use its reasonable best efforts to cause the shares of Era Common Stock to be issued as part of the Aggregate Merger Consideration, including shares of Era Common Stock to be issued in connection with the assumption of the Bristow options and Bristow RSUs by Era, to be approved for listing on the NYSE or NASDAQ, as determined by Era, subject to official notice of issuance, prior to the Effective Time.

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Dissenters’ Rights of Appraisal of Holders of Bristow Common Stock

Except as otherwise waived pursuant to the Bristow Stockholders Agreement, Dissenting Shares will not be converted into the right to receive their portion of the Aggregate Merger Consideration, but instead holders of such shares will be entitled to appraisal rights under Section 262 of the DGCL to have the Delaware Court of Chancery determine the “fair value” of such stockholder’s shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and thereafter to receive payment of such “fair value” in cash, together with interest, if any, at the rate specified in Section 262 of the DGCL. If any Bristow stockholder fails to perfect or otherwise waives, withdraws or loses the right to appraisal of such shares under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such shares will cease and such shares will be deemed to have been converted as of the Effective Time into the right to receive, without interest or duplication, the applicable portion of the Aggregate Merger Consideration.

Change in Listing; Reverse Stock Split

Bristow has consented to (i) a potential change in the listing of outstanding shares of Era Common Stock from the NYSE to NASDAQ and (ii) the Reverse Stock Split, and any action taken by Era in connection with either of the foregoing (including, with respect to the Reverse Stock Split, the Era Board’s authorization thereof and Era’s inclusion of a proposal in this joint proxy and consent solicitation statement/prospectus seeking stockholder approval thereof).

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THE VOTING AGREEMENTS RELATING TO THE MERGER

The following section sets forth the principal terms of the Voting Agreements, copies of which are attached to this joint proxy and consent solicitation statement/prospectus as Annex C (the Voting Agreement with Solus) and Annex D (the Voting Agreement with SDIC) and are incorporated by reference in this joint proxy and consent solicitation statement/prospectus. The rights and obligations of the parties to the Voting Agreements are governed by their express terms and conditions and not by this section, which is summary in nature. This section is not complete and is qualified in its entirety by reference to the complete text of the Voting Agreements. Capitalized terms used in this section and not defined have the meaning ascribed to such terms in the Voting Agreements. You are encouraged to read the Voting Agreements carefully in their entirety, as well as this joint proxy and consent solicitation statement/prospectus, before making any decisions regarding your vote or your consent, as applicable.

Parties to the Voting Agreements

Concurrently with the execution of the Merger Agreement, SDIC and Solus each entered into identical voting agreements (each, a “Voting Agreement”, and collectively, the “Voting Agreements”) with Bristow and Era, with respect to all shares of Bristow Common Stock and Bristow Preferred Stock owned beneficially by SDIC and Solus, as applicable, and any additional shares of Bristow Common Stock, Bristow Preferred Stock or other voting securities of Bristow of which SDIC or Solus acquires record or beneficial ownership during the terms of the Voting Agreements (the “Subject Shares”).

As of January 23, 2020, the date on which the Voting Agreements were signed, Solus held 3,220,501 shares of Bristow Common Stock and 1,720,297 shares of Bristow Preferred Stock and SDIC held 2,783,012 shares of Bristow Common Stock and 2,018,384 shares of Bristow Preferred Stock. Pursuant to the Bristow Certificate of Designations, with respect to matters submitted to a vote of the holders of Bristow Common Stock, holders of each share of Bristow Preferred Stock will be entitled to vote on an “as-converted” basis, which deems each share of Bristow Preferred Stock to have been converted to 1.33 shares of Bristow Common Stock. Therefore, for the purpose of approving the Merger, on an as-converted basis, Solus is deemed to hold 5,515,019 shares of Bristow Common Stock and SDIC is deemed to hold 5,475,116 shares of Bristow Common Stock, and together they are deemed to hold an aggregate amount of 10,990,135 shares or 51.2% of Bristow Common Stock. The deemed conversion of the Bristow Preferred Stock for the purpose of voting is distinct from the Preferred Stock Conversion.

Agreement to Vote; No Conflicting Actions

Subject to the terms and conditions set forth in the Voting Agreements, each of SDIC and Solus agreed to deliver to Bristow, within two Business Days after the registration statement becomes effective, a written consent in respect of all shares of Bristow Common Stock and Bristow Preferred Stock beneficially owned by each of Solus and SDIC (collectively representing more than a majority of the total aggregate voting power of the shares of Bristow Common Stock and Bristow Preferred Stock issued and outstanding) in favor of approving the Merger and the adoption of the Merger Agreement. Each of Solus and SDIC also agreed, and have appointed Bristow and any designee of Bristow as its proxy, to vote:

• in favor of (i) any proposal to adopt and approve or reapprove the Merger Agreement and the transactions contemplated thereby and (ii) waiving any notice that may have been or may be required relating to the Merger or any of the other transactions contemplated by the Merger Agreement.

• against (i) any Alternative Proposal, (ii) any amendment to Bristow’s organizational documents that would in any manner impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, and (iii) any action, proposal, transaction or agreement that, to the knowledge of the SDIC, or Solus, as applicable, is intended to or would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of SDIC or Solus, as applicable, under the Voting Agreements.

Other Covenants

During the time period between the date of the Voting Agreements and the Expiration Time (as defined in the “Termination” subsection below), both SDIC and Solus, subject to certain exceptions, have agreed not to, without the prior written consent of Bristow and Era, directly or indirectly, whether by merger, consolidation or

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otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift or by operation of law) (collectively, a “Transfer”) or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein.

Additionally, during the time period between the date of the Voting Agreements and the Expiration Time, both Solus and SDIC have agreed not to, without the prior written consent of Bristow and Era, (i) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote (or sign written consents in respect of) the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (ii) take any action that would have the effect of preventing or disabling Solus or SDIC, as applicable, from performing its obligations under the Voting Agreements.

Notwithstanding any of the foregoing, SDIC or Solus, as applicable, may, at any time, Transfer the Subject Shares to (i) an affiliate of SDIC or Solus, as applicable, (ii) any investment fund or other entity controlled or managed by SDIC or Solus, as applicable, or their respective affiliates or subsidiaries or (iii) any other third parties; so long as the applicable transferee has executed and delivered a voting agreement substantially identical to the Voting Agreements prior to such proposed Transfer.

Further, SDIC and Solus have each agreed that it will not take the following actions:

• solicit, initiate, knowingly encourage or knowingly facilitate an Alternative Proposal;

• furnish any non-public information regarding Bristow to any person in connection with or in response to an Alternative Proposal;

• engage in, enter into, continue or otherwise participate in any discussions or negotiations with any person with respect to, or otherwise knowingly cooperate in any way with any person (or any representative thereof) with respect to, any Alternative Proposal;

• approve, endorse or recommend or propose to approve, endorse or recommend, any Alternative Proposal; or

• enter into any letter of intent or similar document or any contract contemplating, approving, endorsing or recommending or proposing to approve, endorse or recommend, any Alternative Proposal.

Stockholder Action

SDIC and Solus have each represented and warranted that they have not formed, joined or in any way participated in or entered into, and have no intent to form, join or in any way participate in or enter into, any agreement, arrangement or understanding with a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) for the purpose of acquiring, holding, voting or disposing of any shares of Era Common Stock.

Waiver of Appraisal Rights

SDIC and Solus have agreed to waive and not exercise any rights to demand appraisal of any shares of Bristow Common Stock or Bristow Preferred Stock held by SDIC and Solus, as applicable, or rights to dissent from the Merger that SDIC and Solus, as applicable, may have under applicable law. In addition, Solus and SDIC, have agreed to send a drag-along notice to the other stockholders of Bristow party to the Bristow Stockholders Agreement and, in accordance with the Bristow Stockholders Agreement, such other stockholders shall be required to vote in favor of or consent in writing to the adoption of the Merger Agreement and to waive any rights to demand appraisal of any shares of Bristow Common Stock or Bristow Preferred Stock held by such stockholders or rights to dissent from the Merger that such stockholders may have under applicable law.

Termination

The Voting Agreements will terminate upon the first to occur of the following (the “Expiration Time”):

• The Effective Time;

• The valid termination of the Merger Agreement in accordance with its terms; and

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• Any amendment, modification, change or waiver of any provision of the Merger Agreement made without the prior written consent of SDIC or Solus, as applicable that (i) reduces the amount or changes the form of the Aggregate Merger Consideration, (ii) adversely effects the tax consequences to SDIC or Solus, as applicable, with respect to the consideration to be received in the Merger, (iii) changes the governance rights of the Era Board or (iv) extends the End Date beyond the January 23, 2021.

Registration Rights Agreement

Era has agreed to negotiate and finalize in good faith, and at closing execute and deliver, a registration rights agreement with each of Solus and SDIC containing (i) demand and piggyback registration rights consistent with the existing Registration Rights Agreement, dated as of October 31, 2019, by and among Bristow Group Inc. and the other parties signatory thereto, and (ii) an obligation for Era to file a Shelf Registration Statement no later than 10 business days following the Closing Date (subject to the availability of all necessary financial statements).

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COMMON STOCK AND DIVIDENDS

Era

Era Common Stock is currently traded on the NYSE under the ticker symbol “ERA”. Era has not paid a cash dividend since it became a publicly traded company in 2013.

Bristow

Bristow Common Stock is not currently quoted on the OTCBB or otherwise.

Bristow has never paid cash dividends in respect of the Bristow Common Stock, and Bristow has no plans to pay any dividends or make any other distributions in the future.

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

The accompanying unaudited pro forma condensed combined consolidated financial information presents the combination of the historical consolidated financial statements of Era and the historical consolidated financial statements of Bristow, after giving effect to the Merger, as further described in Note 1 of this “Unaudited Pro Forma Condensed Combined Consolidated Financial Information”, and Bristow’s reorganization and emergence from the Chapter 11 Cases, as further described in Note 8 (collectively, the “Transactions”). The Merger transaction is structured as a reverse merger and Bristow was determined to be the accounting acquirer based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, pre-Merger holders of Bristow Common Stock will own 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era Common Stock will own 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Combined Company will intially consist of eight directors, including six Bristow designees. The Merger will be accounted for under the acquisition method of accounting under GAAP. Under the acquisition method of accounting for the purposes of the unaudited pro forma condensed combined financial information, management of Bristow and Era have determined a preliminary estimated purchase price for Era, as described in Note 5. Era’s net tangible and intangible assets acquired, and liabilities assumed in connection with the Merger are recorded at their estimated acquisition date fair values. Any excess of the fair value of Era’s identified net assets acquired over the estimated purchase price will be recognized as a gain on bargain purchase. A final determination of the estimated fair values of these assets and liabilities will be based on Era’s actual net tangible and intangible assets as of the date of completion of the Merger. The following information does not give effect to the proposed Reverse Stock Split.

Pro Forma Information

The unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2019 assumes that the Merger took place on December 31, 2019 and combines the historical balance sheets of Bristow and Era as of such date.

The unaudited pro forma condensed combined consolidated statement of operations for the twelve-months ended December 31, 2019 combines the historical consolidated financial information of Era and Bristow and assumes the Transactions occurred on January 1, 2019. Bristow has a March 31 year end. To calculate Bristow’s historical consolidated statement of operations for twelve-months ended December 31, 2019, Era’s management added Bristow's results of operations for its fourth quarter ended March 31, 2019 to its results of operations for nine months ended December 31, 2019. See Note 8 to the unaudited pro forma condensed combined consolidated financial information.

In the opinion of Era’s management, the pro forma adjustments reflected in the unaudited pro forma condensed combined consolidated financial information are based on events that are (i) directly attributable to the each of the Transactions, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined consolidated statement of operations, expected to have a continuing impact on the Combined Company’s results. The pro forma adjustments are based upon currently available information and certain assumptions and adjustments that management believes are reasonable as described in the accompanying notes. The unaudited pro forma condensed combined consolidated financial information is presented for informational purposes only and is not intended to present or be indicative of what the results of operations or financial position would have been had the Transactions occurred on the dates indicated, nor is it meant to be indicative of future results of operations or financial position for any future period or as of any future date. The unaudited pro forma condensed combined financial information and pro forma adjustments have been prepared based on preliminary estimates of fair value of assets acquired and liabilities assumed. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Combined Company’s future results of operations and financial position. The unaudited pro forma condensed combined consolidated financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies, or other savings or expenses that may result from the Merger.

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The unaudited pro forma condensed combined consolidated financial information was based on and should be read in conjunction with Era’s and Bristow’s historical financial statements referenced below:

• Era’s consolidated historical financial statements and related notes as of and for the year ended December 31, 2019, included in Era’s Annual Report on Form 10-K for the year ended December 31, 2019, which are incorporated by reference in this joint proxy and consent solicitation statement/prospectus; and

• Bristow’s audited and unaudited condensed consolidated historical financial statements and related notes as of December 31, 2019 (Successor) and March 31, 2019 (Predecessor) and for the two months ended December 31, 2019 (Successor), seven months ended October 31, 2019 (Predecessor) and nine months ended December 31, 2018 (Predecessor) included in this joint proxy and consent solicitation statement/prospectus.

The consummation of the Merger remains subject to satisfaction of customary closing conditions, including receipt of regulatory and other approvals.

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Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
As of December 31, 2019
(in thousands)

	Bristow	Era(1)	Pro Forma Merger Adjustments		Pro Forma Combined
Current assets:
Cash and cash equivalents	$185,686	$117,366	$—		$303,052
Restricted cash	10,397	—	—		10,397
Accounts receivable from non-affiliates	193,780	40,824	—		234,604
Accounts receivable from affiliates	13,929	—	—		13,929
Assets held for sale	44,750	—	—		44,750
Prepaid expenses and other current assets	27,748	17,605	—		45,353
Inventories	85,481	20,066	(11,036)	(a)	94,511
Total current assets	561,771	195,861	(11,036)		746,596
Investment in unconsolidated affiliates	120,112	—	—		120,112
Property and equipment - at cost:
Land and buildings	167,640	39,112	(27,190)		179,562
Aircraft and equipment	759,355	855,951	(657,659)		957,647
	926,995	895,063	(684,849)		1,137,209
Less - Accumulated depreciation and amortization	(10,544)	(338,164)	338,164		(10,544)
	916,451	556,899	(346,685)	(b)	1,126,665
Right-of-use assets	326,498	9,468	—		335,966
Intangible assets	—	—	—		—
Goodwill	—	—	—		—
Other assets	151,209	2,287	11,129	(c)	164,625
Total assets	$2,076,041	$764,515	$(346,592)		$2,493,964
Current liabilities:
Accounts payable	$58,908	$11,153	$23,727	(d)	$93,788
Accrued wages, benefits and related taxes	45,186	10,554	—		55,740
Income taxes payable	3,508	3,612	—		7,120
Other accrued taxes	5,105	—	—		5,105
Deferred revenue	5,783	283	—		6,066
Accrued maintenance and repairs	33,968	1,770	—		35,738
Accrued interest	910	520	—		1,430
Current portion of operating lease liabilities	78,306	1,773	—		80,079
Other accrued liabilities	23,636	2,794	—		26,430
Short-term borrowings and current maturities of long-term debt	41,018	18,317	—		59,335
Total current liabilities	296,328	50,776	23,727		370,831
Long-term debt, less current maturities	545,895	141,832	2,256	(e)	689,983
Accrued pension liabilities	31,052	—	—		31,052
Preferred stock embedded derivative	603,637	—	(603,637)	(f)	—
Other liabilities and deferred credits	4,719	745	—		5,464
Deferred taxes	49,058	103,793	(70,365)	(g)	82,486
Long-term operating lease liabilities	245,900	7,815	—		253,715

See Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

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	Bristow	Era(1)	Pro Forma Merger Adjustments		Pro Forma Combined
Commitments and contingencies
Mezzanine equity preferred stock	149,597	—	(149,597)	(f)	—
Redeemable noncontrolling interest	—	2,812	—		2,812
Stockholders’ investment:
Common stock	$1	$224	$724	(h)	$949
Additional paid-in capital	295,155	452,009	398,710	(i)	1,145,874
Retained earnings (accumulated deficit)	(152,512)	14,692	41,407	(j)	(96,413)
Accumulated other comprehensive loss	7,349	—	—		7,349
Treasury shares, at cost	—	(10,183)	10,183	(k)	—
Total stockholders' investment before noncontrolling interests	149,993	456,742	451,024		1,057,759
Noncontrolling interests	(138)	—	—		(138)
Total stockholders’ investment	149,855	456,742	451,024		1,057,621
Total liabilities, mezzanine equity and stockholders’ investment	$2,076,041	$764,515	$(346,592)		$2,493,964

(1)
Refer to Note 4 for reconciliation to Era’s historical as reported presentation.

See Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

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Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations
For the Twelve Months Ended December 31, 2019
(in thousands)

	Bristow(1)	Era(2)	Pro Forma Merger Adjustments		Pro Forma Combined
Gross revenue:
Operating revenue from non-affiliates	$1,170,691	$223,715	$—		$1,394,406
Operating revenue from affiliates	50,453	—	—		50,453
Reimbursable revenue from non-affiliates	56,570	2,344	—		58,914
	1,277,714	226,059	—		1,503,773
Operating expense:
Direct cost	990,063	152,274	—		1,142,337
Reimbursable expense	55,252	2,272	—		57,524
Depreciation and amortization	69,806	37,619	(13,034)	(a)	94,391
General and administrative	179,139	38,278	(1,769)	(b)	215,648
	1,294,260	230,443	(14,803)		1,509,900
Loss on impairment	(62,101)	(2,551)	—		(64,652)
Gain (loss) on disposal of assets	(12,778)	3,657	—		(9,121)
Earnings from unconsolidated affiliates, net of losses	9,996	(975)	—		9,021
Operating income (loss)	(81,429)	(4,253)	14,803		(70,879)
Interest expense, net	(127,840)	(10,387)			(138,227)
Gain (loss) on sale of subsidiaries	(55,883)	—	—		(55,883)
Gain on sale of equity investment	—	10,910	—		10,910
Fair value of embedded derivative	(133,315)	—	—		(133,315)
Other expense, net	2,145	(1,082)	—		1,063
Income (loss) before benefit (provision) for income taxes	(396,322)	(4,812)	14,803		(386,331)
Benefit (provision) for income taxes	(104,708)	731	—		(103,977)
Net loss	(501,030)	(4,081)	14,803		(490,308)
Net (income) loss attributable to noncontrolling interests	(59)	488	—		429
Net loss attributable to Bristow Group	$(501,089)	$(3,593)	14,803		(489,879)
Loss per common share:
Basic EPS	$(50.11)	$(0.17)			$(5.15)
Diluted EPS	$(17.69)	$(0.17)			$(5.15)
Weighted average number of shares outstanding:
Basic	11,235,535	21,009,362			95,156,223	(c)
Diluted	20,793,234	21,010,715			95,156,223	(c)

(1)
Refer to Note 8 for reconciliation to Bristow’s historical as reported presentation.

(2)
Refer to Note 4 for reconciliation to Era’s historical as reported presentation.

See Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

Note 1 – Description of the Transactions

On January 23, 2020, Era entered into the Merger Agreement with Bristow, pursuant to which a wholly owned subsidiary of Era will merge with and into Bristow, with Bristow continuing as the surviving corporation and direct wholly owned subsidiary of Era. Following the Merger, Era intends to change its name to Bristow Group Inc., and its common stock will remain listed on the NYSE under the ticker symbol “ ”. Immediately following the completion of the Merger, pre-Merger holders of Bristow Common Stock (including pre-Merger holders of Bristow Preferred Stock) will own 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era Common Stock will own 23% of the outstanding shares of Combined Company Common Stock.

Note 2 – Basis of Presentation

The accompanying unaudited pro forma condensed combined consolidated financial information is prepared in accordance with Article 11 Regulation S-X and is intended to reflect the impact of both the Merger and Bristow’s emergence from bankruptcy on Bristow’s historical consolidated financial statements. The presentation of the unaudited pro forma balance sheet and statement of operations are based on the historical financial statements of the Combined Company.

The pro forma adjustments that are described in these notes are included only to the extent they are (i) directly attributable to the transactions described above, (ii) factually supportable and (iii) with respect to the statement of operations, expected to have a continuing impact on the consolidated results of Bristow.

The unaudited pro forma condensed combined consolidated financial information was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The acquisition method of accounting requires use of the fair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions from those to prepare the pro forma adjustments resulting in a range of alternative estimates using the same facts and circumstances.

ASC 805 requires the determination of the accounting acquirer, the acquisition date, the fair value of assets and liabilities of the acquired and the resulting measurement of goodwill or gain on bargain purchase. Bristow has been identified as the acquirer for accounting purposes. As a result, Bristow will record the business combination in its financial statements and will apply the acquisition method of accounting to account for Era’s assets and liabilities acquired. Applying the acquisition method of accounting includes recording the identifiable assets acquired and liabilities assumed at their fair values and recording gain on bargain purchase for the excess of the net aggregate fair value of the identifiable assets acquired and liabilities assumed over the consideration transferred. For purposes of the unaudited pro forma condensed combined consolidated financial information, the fair values of Era’s identifiable assets acquired, and liabilities assumed were based on preliminary estimates. The final determination of the fair values of assets acquired and liabilities assumed could result in material changes to the amounts presented in the unaudited pro forma condensed combined consolidated financial information and future results of operations and financial position.

Refer to Note 8 for additional information regarding Bristow’s presentation.

Note 3 – Conforming Accounting Policies

During the preparation of the unaudited pro forma condensed combined consolidated financial information, Era performed an initial review of the accounting policies of Bristow to determine if differences in accounting policies require reclassification or adjustment.

Based on that initial review, Era does not believe there are any material differences between the accounting policies of the two companies, other than certain reclassifications necessary to conform to

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Bristow’s financial statement presentation. These reclassifications are described in Note 4 below. When management completes its final review of Bristow’s accounting policies, additional differences may be identified that, when conformed, could have had a material impact on the unaudited pro forma condensed combined consolidated financial information.

Note 4 – Reclassifications

Certain reclassification adjustments have been made to conform Era’s financial statement presentation to that of Bristow’s as indicated in the tables below.

a)
The reclassification adjustments to conform Era’s balance sheet presentation to that of Bristow’s balance sheet presentation has no impact on net assets and are summarized below:

Era Group Inc.
Consolidated Balance Sheet
(in thousands, except share amounts)

	December 31, 2019
	Historical Era	Reclassifications to Bristow Presentation	Historical Era As Presented
Current assets:
Cash and cash equivalents	$117,366	$—	$117,366
Accounts receivable from non-affiliates	—	40,824	40,824
Trade, operating, net of allowance for doubtful accounts	32,730	(32,730)	—
Trade, dry-leasing	5,234	(5,234)	—
Tax receivables	2,860	(2,860)	—
Other	15,421	(15,421)	—
Prepaid expenses and other current assets	—	17,605	17,605
Prepaid expenses	2,184	(2,184)	—
Inventories	20,066	—	20,066
Total current assets	195,861	—	195,861
Property and equipment - at cost:
Land and buildings	—	39,112	39,112
Aircraft and equipment	—	855,951	855,951
Helicopters	788,623	(788,623)	—
Machinery, equipment and spares	38,057	(38,057)	—
Construction in progress	6,970	(6,970)	—
Buildings and leasehold improvements	39,112	(39,112)	—
Furniture, fixtures, vehicles and other	22,301	(22,301)	—
	895,063	—	895,063
Less – Accumulated depreciation and amortization	(338,164)	—	(338,164)
	556,899	—	556,899
Right-of-use assets	—	9,468	9,468
Operating lease right-of-use	9,468	(9,468)	—
Intangible assets	96	(96)	—
Other assets	2,191	96	2.287
Total assets	$764,515	$—	$764,515

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	December 31, 2019
	Historical Era	Reclassifications to Bristow Presentation	Historical Era As Presented
Current liabilities:
Accounts payable	$—	$11,153	$11,153
Accrued wages, benefits and related taxes	—	10,554	10,554
Income taxes payable	—	3,612	3,612
Deferred revenue	—	283	283
Accrued maintenance and repairs	—	1,770	1,770
Accrued interest	520	—	520
Current portion of operating lease liabilities	—	1,773	1,773
Other accrued liabilities	—	2,794	2,794
Short-term borrowings and current maturities of long-term debt	—	18,317	18,317
Accounts payable and accrued expenses	12,923	(12,923)	—
Accrued wages and benefits	10,554	(10,554)	—
Accrued income taxes	3,612	(3,612)	—
Accrued other taxes	937	(937)	—
Accrued contingencies	598	(598)	—
Current portion of long-term debt	18,317	(18,317)	—
Other current liabilities	3,315	(3,315)	—
Total current liabilities	50,776	—	50,776
Long-term debt, less current maturities	141,832	—	141,832
Operating lease liabilities	7,815	(7,815)	—
Other liabilities and deferred credits	—	745	745
Deferred taxes	103,793	—	103,793
Long-term operating lease liabilities	—	7,815	7,815
Deferred gains and other liabilities	745	(745)	—
Redeemable noncontrolling interest	2,812	—	2,812
Stockholders' investment:
Common stock	224	—	224
Additional paid-in capital	452,009	—	452,009
Retained earnings	14,692	—	14,692
Treasury shares, at cost	(10,183)	—	(10,183)
Total stockholders' investment	456,742	—	456,742
Total liabilities and stockholders’ investment	$764,515	$—	$764,515

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b)
The reclassification adjustments to conform Era’s statement of operations presentation to that of Bristow have no impact on net loss and are summarized below:

Era Group Inc.
Consolidated Statement of Operations
(in thousands)

	Year Ended December 31, 2019
	Historical Era	Reclassifications to Bristow Presentation	Historical Era As Presented
Gross revenue:
Operating revenue from non-affiliates	$—	$223,715	$223,715
Reimbursable revenue from non-affiliates	—	2,344	2,344
Operating revenues	210,035	(210,035)	—
Dry-leasing revenues	16,024	(16,024)	—
	226,059	—	226,059
Operating expense:		—
Direct cost	—	152,274	152,274
Reimbursable expense	—	2,272	2,272
Depreciation and amortization	37,619	—	37,619
General and administrative	38,278	—	38,278
Operating	154,546	(154,546)	—
	230,443	—	230,443
Loss on impairment	(2,551)	—	(2,551)
Gain (loss) on disposal of assets	3,657	—	3,657
Earnings from unconsolidated affiliates, net of losses	—	(975)	(975)
Operating income (loss)	(3,278)	(975)	(4,253)
Interest expense, net	—	(10,387)	(10,387)
Interest income	3,487	(3,487)	—
Interest expense	(13,874)	13,874	—
Gain on sale of equity investment	—	10,910	10,910
Loss on sale of investments	(569)	569	—
Foreign currency gains (losses), net	(472)	472	—
Gain on debt extinguishment	(13)	13	—
Other expense, net	(28)	(1,054)	(1,082)
Income (loss) before benefit (provision) for income taxes and equity earnings	(14,747)	9,935	(4,812)
Benefit (provision) for income taxes	731	—	731
Net loss (before equity earnings)	(14,016)	9,935	(4,081)
Equity earnings, net of tax	9,935	(9,935)	—
Net loss	(4,081)	—	(4,081)
Net loss attributable to noncontrolling interests	488	—	488
Net loss attributable to Era Group	$(3,593)	$—	$(3,593)

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Note 5 – Estimated Purchase Consideration and Preliminary Purchase Price Allocation

The estimated preliminary purchase price for the Merger is calculated as follows (in thousands):

Preliminary estimated purchase price
Estimate fair value of Era stock prior to the Merger (i)	$96,721
Estimated fair value of accelerated Era restricted stock awards (ii)	1,712
Estimated preliminary purchase price	$98,433

i.
Represents the estimated fair value of Common Stock in the Combined Company to be retained by Era Common Stockholders. The estimated preliminary purchase price was determined using the closing price of Era Common Stock ($3.77 per share) on April 16, 2020, the most recent date practicable prior to the preparation of this joint proxy and consent solicitation statement/prospectus and is calculated based on the total number of shares of Era Common Stock outstanding as of March 31, 2020 of 20,858,021 shares and the premium over the market price.

ii.
Represents the estimated fair value of Era restricted stock awards. Pursuant to the terms of Era’s 2012 Share Incentive Plan and the applicable award agreements, stock options and restricted stock awards that were granted prior to January 22, 2020 will automatically vest upon the consummation of the transaction. No value was prescribed to stock options, as these awards will not become exercisable due to market price. As of March 31, 2020, the number of Era’s unvested restricted stock awards that will vest as part of Merger was estimated to be 369,136 shares. The estimated fair value includes a premium over market price.

The total purchase price consideration for the Combined Company’s financial statement purposes will be based on the actual closing price of Era Common Stock on the closing date of the Merger, which could differ materially from the value assumed to prepare this unaudited pro forma financial information. A hypothetical 10% change in the closing price of Era Common Stock as of April 16, 2020, would have an approximate $9.8 million impact on the assumed purchase consideration. Based on the preliminary purchase price allocation described below, a change in purchase price consideration would result in an increase or decrease of gain on bargain purchase and no impact on the unaudited pro forma condensed combined statement of operations.

The following summarizes the preliminary allocation of assumed purchase consideration to the net assets acquired by Bristow as if the Merger had been completed on December 31, 2019.

Preliminary purchase consideration:
Estimated purchase price	$98,433
Assets acquired:
Cash and cash equivalents	$117,366
Accounts receivable from non-affiliates	40,824
Prepaid expenses and other current assets	17,605
Inventories	9,030
Property and equipment	210,214
Right-of-use assets	9,468
Other assets	13,416
Total assets acquired	$417,923
Liabilities assumed:
Accounts payable	$21,755
Accrued wages, benefits and related taxes	10,554
Income taxes payable	3,612
Deferred revenue	283
Accrued maintenance and repairs	1,770

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Accrued interest	520
Current portion of operating lease liabilities	1,773
Other accrued liabilities	2,794
Long-term operating lease liabilities	7,815
Deferred gains and other liabilities	745
Long-term debt	162,405
Deferred taxes	33,428
Redeemable noncontrolling interest	2,812
Total liabilities and reedemable noncontrolling interest assumed	$250,266
Net assets acquired	167,657
Gain on bargain purchase	$(69,224)

The combination resulted in a gain on bargain purchase because the estimated fair value of the identifiable net assets acquired exceeded the purchase consideration by $69.2 million. The allocation of estimated purchase price is preliminary because the proposed Merger has not yet been completed. The purchase price allocation will remain preliminary until management determines the fair values of assets acquired and liabilities assumed. The final determination of purchase price allocation is anticipated to be completed as soon as practicable after completion of the Merger and will be based on the fair values of the assets acquired and liabilities assumed as of the Closing Date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements.

Note 6 – Balance Sheet Adjustments related to the Merger

The pro forma adjustments included in the unaudited pro forma condensed combined consolidated balance sheet are as follows:

a)
The adjustment in Inventories represents an adjustment of $11.0 million to decrease the value of Era’s inventory to preliminary fair value.

b)
Represents the preliminary fair value adjustment to decrease the value of Era’s Property and Equipment, net acquired from its historical book value of $556.9 million to its preliminary fair value of $210.2 million.

Asset Class	Estimated Preliminary Fair Value
Helicopters	$172,322
Machinery, equipment and spares	21,601
Construction in progress	2,876
Buildings and leasehold improvements	11,922
Furniture, fixtures, vehicles and other	1,493
Estimated fair value of property and equipment	$210,214
Book value of property and equipment, net	556,899
Net adjustment to property and equipment, net	$(346,685)

c)
The adjustment to Other Assets reflects (i) the recognition of preliminary fair value of $13.0 million, associated with Power-by-the-Hour (“PBH”) maintenance contracts acquired, (ii) the elimination of debt issuance costs of $0.8 million related to Era’s revolving credit facility because the asset has no economic value, and (iii) the elimination of deferred costs of $1.0 million related to PBH maintenance contracts.

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d)
The adjustment to Accounts Payable represents estimated transaction costs for legal and professional fees to be paid in connection with the business combination of $13.1 million and $10.6 million by Bristow and Era, respectively.

e)
To reflect the elimination of unamortized debt issuance costs of $1.3 million and unamortized debt discount of $1.0 million related to Era’s 7.750% Senior Notes.

f)
To reflect the conversion of Bristow’s Preferred Stock into shares of Bristow Common Stock.

g)
The adjustment to Deferred Taxes reflects a decrease in deferred tax liabilities of $70.4 million based on the preliminary fair value adjustments discussed above. Preliminary deferred taxes have been estimated based on a tax rate of 21%.

h)
To reflect the net adjustment to Common Stock, as follows (in thousands):

Post-Merger common stock, at par (includes preferred stock conversion)	$944
Era historical common stock	(224)
Acceleration of Era's restricted stock awards	4
Net adjustments to Common Stock	$724

i)
To reflect the net adjustment to Additional Paid-in Capital, as follows (in thousands):

Estimated preliminary purchase price of additional paid-in capital	$95,845
Preferred stock conversion	753,166
Reclassification of Era historical treasury stock to additional paid-in capital	(10,183)
Elimination of Era historical additional paid-in capital	(452,009)
Elimination of Era historical treasury stock	10,183
Acceleration of Era's restricted stock awards	$1,708
Net adjustments to Additional Paid-in Capital	$398,710

j)
To reflect the net adjustment to Retained Earnings, as follows (in thousands):

Elimination of Era historical retained earnings	(2,366)
Elimination of estimated transaction costs	(23,727)
Elimination of PBH deferred costs	(997)
Elimination of revolver unamortized debt issuance costs	(727)
Gain on bargain purchase	69,224
Net adjustment to Retained Earnings	$41,407

k)
To reflect the elimination of Era’s historical Treasury Shares.

Note 7 – Statement of Operations Adjustments related to the Merger

a)
The adjustment to Depreciation and Amortization expense reflects (i) the removal of historical depreciation and amortization of $37.6 million and (ii) the addition of depreciation and amortization expense of $21.6 million based on the estimated preliminary fair values of the Land and Buildings and Aircraft and Equipment with estimated useful lives denoted in the table below, and incremental amortization of $2.9 million based on the estimated preliminary fair value of PBH maintenance contracts described in Note 6. The average remaining useful life of the PBH maintenance contracts is 24 months.

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Asset Class	Estimated Remaining Useful Life (in years)
Helicopters	2 - 28
Machinery, equipment and spares	1 - 3
Construction in progress	—
Buildings and leasehold improvements	2 - 4
Furniture, fixtures, vehicles and other	1

b)
Reflects the removal of $0.3 million and $1.5 million of legal and professional transaction costs incurred through year-end December 31, 2019 by Bristow and Era, respectively, in connection with the Merger.

c)
The unaudited pro forma condensed combined consolidated basic and diluted net loss per share calculations are based on the combined basic and diluted weighted-average shares, after giving effect to the Merger. The historical basic and diluted weighted average shares of Bristow are assumed to be replaced by the shares expected to be issued by Era to effect the Merger, as follows (in thousands, except per share amounts):

	Twelve Months Ended December 31, 2019
Pro forma weighted average shares (Basic)
Historical weighted average Era shares outstanding	21,009
Acceleration of Era's restricted stock awards (i)	629
Newly issued shares of Era	73,518
Acceleration of Era's stock options (ii)	—
Pro forma weighted average shares (Basic)	95,156
Pro forma weighted average shares (Diluted)
Historical weighted average Era shares outstanding	21,009
Acceleration of Era’s restricted stock awards (i)	629
Newly issued shares of Era	73,518
Acceleration of Era's stock options (ii)	—
Pro forma weighted average shares (Diluted)	95,156
Pro forma basic net loss per share
Pro forma net loss	$(489,879)
Pro forma weighted average shares (basic)	95,156
Pro forma basic net loss per share	$(5.15)
Pro forma diluted net loss per share
Pro forma net loss	$(489,879)
Pro forma weighted average shares (diluted)	95,156
Pro forma diluted net loss per share	$(5.15)

(i)
Unvested restricted stock awards as of December 31, 2019. Restricted stock awards will vest upon the close of the Merger and are included in pro forma basic EPS.

(ii)
All Era stock options are fully vested but are out-of-the-money and they will not be exercised. The impact of the vested stock options was not included in the computation of basic or diluted pro forma weighted average shares because the effect would have been antidilutive due to the net loss.

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Note 8 – Bristow’s Fiscal Year Presentation and Adjustments related to the Adoption of Fresh-start Accounting

Presentation Adjustments

Bristow prepares its combined consolidated financial statements on the basis of a fiscal year ending March 31. The combined consolidated financial statements of Era have historically been prepared on a basis of a fiscal year ending December 31. In accordance with applicable SEC rules, if only one of the entity’s involved in a transaction for which pro forma financial statements are prepared is an SEC reporting company then that entity’s fiscal year end is used to determine the periods presented in the pro forma financial statements. If the non-SEC reporting entity's fiscal year end differs from the reporting entity’s fiscal year end by more than 93 days, income statement for a twelve-month period ending within 93 days of the reporting entity’s fiscal year end must be used.

Bristow’s statement of operations for the twelve-months ended December 31, 2019 was calculated as follows:

	Predecessor				Successor
	Three Months Ended March 31, 2019	Three Months Ended June 30, 2019	Three Months Ended September 30, 2019	One Month Ended October 31, 2019	Two Months Ended December 31, 2019	Twelve Months Ended December 31, 2019
Revenue:
Operating revenue from non-affiliates	$ 296,277	$304,130	$291,348	$96,827	$183,960	$1,172,542
Operating revenue from affiliates	12,851	12,446	13,336	4,832	9,362	52,827
Reimbursable revenue from non-affiliates	14,664	16,600	13,536	4,168	7,602	56,570
Reimbursable revenue from affiliates	—	—	—	—	—	—
	323,792	333,176	318,220	105,827	200,924	1,281,939
Operating Expenses:
Direct cost	260,441	257,759	236,655	79,802	158,845	993,502
Reimbursable expense	14,522	16,134	12,840	4,049	7,707	55,252
Prepetition restructuring charges	—	13,476	—	—	—	13,476
Depreciation and amortization	32,854	31,339	31,303	8,222	11,926	115,644
General and administrative	62,430	34,770	37,820	15,965	25,676	176,661
	370,247	353,478	318,618	108,038	204,154	1,354,535
Loss on impairment	—	—	(62,101)	—	—	(62,101)
Loss on disposal of assets	(8,856)	(3,787)	(230)	249	(154)	(12,778)
Earnings (losses) from unconsolidated	1,908	2,347	633	3,609	1,499	9,996
Operating loss	(53,403)	(21,742)	(62,096)	1,647	(1,885)	(137,479)
Interest expense, net	(29,387)	(26,321)	(22,445)	(79,070)	(9,472)	(166,695)
Reorganization items	—	(76,356)	(93,943)	(447,674)	—	(617,973)
Gain (Loss) on sale of subsidiaries	—	(56,303)	420	—	—	(55,883)
Fair value of embedded derivative	—	—	—	—	(133,315)	(133,315)
Other income (expense), net	1,917	(3,873)	(6,637)	7,009	3,729	2,145
Loss before benefit (provision) for income taxes	(80,873)	(184,595)	(184,701)	(518,088)	(140,943)	(1,109,200)
Benefit (provision) for income taxes	5,419	15,507	21,782	13,889	(11,600)	44,997
Net loss	(75,454)	(169,088)	(162,919)	(504,199)	(152,543)	(1,064,203)
Net (income) loss attributable to noncontrolling	118	(158)	(55)	5	31	(59)
Net loss attributable to Bristow Group	$(75,336)	$ (169,246)	$ (162,974)	$(504,194)	$ (152,512)	$(1,064,262)

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	Predecessor				Successor
	Three Months Ended March 31, 2019	Three Months Ended June 30, 2019	Three Months Ended September 30, 2019	One Month Ended October 31, 2019	Two Months Ended December 31, 2019	Twelve Months Ended December 31, 2019
Earnings per common share:
Basic:	$(2.10)	$(4.71)	$(4.54)	$(14.04)	$(13.57)(i)	$ (100.23)(i)
Diluted:	$(2.10)	$(4.71)	$(4.54)	$(14.04)	$(13.57)(i)	$ (100.23)(i)
Basic Shares Outstanding	35,858	35,919	35,919	35,919	11,236	11,236
Diluted Shares Outstanding	36,017	36,172	36,167	35,919	11,236	11,236

i.
For the two months ended December 31, 2019, Bristow had accumulated paid-in-kind dividends on Preferred Stock of $10.3 million, which were accounted for when calculating earnings per basic and diluted common share.

On October 31, 2019, the Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates pursuant to Chapter 11 of the United States Bankruptcy Code (the “Plan of Reorganization”) became effective and Bristow emerged from bankruptcy. Upon emergence from bankruptcy, Bristow adopted fresh-start accounting in accordance with provisions of ASC 852, Reorganizations (“ASC 852”) which resulted in Bristow becoming a new entity for financial reporting purposes. Upon the adoption of fresh-start accounting, Bristow’s assets and liabilities were generally recorded at their fair values as of the fresh-start reporting date, October 31, 2019.

References to “Successor” or “Successor Company” relate to the financial position and results of operations of Bristow subsequent to the effective date of its plan of reorganization, October 31, 2019. References to “Predecessor” or “Predecessor Company” relate to the financial position and results of operations of Bristow prior to, and including, October 31, 2019.

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Bristow Group, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Twelve Months Ended December 31, 2019

	Bristow Group Inc.	Reorganization Adjustments	Fresh Start and Other Adjustments	Pro Forma Predecessor Adjustments	Pro Forma Bristow Group Inc. As Presented Combined
Gross Revenue:
Operating revenue from non-affiliates	$1,172,542	$—	$(1,851)(g)	$(1,851)	$ 1,170,691
Operating revenue from affiliates	52,827	—	(2,374)(k)	(2,374)	50,453
Reimbursable revenue from non-affiliates	56,570	—	—	—	56,570
	1,281,939	—	(4,225)	(4,225)	1,277,714
Operating expense:
Direct cost	993,502	(12,239)(a)	8,800(h)	(3,439)	990,063
Reimbursable expense	55,252	—	—	—	55,252
Prepetition restructuring charges	13,476	(13,476)(b)	—	(13,476)	—
Depreciation and amortization	115,644	—	(45,838)(i)	(45,838)	69,806
General and administrative	176,661	2,477(c)	—	2,477	179,138
	1,354,535	(23,238)	(37,038)	(60,276)	1,294,259
Loss on impairment	(62,101)	—	—	—	(62,101)
Loss on disposal of assets	(12,778)	—	—	—	(12,778)
Earnings (losses) from unconsolidated affiliates, net of losses	9,996	—	—	—	9,996
Operating loss	(137,479)	23,238	32,813	56,050	(81,428)
Interest expense, net	(166,695)	50,323(d)	(11,468)(j)	38,855	(127,840)
Reorganization Items	(617,973)	(68,143)(e)	686,116(e)	617,973	—
Gain (loss) on sale of subsidiaries	(55,883)	—	—	—	(55,883)
Fair value of embedded derivative	(133,315)	—	—	—	(133,315)
Other income (expense), net	2,145	—	—	—	2,145
Loss before benefit (provision) for income taxes	(1,109,200)	5,418	707,461	712,879	(396,321)
Benefit (provision) for income taxes	44,997	(1,138)(f)	(148,567)(f)	(149,705)	(104,708)
Net gain (loss)	$ (1,064,203)	$4,280	$558,894	$563,174	$(501,029)
Net (income) loss attributable to noncontrolling interests	(59)	—	—	—	(59)
Net loss attributable to Bristow Group	$ (1,064,262)	$4,280	$558,894	$563,174	$(501,088)
Earnings per common share:
Basic:	$(100.23)				$(50.11)
Diluted:	$(100.23)				$(17.69)
Basic Shares Outstanding	11,236				11,236
Diluted Shares Outstanding	11,236				20,793

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Reorganization Pro Forma Adjustments:

(a)
As part of the Chapter 11 proceedings, Bristow rejected certain aircraft leases and modified certain aircraft lease contracts. The following table summarizes the adjusted lease expense assuming such rejections occurred on January 1, 2019:

	Pro Forma Twelve-months Ended December 31, 2019
Modified lease contracts	$(10,110)
Rejected lease contracts	(2,129)
Pro forma decrease in lease payments	$(12,239)

(b)
To reflect the elimination of expenses incurred in connection with Bristow's preparation to file bankruptcy totaling $13.5 million. Because these items are directly attributable to Bristow's filing for bankruptcy, are included in the historical results and are not expected to have a continuing impact on Bristow's results they have been eliminated from the pro forma statement of operations.

(c)
(i) The Bristow Board and employees of the Predecessor and Successor companies were and are compensated partially with stock awards. The pro forma adjustment reflects an incremental compensation expense in the amount of $5.5 million related to restricted stock units and stock options issued by the Successor Company in November 2019 pursuant to the new Management Incentive Plan established in Bristow's Plan of Reorganization and adopted by the Compensation Committee of the Bristow Board. The Plan of Reorganization allowed for the Successor Company Board of Directors to set the specific terms of such awards. Compensation expense is recognized assuming the stock awards were granted January 1, 2019 and adjusted for actual compensation expense included in Bristow’s historical expense related to the former management incentive plan. The amount includes $8.1 million of compensation expense less $2.6 million historical expense recorded. Refer to “Note 13 - Employee Benefit Plans” in Bristow's “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy statement and consent solicitation statement/prospectus for a summary of the awards and assumptions related to the new Management Incentive Plan.

(ii) As part of the Plan of Reorganization, Bristow rejected certain lease contracts and entered into new lease contracts including a new lease for its corporate headquarters. The change resulted in a $2.5 million reduction to lease expense for the pro forma twelve-month period ended December 31, 2019.

(iii) To reflect a reduction to Directors and Officers (“D&O”) liability insurance expense for the pro forma twelve-months ended December 31, 2019 in the amount of $0.6 million. Due to the Plan of Reorganization, Bristow's insurance policy for the Predecessor Company was cancelled and replaced with the Successor Company's policy.

The adjustment reflects a net increase to general and administrative expenses of $2.5 million for the pro forma twelve-months ended December 31, 2019.

(d)
To reflect the elimination of actual historical interest expense and amortization of deferred financing fees recorded in accordance with the terms of Bristow’s pre-petition debt that was either extinguished or reinstated upon emergence from bankruptcy pursuant to the Plan of Reorganization in the amount of $45.8 million. The adjustment also includes a decrease to net interest expense of $4.5 million related to interest recorded on the court approved debtor in possession (DIP) financing Bristow obtained while Bristow was in bankruptcy. Please see “Note 7 - Debt” in Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited).” The adjustment reflects a total decrease to interest expense of $50.3 million for the pro forma twelve-months ended December 31, 2019.

(e)
In connection with the Plan of Reorganization, Bristow incurred certain expenses and recorded certain gains and losses as Reorganization Items. Because these items are directly attributable to Bristow's Plan of Reorganization, they are included in the historical results but

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are not expected to have a continuing impact on Bristow's results, they have been eliminated from the pro forma statement of operations. Reorganization items for the pro forma twelve-months ended December 31, 2019 are summarized as follows:

	Pro Forma Twelve-months Ended December 31, 2019
Gain on settlement of liabilities subject to compromise	$265,591
Fresh-start accounting adjustments	(686,116)
Reorganization professional fees and other	(197,448)
Pro forma decrease in Reorganization expense, net	$(617,973)

(f)
To reflect the tax effect of the pro forma adjustments by applying the statutory rate as if the pro forma transactions had occurred as of January 1, 2019.

Fresh-start Accounting and Other Adjustments:

(g)
To reflect the fresh-start accounting adjustment for the write off of certain contracts and related amounts recorded as deferred revenue for which pursuant to the Plan of Reorganization Bristow was no longer obligated to provide services. The pro forma adjustment reduces revenue for the pro forma twelve-month period by $1.9 million.

(h)
To reflect an overall increase to Direct cost resulting from the application of fresh-start accounting of $8.8 million. Direct costs increased due to amortization expense of $16.8 million related to an intangible asset recognized for Bristow's PBH contracts in which maintenance is covered by the manufacturer in exchange for a fee per flight hour. The increase was offset by decrease of $8.0 million due to the re-valuation and write off of certain contract costs with the application of fresh-start accounting.

(i)
To reflect a net decrease of $45.8 million to Depreciation and Amortizationexpense due to the application of fresh-start accounting. The revised fair values of Bristow's aircraft and equipment resulted in a decrease to depreciation expense of $52.4 million for the pro forma twelve-month period ended December 31, 2019. This decrease was offset by an increase in amortization expense related to a customer relationship intangible asset recognized upon emergence from bankruptcy of $6.6 million.

(j)
Upon emergence from bankruptcy, Bristow’s reinstated debt agreements were fair valued with the application of fresh-start accounting. The pro forma adjustment reflects the amortization of the discount recognized when recording the debt at fair value. The amortization of this discount utilizing the effective interest method resulted in an increase to interest expense of $11.5 million for the pro forma twelve-months ended December 31, 2019.

(k)
To reflect the fresh-start accounting adjustment for the write off of certain contract amounts related to contracts with affiliates. The pro forma adjustment reduces revenue for the pro forma twelve-month period by $2.4 million.

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ERA DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Era directors, executive officers, executive compensation and corporate governance disclosure set forth in Era’s annual report on form 10-K for the year ended December 31, 2019, is filed with the SEC and incorporated by reference into this joint proxy and consent solicitation statement/prospectus.

ERA SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information with respect to the beneficial ownership of Era Common Stock as of March 2, 2020 by:

• each person who has been a director of Era at any time since January 1, 2019;

• each person who has been a named executive officer of Era at any time since January 1, 2019; and

• all of Era’s current directors and executive officers as a group.

As of March 2, 2020, there were 21,310,613 shares of Era Common Stock outstanding. The amounts and percentages of Era Common Stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Except as otherwise noted in the footnotes below, each person or entity identified in the table has sole voting and investment power with respect to the securities they hold.

Name	Beneficial Ownership	Percentage of Class
Directors and Named Executive Officers:
Charles Fabrikant(1)	670,223	3.12%
Christopher S. Bradshaw(2)	541,877	2.52%
Stuart Stavley(3)	163,036	*
Steven Webster(4)	99,638	*
Jennifer Whalen(5)	112,653	*
Paul White(6)	89,964	*
Crystal Gordon(7)	66,894	*
Grant Newman(8)	51,814	*
Ann Fairbanks(9)	37,156	*
Christopher Papouras(10)	35,517	*
Yueping Sun(11)	35,281	*
All current directors and executive officers as a group (11 individuals)(12)	1,904,053	8.86%

*
Individually less than 1.00%.

(1)
Includes: (i) 198,103 shares of Era Common Stock owned directly; (ii) 323,529 shares owned by Fabrikant International Corporation, of which Mr. Fabrikant is President, (iii) 60,000 shares held by the Charles Fabrikant 2012 GST Exempt Trust, of which Mrs. Fabrikant is a trustee, (iv) 37,821 shares held by the Charles Fabrikant 2009 Family Trust, of which Mr. Fabrikant is a trustee, (v) 12,000 shares owned by the Sara J. Fabrikant 2012 GST Exempt Trust, of which Mr. Fabrikant is a trustee, (vi) 800 shares owned by the Harlan Saroken 2009 Family Trust, of which Mrs. Fabrikant is a trustee, (vii) 800 shares owned by the Eric Fabrikant 2009 Family Trust, of which Mrs. Fabrikant is a trustee and (viii) 5,748 shares of restricted stock over which Mr. Fabrikant exercises sole voting power.

(2)
Includes 206,693 shares of restricted stock over which Mr. Bradshaw exercises sole voting power and options to purchase 100,000 shares of Era Common Stock that have vested.

(3)
Includes 54,179 shares of restricted stock over which Mr. Stavley exercises sole voting power and options to purchase 15,000 shares of Era Common Stock that have vested.

(4)
Includes 5,748 shares of restricted stock over which Mr. Webster exercises sole voting power and options to purchase 40,152 shares of Era Common Stock that have vested.

(5)
Includes 67,899 shares of restricted stock over which Ms. Whalen exercises sole voting power.

(6)
Includes 54,179 shares of restricted stock over which Mr. White exercises sole voting power and options to purchase 15,000 shares of Era Common Stock that have vested.

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(7)
Includes 61,567 shares of restricted stock over which Ms. Gordon exercises sole voting power.

(8)
Includes 42,659 shares of restricted stock over which Mr. Newman exercises sole voting power.

(9)
Includes 5,748 shares of restricted stock over which Ms. Fairbanks exercises sole voting power.

(10)
Includes 5,748 shares of restricted stock over which Mr. Papouras exercises sole voting power.

(11)
Includes 5,748 shares of restricted stock over which Ms. Sun exercises sole voting power.

(12)
Includes Mmes. Fairbanks, Sun, Whalen and Gordon, and Messrs. Fabrikant, Bradshaw, Stavley, White, Papouras, Webster and Newman. The address for each such individual is c/o Era Group Inc., 945 Bunker Hill Rd., Suite 650, Houston, Texas 77024.

ERA CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Era Certain Relationships and Related Transactions set forth in Era’s Annual Report on Form 10-K for the year ended December 31, 2019, is filed with the SEC and incorporated by reference into this joint proxy and consent solicitation statement/prospectus

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE COMBINED COMPANY

As of the date of this joint proxy and consent solicitation statement/prospectus, the only decision made with respect to named executive officers of the Combined Company is that Christopher S. Bradshaw, the President and Chief Executive Officer of Era will serve as President and Chief Executive Officer of the Combined Company.

The following directors of Era are expected to be directors of the Combined Company: Christopher S. Bradshaw and Charles Fabrikant. The information with respect to Messrs. Bradshaw and Fabrikant is set forth in Era’s Annual Report on Form 10-K for the year ended December 31, 2019, is filed with the SEC and incorporated by reference into this joint proxy and consent solicitation statement/prospectus.

The following directors of Bristow are expected to be directors of the Combined Company: G. Mark Mickelson, Hooman Yazhari, Lorin L. Brass, Wesley E. Kern, Robert J. Manzo and Brian D. Truelove. Promptly after the Closing Date, subject to SEC and applicable stock exchange rules, the directors of the Combined Company expect to appoint one additional director pursuant to the Merger Agreement.

COMPENSATION OF THE COMBINED COMPANY DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this joint proxy and consent solicitation statement/prospectus, the only decision that has been made with respect to executive officers of the Combined Company is that Christopher S. Bradshaw, the President and Chief Executive Officer of Era, will serve as President and Chief Executive Officer of the Combined Company. With respect to directors of the Combined Company, as of the date of this joint proxy and consent solicitation statement/prospectus, it is expected that the Combined Company's board of directors will intially be composed of eight directors, including Mr. Bradshaw and Charles Fabrikant, who are currently directors of Era. The executive compensation information with respect to Mr. Bradshaw and the director compensation information with respect to Mr. Fabrikant, in each case as set forth in Era's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC, is incorporated by reference into this joint proxy and consent solicitation statement/prospectus.

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INFORMATION ABOUT THE COMPANIES

Era

Era is a Delaware corporation headquartered in Houston, Texas. It one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., which is its primary area of operations. Its helicopters are primarily used to transport personnel to, from and between offshore oil and gas production platforms, drilling rigs and other installations. In addition to serving the oil and gas industry, it provides emergency response services and utility services, among other activities. It also provides helicopters and related services to third-party helicopter operators. It currently has customers in the U.S., Brazil, Chile, Colombia, India, Mexico, Spain and Suriname. Era Common Stock currently trades on the NYSE under the ticker symbol “ERA”. Era’s executive offices are located at 945 Bunker Hill Rd., Suite 650, Houston, Texas 77024, and its telephone number is (713) 369-4700.

For more information about Era, see the Era Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated herein by reference.

Recent Developments

As described elsewhere in this joint proxy and consent solicitation statement/prospectus, the COVID-19 pandemic has resulted in a global crisis with the majority of countries closing off international travel and instituting other measures such as reducing or eliminating public gatherings by placing limits on such events, shuttering non-essential stores and services, voluntary and involuntary quarantines among other such measures in an effort to try and reduce the spread of COVID-19. The long-term impact of COVID-19 on the global economy is not yet known, but it is likely to have a significant influence in economic activity in the near-term. In particular, the impact of the COVID-19 pandemic, along with the impact of the collapse of OPEC+ negotiations resulting from the failure of Russia and Saudi Arabia to agree on terms to maintain oil production limits, has caused a drastic decrease in the price of oil. See “Risk Factors—Risks Related to Era and Bristow—The coronavirus (COVID-19) pandemic and supply decisions by Saudi Arabia and Russia have resulted in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for Era’s and Bristow’s services.”

Era does not yet know what impact, if any, that COVID-19 will have on its business. However, Era is taking precautions as an organization to protect its employees, customers and communities during this time. Era has undertaken a number of proactive measures to reduce the spread of the virus and maintain the safety and health of Era’s workforce, including, among other things, permitting employees that are able to work from home to do so, and implementing comprehensive screening at operational bases throughout the organization. Under guidance issued by the U.S. Cybersecurity and Infrastructure Security Agency, Era’s employees are deemed “essential,” thereby permitting certain parts of the organization to continue operating notwithstanding guidance or orders issued by state and local governments requiring businesses to close and persons to shelter in place and avoid unnecessary travel. The effects of Era’s work-from-home policies may negatively impact productivity and disrupt Era’s business, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course.

At this time, Era cannot estimate the potential impact that the COVID-19 pandemic, the recent decrease in demand for and price of oil or the effect of work-from-home policies and other disruptions to Era’s business will have on its financial condition or results of operations, but the effects could be significant.

On April 22, 2020, Era entered into the First Amendment to the Agreement and Plan of Merger with Bristow and Merger Sub.

Merger Sub

Merger Sub, a wholly owned subsidiary of Era, is a Delaware corporation incorporated on January 22, 2020 for the purpose of effecting the Merger. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. Merger Sub’s headquarters are located at 945 Bunker Hill Rd., Suite 650, Houston, Texas 77024. The telephone number at that location is 713-369-4700.

Bristow

Bristow is the leading global industrial aviation services provider based on the number of aircraft operated. It has a long history in industrial aviation services through Bristow Helicopters Ltd. (“Bristow Helicopters”) and Offshore Logistics, Inc., which were founded in 1955 and 1969, respectively. It has major transportation

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operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore energy producing regions of the world, including Australia, Brazil, Canada, Guyana and Trinidad. It provides commercial search and rescue (“SAR”) services in Canada, Guyana, Norway, Trinidad and the United States. It provides public sector SAR services in the U.K. on behalf of the Maritime & Coastguard Agency (“MCA”). It also provides regional fixed wing scheduled and charter services in Nigeria through its consolidated affiliate Bristow Helicopters (Nigeria) Ltd. and Australia through its consolidated affiliate, Capiteq Limited, operating under the name of Airnorth. These operations support its primary industrial aviation services operations in those markets, creating a more integrated logistics solution for its customers.

Bristow’s executive offices are located at 3151 Briarpark Dr., Suite 700, Houston, Texas 77042, and its telephone number is (713) 267-7600.

Bristow Business

On May 11, 2019 (the “Petition Date”), Bristow Group Inc. and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases are jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. On August 1, 2019, the Debtors filed with the Bankruptcy Court the Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates and the Disclosure Statement related thereto. On August 20, 2019, the Debtors filed with the Bankruptcy Court the Amended Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and its Debtor Affiliates (as further modified on August 22, 2019 and September 30, 2019, the “Amended Plan”) and the Disclosure Statement related thereto (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On August 26, 2019, the Bankruptcy Court entered an order conditionally approving the Amended Disclosure Statement and approving the Debtors’ commencement of solicitation of votes on the Amended Plan. On September 16, 2019, the Debtors filed with the Bankruptcy Court a supplement to the Amended Plan, which included various documentation related to the Amended Plan, including, among other things, a form of warrant agreement, a form of registration rights agreement, a form of stockholders agreement and forms of organizational documents for the reorganized Company. On October 8, 2019, the Bankruptcy Court entered an order approving the Amended Disclosure Statement and confirming the Amended Plan. On October 31, 2019 (the “Effective Date”), the Amended Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases.

During the nine months ended December 31, 2019, Bristow generated approximately 73% of its consolidated operating revenue from external customers from oil and gas operations, approximately 18% from U.K. SAR operations and approximately 9% from fixed wing services, including charter and scheduled airline services that support its helicopter operations.

Bristow conducts its business in one segment: industrial aviation services. The industrial aviation services segment operations are conducted primarily through two hubs that include four regions:

• Europe Caspian,

• Africa,

• Americas, and

• Asia Pacific.

Bristow primarily provides industrial aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow’s customers charter its helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, Bristow’s customers also charter its helicopters to transport time-sensitive equipment to these offshore locations. These customers’ operating expenditures in the production sector are the principal source of Bristow’s revenue, while their exploration and development capital expenditures provide a lesser portion of its revenue. The customers for SAR services include both the oil and gas industry, where Bristow’s revenue is primarily dependent on its customers’ operating expenditures, and governmental agencies, where Bristow’s revenue is dependent on a country’s desire to privatize SAR and enter into long-term contracts.

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Helicopters are generally classified as small (four to eight passenger capacity), medium (12 to 16 passenger capacity) and large (16 to 25 passenger capacity), each of which serves a different transportation need of the offshore energy industry. Medium and large helicopters, which can fly in a wider variety of operating conditions, over longer distances, at higher speeds and carry larger payloads than small helicopters, are most commonly used for crew changes on large offshore production facilities and drilling rigs. With these enhanced capabilities, medium and large helicopters have historically been preferred in international markets, where the offshore facilities tend to be larger, the drilling locations tend to be more remote, located in harsh environments and the onshore infrastructure tends to be more limited. Additionally, local governmental regulations in certain international markets require Bristow to operate twin-engine medium and large aircraft in those markets. Global demand for medium and large helicopters is driven by drilling, development and production activity levels in deepwater locations throughout the world, as the medium and large aircraft are able to travel to these deepwater locations. Small helicopters are generally used for shorter routes and to reach production facilities that cannot accommodate medium and large helicopters. Bristow’s small helicopters operate primarily over the shallow waters offshore in the U.S. Gulf of Mexico. Bristow is able to deploy its aircraft to the regions with the greatest demand, subject to the satisfaction of local governmental regulations. SAR operations utilize medium and large aircraft that are specially configured to conduct these types of operations in environments around the world. The commercial aircraft in Bristow’s consolidated fleet are its primary source of revenue. To normalize the consolidated operating revenue of Bristow’s commercial helicopter fleet for the different revenue productivity and cost, Bristow developed a common weighted factor that combines large, medium and small commercial helicopters into a combined standardized number of revenue producing commercial aircraft assets. Bristow calls this measure Large AirCraft Equivalent (“LACE”). Bristow’s commercial large, medium and small helicopters, including owned and leased helicopters, are weighted as 100%, 50%, and 25%, respectively, to arrive at a single LACE number, which excludes fixed wing aircraft, unconsolidated affiliate aircraft, aircraft held for sale and aircraft construction in process. Bristow divides its operating revenue from commercial contracts relating to LACE aircraft, which excludes operating revenue from affiliates and reimbursable revenue, by LACE to develop a LACE rate, which is a standardized rate.

The SAR market is continuing to evolve and Bristow believes further outsourcing of public SAR services to the private sector will continue in the future, although the timing of these opportunities is uncertain. The customers for Bristow’s SAR services include both the oil and gas industry and governmental agencies. Bristow is pursuing other public and oil and gas SAR opportunities for multiple aircraft in various jurisdictions around the globe and other non-SAR government aircraft logistics opportunities.

Bristow’s business has traditionally been significantly dependent upon the level of offshore oil and gas exploration, development and production activity. Bristow has diversified with investments into other new business growth areas within industrial aviation services to lessen the cyclical effects of a downturn in any one industry or economy. There are also additional markets for industrial aviation services beyond the offshore energy industry and SAR, including air medical, agricultural support, corporate transportation, firefighting, military, police, tourism and traffic monitoring. The existence of these alternative markets has historically enabled Bristow to better manage its helicopter fleet by providing potential purchasers for older aircraft and for Bristow’s excess aircraft during times of reduced demand in the offshore energy industry.

Additionally, Bristow has fixed wing operations in Nigeria and Australia that create a more integrated logistics solution for its customers and further diversify its business.

Most countries in which Bristow operates limit foreign ownership of aviation companies. To comply with these regulations and at the same time expand internationally, Bristow has formed or acquired interests in a number of foreign aviation operators. These investments typically combine a local ownership interest with Bristow’s experience in providing industrial aviation services to the offshore energy industry. These arrangements have allowed Bristow to expand operations while diversifying the risks and reducing the capital outlays associated with independent expansion. Bristow leases some of its aircraft to unconsolidated affiliates, which in turn provide industrial aviation services to customers locally.

Bristow regularly engages in discussions with potential sellers and strategic partners regarding the possible purchase of assets, pursuit of joint ventures or other expansion opportunities that increase its position in existing markets or facilitate expansion into new markets. Bristow may also divest portions of its business or assets to narrow its service offering and reduce its operational footprint to decrease leverage and improve return on capital. These potential expansion opportunities and divestitures may consist of both smaller transactions as well

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as larger transactions that could have a material impact on Bristow’s financial position, cash flow and results of operations. Bristow cannot predict the likelihood of completing, or the timing of, any such transactions. On January 23, 2020, Bristow entered into an Agreement and Plan of Merger with Era and Merger Sub, pursuant to which Merger Sub will merge with and into Bristow, with Bristow continuing as the surviving corporation and direct wholly owned subsidiary of Era. Following the Merger, Era intends to change its name to Bristow Group Inc., and its common stock will remain listed on the New York Stock Exchange. For further details, see Note 4 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The oil and gas business environment has experienced significant volatility since fiscal year 2015. Brent crude oil prices declined from approximately $106 per barrel as of July 1, 2014 to a low of approximately $26 per barrel in February 2016. Brent crude oil prices were approximately $61 per barrel as of December 31, 2019. The decrease in oil prices beginning in fiscal year 2015 was driven by increased global supply primarily from unconventional oil resources in the U.S. Permian Basin and forecasts of reduced demand for crude oil resulting from weaker global economic growth in many regions of the world. The oil price decline negatively impacted the cash flow of Bristow’s customers and resulted in their implementation of measures to reduce operational and capital costs, negatively impacting helicopter activity beginning in fiscal year 2015. These cost reductions have continued into fiscal year 2020 and have impacted both the offshore production and the offshore exploration activity of Bristow’s customers resulting in a change in the industry with continued focus on supply chain efficiencies without a similar offsetting decease to Bristow’s maintenance costs. The largest share of Bristow’s revenue relates to oil and gas production; however, Bristow’s largest contract, the contract with the U.K. Department for Transport (the “DfT”) to provide public sector SAR services for all of the U.K. (the “U.K. SAR contract”), is not directly impacted by declining oil prices. The significant and sustained drop in the price of crude oil during this period resulted in the rescaling, delay or cancellation of planned offshore projects and negatively impacted Bristow’s operations and could continue to negatively impact Bristow’s operations in future periods.

To further reduce costs and make offshore drilling more economical, the industry is implementing technology-driven solutions that could result in increased transportation needs initially but could result in decreased activity once complete. Recently, Bristow has seen growth opportunities in market share gains rather than increased activity. Bristow’s oil and gas markets remain competitive as material cost reductions and technological improvements have taken place in the offshore supply chain. The continued volatility of oil prices and improvements in operational efficiency by our customers, combined with the excess supply of aircraft could continue to impact the price and demand for helicopters and may continue to have a material impact on Bristow’s financial position, cash flow and results of operations.

On March 20, 2020, Brent crude oil prices closed at a low of $19. The decline accelerated the first week of March 2020 from the high $40’s per barrel as a result of an increase in low-priced oil from Saudi Arabia supplied into the market coupled with Russia’s position to abstain from participating in the supply reduction agreement with the Organization of the Petroleum Countries and the expected reduction in demand for oil due to COVID-19, as defined below. As of April 20, 2020, the NYMEX WTI oil futures price for May 2020 was -$37.63 per barrel. It is not known at this time how long this decrease in pricing will continue nor the impact to our customers and their demand for Bristow’s services.

Per the World Health Organization (“WHO”), coronaviruses are a large family of viruses which may cause illness in animals or humans. In humans, several coronaviruses are known to cause respiratory infections ranging from the common cold to more severe diseases such as Middle East Respiratory Syndrome (MERS) and Severe Acute Respiratory Syndrome (SARS). The most recently discovered coronavirus causes coronavirus disease COVID-19. This new virus and disease were unknown before the outbreak began in Wuhan, China, in December 2019. COVID-19 was designated a pandemic by the WHO on March 11, 2020.

COVID-19 has resulted in a global crisis with the majority of countries closing off international travel and instituting other measures such as reducing or eliminating public gatherings by placing limits on such events, shuttering non-essential stores and services, voluntary and involuntary quarantines among other such measures in an effort to try and reduce the spread of COVID-19. The long-term impact of COVID-19 on the global economy is not yet known, but it has had and is likely to have a significant influence in economic activity in the

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near-term. Financial markets have experienced a significant decline as a result of COVID-19. For example, the Dow Jones Industrial Average closed at 28,538 on December 31, 2019, reached an all-time high close of 29,551 on February 12, 2020, and closed at 18,592 on March 23, 2020.

Bristow does not yet know what impact, if any, that COVID-19 will have on its business. Bristow is, however, taking the necessary precautions as an organization to help protect its employees, customers and other key stakeholders, based upon relevant guidance from public health authorities. Following guidance from local public health authorities such as the U.S. Center for Disease Control and the World Health Organization, Bristow has taken various steps, to help reduce the spread of the virus and maintain the health and safety of Bristow's workforce, including but not limited to, implementing work-from-home arrangements for those able to do so, creating accommodations for social distancing, restricting access to sites, and implementing other measures to help maintain the safety of its workforce. The effects of these policies may negatively impact productivity and the magnitude of any effect will depend, in part, on the length and severity of the restrictions and other limitations on Bristow's ability to conduct our business in the ordinary course.

In addition, Bristow has implemented several measures at its bases, in conjunction with its customers and based upon guidance from local public health authorities, to help protect employees and customers, including, but not limited to, measures to restrict access to its sites, medical screenings/questionnaires prior to all flights, enhanced sanitization of aircraft and equipment, modification of aircraft and special protocols on travel and passenger transport, and is also monitoring developments to modify its actions as appropriate. Many of Bristow's employees are deemed “essential” in the regions in which they operate and are therefore allowed to continue conducting business notwithstanding guidance or orders of general applicability issued by governments requiring businesses to close, persons to shelter in place, borders to close and other actions of that nature. In addition, the Company has developed and is offering its customers COVID-19 medevac transport in certain regions of its business. Bristow cannot estimate the impact such measures and the reduced demand for oil & gas will have on its financial results at this time, however, the effects could be significant.

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As of December 31, 2019, the aircraft in Bristow’s fleet are as follows:

	Number of Aircraft
	Consolidated Affiliates			Unconsolidated Affiliates(2)
	Operating Aircraft
Type	Owned Aircraft	Leased Aircraft(1)	Aircraft Held For Sale	In Fleet	Maximum Passenger Capacity
Large Helicopters:
AW189	2	1	—	—	16
AW189 U.K. SAR	11	—	—	—	16
H225	2	—	14	—	19
Sikorsky S-92A	31	31	—	11	19
Sikorsky S-92A U.K. SAR(3)	3	10	—	—	19
	49	42	14	11
Medium Helicopters:
AW139	17	8	—	6	12
Bell 212	—	—	—	12	12
Bell 412	—	—	3	12	13
Sikorsky S-76 C++	35	—	—	18	12
Sikorsky S-76D	10	—	—	—	12
	62	8	3	48
Small Helicopters:
AS350BB	—	—	—	2	4
AW109	—	—	—	2	4
AW119	—	—	—	1	7
Bell 206B	—	—	—	2	4
Bell 206L Series	—	—	—	5	6
Bell 407	19	—	—	—	6
H135	—	—	—	5	6
	19	—	—	17
Fixed wing(4)	11	5	—	27
Total	141	55	17	103

(1)
For additional information regarding leases, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Future Cash Requirements — Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

(2)
Includes 39 helicopters (primarily medium) and 19 fixed wing aircraft owned and managed by Líder Táxi Aéreo S.A. (“Líder”), our unconsolidated affiliate in Brazil, 36 helicopters and eight fixed wing aircraft owned by Petroleum Air Services (“PAS”), our unconsolidated affiliated in Egypt, and one helicopter operated by Cougar Helicopters Inc. (“Cougar”), our unconsolidated affiliate in Canada.

(3)
Three of the leased U.K. SAR configured aircraft are in the process of being returned to the lessor.

(4)
Bristow Helicopters Australia Pty Ltd. (“Bristow Helicopters Australia”) owns a 100% interest in Airnorth. Airnorth operates a total of 13 fixed wing aircraft, which are included in the Asia Pacific region.

As of December 31, 2019, Bristow did not have any aircraft on order for future delivery. As part of the Chapter 11 process from which Bristow emerged on October 31, 2019, Bristow cancelled a contract to purchase 22 H175 aircraft from Airbus.

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The following table presents the distribution of Bristow’s operating revenue for the nine months ended December 31, 2019 and aircraft as of December 31, 2019 among its regions:

	Operating Revenue for the Nine Months Ended December 31, 2019	Aircraft in Consolidated Fleet
		Helicopters
		Small	Medium	Large	Fixed Wing	Total(1)	Unconsolidated Affiliates	Total
Europe Caspian	57%	—	12	77	—	89	—	89
Africa	15%	—	25	7	3	35	44	79
Americas	19%	19	34	16	—	69	59	128
Asia Pacific	9%	—	2	5	13	20	—	20
Total	100%	19	73	105	16	213	103	316

(1)
Includes 17 held for sale and 55 leased aircraft as follows:

	Held for Sale Aircraft in Consolidated Fleet
	Helicopters
	Small	Medium	Large	Fixed Wing	Total
Europe Caspian	—	—	9	—	9
Africa	—	2	—	—	2
Americas	—	1	—	—	1
Asia Pacific	—	—	5	—	5
Total	—	3	14	—	17

	Leased Aircraft in Consolidated Fleet
	Helicopters
	Small	Medium	Large	Fixed Wing	Total
Europe Caspian	—	1	33	—	34
Africa	—	1	3	2	6
Americas	—	4	6	—	10
Asia Pacific	—	2	—	3	5
Total	—	8	42	5	55

Bristow’s current number of LACE is 131 and our historical LACE and LACE rate is as follows:

	Nine Months Ended December 31, 2019(1)	Fiscal Year Ended March 31,
		2019	2018	2017	2016	2015
LACE	131	160	172	174	162	166
LACE Rate (in millions)	$8.55	$6.94	$6.74	$6.55	$8.60	$9.26

(1)
LACE rate is annualized.

The following table presents the distribution of LACE helicopters owned and leased, and the percentage of LACE leased as of December 31, 2019. The percentage of LACE leased is calculated by taking the total LACE for leased commercial helicopters divided by the total LACE for all commercial helicopters Bristow operates, including both owned and leased.

	LACE
	Owned Aircraft	Leased Aircraft	Percentage of LACE leased
Europe Caspian	41	34	45%
Africa	15	4	19%
Americas	29	8	21%
Asia Pacific	—	1	100%
Total	85	46	35%

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Region Operations

Europe Caspian

Based on the number of aircraft operating, Bristow is one of the largest providers of industrial aviation services in the North Sea, where there are harsh weather conditions and geographically concentrated offshore facilities. As of December 31, 2019, Bristow operated its oil and gas operations in its Europe Caspian region from four bases in the U.K. and four bases in Norway. Offshore customer facilities in the Northern North Sea and Norwegian North Sea are large and require frequent crew change flight services. In the Southern North Sea, the offshore customer facilities are generally smaller with some unmanned platforms requiring shuttle operations to up-man in the morning and down-man in the evening. Bristow deploys the majority of the large aircraft in its consolidated fleet in the North Sea, where its customers are primarily major integrated and independent offshore energy companies. Bristow’s North Sea operations are subject to seasonality as drilling activity is lower during the winter months due to harsh weather and shorter days.

Bristow provides commercial SAR services for a number of oil and gas companies operating in the Norwegian North Sea.

Bristow has the U.K. SAR contract with the DfT to provide public sector SAR services for all of the U.K. on behalf of the MCA. The U.K. SAR contract had a phased-in transition period that began in April 2015 and continued to July 2017, with a contract length of approximately ten years. As of December 31, 2019, Bristow is servicing the U.K. SAR contract utilizing the following U.K. SAR configured aircraft: 10 S-92s (seven of which are leased) and 11 AW189s (all owned).

Bristow has a controlling ownership stake in the Humberside Airport in Kirmington, United Kingdom (the “Humberside Airport”). There are approximately 140 employees at the Humberside Airport. Bristow also conducts certain of its SAR operations from a base location at the Humberside Airport.

Additionally, Bristow’s Europe Caspian region includes operations in Turkmenistan. Bristow operates one medium aircraft through its 51% interest in Turkmenistan Helicopters Limited, a Turkmenistan corporation that provides industrial aviation services to an international offshore energy company from a single location.

Africa

As of December 31, 2019, most of the aircraft in Bristow’s Africa region operate in Nigeria, where Bristow is the largest provider of industrial aviation services to the offshore energy industry. Bristow has historically deployed a combination of small, medium and large aircraft in Nigeria and service a client base comprised primarily of major integrated offshore energy companies. There are currently no small aircraft operating in the Africa region, reflecting the shift to support of deepwater exploration and production. Bristow has three operational bases located as follows: Lagos, Eket and Port Harcourt. The marketplace for Bristow’s services had historically been concentrated predominantly in the oil rich swamp and shallow waters of the Niger Delta area; however, more recently Bristow has been undertaking work further offshore in support of deepwater exploration. Operations in Nigeria are subject to seasonality as the Harmattan, a dry and dusty trade wind, blows between the end of December and the middle of February. At times when the heavy amount of dust in the air severely limits visibility, Bristow’s aircraft are unable to operate.

In October 2015, Bristow began providing fixed wing services in the Africa region to provide end-to-end transportation services for principally oil and gas industry customers and currently operates two fixed wing aircraft in support of this service.

Bristow owns a 25% interest in PAS, an Egyptian corporation which provides helicopter and fixed wing transportation to the offshore energy industry. Additionally, spare fixed wing capacity is chartered to tourism operators. PAS operates 36 helicopters and eight fixed wing aircraft from multiple locations. The remaining 75% interest in PAS is owned by the Egyptian General Petroleum Corporation.

Americas

As of December 31, 2019, Bristow operated from three operating facilities in the U.S. Gulf of Mexico. Bristow is one of the largest suppliers of industrial aviation services in the U.S. Gulf of Mexico. Bristow’s customers in this region are primarily independent and major integrated offshore energy companies. The U.S. Gulf of Mexico is a major offshore energy producing market. The shallow water platforms are typically unmanned and serviced

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by small aircraft. The deepwater platforms are serviced by medium and large aircraft. Among Bristow’s strengths in this region, in addition to its operating facilities, are its advanced flight-following systems and widespread and strategically located offshore fuel stations. Operations in the U.S. Gulf of Mexico are subject to seasonality as the months of December through March typically have more days of harsh weather conditions than the other months of the year. Additionally, during the months of June through November, tropical storms and hurricanes may reduce activity as Bristow is unable to operate in the area of the storm.

Bristow operates a SAR base at the South Lafourche Airport in Galliano, Louisiana. From this base, Bristow has one medium and one large aircraft that provide SAR and/or medical evacuation services to oil and gas customers.

Additionally, Bristow operates five medium and one large aircraft in Trinidad from a base located at Trinidad’s Piarco International Airport and five medium and one large aircraft in Guyana from a base located at Ogle International Airport. Bristow’s customers in Trinidad and Guyana are primarily engaged in offshore energy activities. Bristow also provides rescue and recovery services for its customers in Trinidad and Guyana.

Bristow owns a 40% economic interest in Cougar, the largest offshore energy and SAR helicopter service provider in Atlantic Canada. Cougar has approximately 275 employees and its operations are primarily focused on serving the offshore oil and gas industry off Canada’s Atlantic coast. Bristow leased eight large helicopters and four shore-based facilities to Cougar as of December 31, 2019, including state-of-the-art helicopter passenger, maintenance and SAR facilities located in Newfoundland and Labrador.

Bristow also owns a 41.9% economic interest in Líder, a provider of helicopter and corporate aviation services in Brazil. Líder has approximately 1,020 employees and operates through five primary operating units: helicopter service, maintenance, chartering, ground handling and aircraft sales, and provides commercial SAR and medical evacuation services to the oil and gas industry. Líder’s fleet includes 39 rotor wing and 19 fixed wing aircraft (including owned and managed aircraft). Líder also has a vast network of bases located strategically in Brazil, including locations in Macae, Rio de Janiero and Vitória, and is headquartered in Belo Horizonte, Brazil.

Asia Pacific

As of December 31, 2019, Bristow operated in Australia from one base located in Victoria near Bass Straits. Bristow has additional base locations in the vicinity of the major offshore energy exploration and production fields in the North West Shelf, Browse and Carnarvon basins of Western Australia. Bristow’s customers in Australia are primarily major integrated offshore energy companies. Additionally, Bristow provides engineering support to the Republic of Singapore Air Force’s fleet of helicopters at their base in Oakey, Queensland. Operations in the Asia Pacific region during the months of November through April may be impacted by cyclones that may reduce activity as Bristow is unable to operate in the area of the storm.

Bristow Helicopters Australia owns a 100% interest in Airnorth, a regional fixed wing operator based in Darwin, North Territory, Australia. Airnorth has approximately 250 employees and its operations focus on providing both charter and scheduled services targeting the energy and mining industries in Northern and Western Australia as well as international services to Dili, Timor-Leste. Airnorth operates 13 fixed wing aircraft. This investment allows Bristow to provide point to point transportation services for existing Australian based passengers, expand industrial aviation services in certain areas in Southeast Asian markets and create a more integrated logistics solution for global customers operating in this region.

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Customers and Contracts

Bristow’s principal customers are major integrated, national and independent offshore energy companies and the DfT. The following table presents Bristow’s top ten customers for the nine months ended December 31, 2019 and their percentage contribution to Bristow’s consolidated gross revenue during fiscal years 2019, 2018 and 2017 and includes any customers accounting for 10% or more of Bristow’s consolidated gross revenue during such fiscal years.

	Nine Months Ended December 31, 2019	Fiscal Year Ended March 31,
Client Name		2019	2018	2017
U.K. Department for Transport	17.3%	16.5%	15.6%	13.7%
Equinor	9.3%	8.7%	7.7%	5.3%
Exxon Mobil	7.5%	5.2%	4.3%	4.2%
ConocoPhillips	7.2%	6.9%	6.4%	7.3%
BP	5.4%	3.3%	4.5%	8.2%
Cougar(1)	3.7%	3.2%	3.5%	3.6%
IAC(2)	3.6%	4.7%	4.9%	4.6%
Aker BP ASA	3.4%	2.9%	2.5%	—%
Perenco	2.6%	1.8%	1.6%	1.3%
ENI	2.5%	2.8%	3.2%	3.0%
	62.5%	56.0%	54.2%	51.2%

(1)
As discussed above, Bristow owns a 40% economic interest in Cougar.

(2)
IAC is the Integrated Aviation Consortium in the U.K. North Sea currently with active operations with three major oil companies: CNR International, EnQuest and TAQA.

Bristow’s helicopter contracts are generally based on a two-tier rate structure consisting of a daily or monthly fixed fee plus additional fees for each hour flown. Bristow also provides services to customers on an “ad hoc” basis, which usually entails a shorter notice period and shorter contract duration. Bristow’s charges for ad hoc services are generally based on an hourly rate, or a daily or monthly fixed fee plus additional fees for each hour flown.

Generally, Bristow’s oil and gas helicopter contracts are cancelable by the client with a notice period ranging from 30 to 180 days and in some cases up to one year. In the Americas region, Bristow generally enters into short-term contracts for twelve months or less. Outside of the Americas, contract terms are typically between two and five years. These long-term contracts may also include escalation provisions allowing annual rate increases, which may be based on a fixed dollar or percentage increase, an increase in an agreed index or Bristow’s actual substantiated increased costs, which Bristow negotiates to pass along to customers. Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursed cost recorded as reimbursable expense in Bristow’s consolidated statements of operations.

Generally, SAR services contracts include a monthly standing charge, which average approximately 85% of the total contract revenue, and a monthly variable charge that covers flying, fuel and ancillary items, which average approximately 15% of the total contract revenue.

Bristow’s fixed wing services are generally provided through scheduled charter service or regular public transport service. For scheduled charter service, Bristow’s contracts typically include variable rates based on the number of passengers, flights or flight hours. These agreements may also include a monthly standing charge; however, this is much less common as compared to helicopter contracts. Bristow also provides charter services to customers on an “ad hoc” basis, which usually entails a shorter notice period and shorter contract duration. Regular public transport service is provided through established daily or weekly flight schedules and is based upon individual ticket sales to customers.

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Competition

The helicopter and fixed wing businesses are highly competitive throughout the world. Bristow competes directly against multiple providers in almost all of its operating regions. Bristow has several significant competitors in the North Sea, Nigeria, the U.S. Gulf of Mexico and Australia, and a number of smaller local competitors in other markets. Globally, Bristow has seen a recent increase in competitive pressure and new regulation that could impact Bristow’s ability to win future work. Competition has intensified, and new competitors could enter Bristow’s industry if they are willing to make a significant capital investment, have access to working capital, onshore and offshore bases, personnel and operating experience. These requirements can be achieved with the appropriate level of client support and commitment. In addition, while not the predominant practice, certain of Bristow’s customers and potential customers in the offshore energy industry perform their own industrial aviation services.

In most situations, customers charter aircraft on the basis of competitive bidding. On limited occasions, Bristow’s customers renew or extend existing contracts without employing a competitive bid process. Contracts are generally awarded based on a number of factors, including price, quality of service, operational experience, record of safety, quality and type of equipment, client relationship and professional reputation. Incumbent operators typically have a competitive advantage in the bidding process based on their relationship with the client, knowledge of the site characteristics and existing facilities to support the operations.

Code of Business Integrity

Bristow has adopted a Code of Business Integrity (the “Code”) that applies to Bristow and all of its subsidiaries, affiliates and controlled joint ventures, including all directors, officers (including Bristow’s principal executive officer, principal financial officer and principal accounting officer) and employees thereof. The Code covers topics including, but not limited to, anti-corruption, conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, confidentiality, compliance procedures and employee complaint procedures. The Code is posted on Bristow’s website, http://www.bristowgroup.com, under the “About Us” and “Vision, Mission, Values” caption.

Safety, Industry Hazards and Insurance

Hazards such as severe weather and mechanical failures are inherent in the transportation industry and may result in the loss of equipment and revenue. It is possible that personal injuries and fatalities may occur. Bristow believe its air accident rate per 100,000 flight hours, which has historically been lower than the reported global offshore energy production helicopter average data, indicates that it has consistently performed better than the industry average with respect to safety. During the nine months ended December 31, 2019, Bristow had no accidents that resulted in fatalities. During fiscal year 2019, Bristow had one accident in the Gulf of Mexico that resulted in the fatalities of a passenger and crew member. During the fiscal years 2018 and 2017, Bristow had no accidents that resulted in fatalities.

Bristow’s well-established global safety program called “Target Zero” focuses on improved safety performance. Bristow’s safety vision is to have zero accidents, zero harm to people, and zero harm to the environment. The key components to achieving this are to improve safety culture and individual behaviors, increase the level of safety reporting by the frontline employees, increase accountability for addressing identified hazards by the operational managers and provide for independent oversight of the operational safety programs.

Bristow maintains hull and liability insurance which generally insures against damage to its aircraft and the related liabilities which may be incurred as a result. Bristow also carries insurance for war risk, expropriation and confiscation of the aircraft Bristow uses in certain of its international operations. Further, Bristow carries various other liability and property insurance, including workers’ compensation, general liability, employers’ liability, auto liability, and property and casualty coverage. Bristow believes that its insurance program is adequate to cover any claims ultimately incurred related to property damage and liability events.

Employees

As of December 31, 2019, Bristow employed 2,944 employees. Many of Bristow’s employees are represented under collective bargaining agreements. Periodically, certain groups of Bristow’s employees who are not covered by a collective bargaining agreement consider entering into such an agreement. Bristow believes that its relations with its employees are generally satisfactory.

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The following table sets forth Bristow’s main employee groups and status of the collective bargaining agreements:

Employee Group	Representatives	Status of Agreement	Approximate Number of Employees Covered by Agreement as of December 31, 2019
U.K. Pilots U.K. Technical Crew	British Airline Pilots Association	Pilot agreement expires in March 2020. Technical crew agreement expired in April 2019.	375
U.K. Engineers and Staff	Unite	Agreement expires in March 2020.	550
Bristow Norway Pilots	Bristow Norway Flygerforening	Agreement expires in March 2020.	185
Bristow Norway Engineers	Bristow Norge Teknisk Forening	Agreement expires in September 2021.	135
Norway Administration, Rescumen and Traffic Operations	Bristow Norway Ledeme, Bristow Norway Redningsmenn and Bristow Norway Operations Parat	Agreements expire in September 2019, March 2021 and March 2020.	100
Nigeria Junior and Senior Staff	National Union of Air Transport Employees; Air Transport Services Senior Staff Association of Nigeria	Agreement expires in March 2021.	40
Nigeria Pilots and Engineers	Nigerian Association of Airline Pilots and Engineers	Agreement expires in July 2020.	140
Gulf of Mexico Pilots	Office and Professional Employees International Union (“OPEIU” Local 107)	Agreement does not expire and is amendable every March. Currently in negotiations.	150
Gulf of Mexico Mechanics	OPEIU Local 407	Amended agreement ratified in October 2019.	180
Trinidad Fitters and Handlers	Oilfield Workers’ Trade Union	Agreement expires in May 2022.	35
Airnorth Pilots	Australian Federation of Air Pilots	Agreement expired in June 2008. Currently being rolled over on an annual basis and in negotiations.	55
Airnorth Engineers	Australian Licensed Aircraft Engineers Association	Agreement expired in June 2016. Currently being rolled over on an annual basis and in negotiations.	40

Líder employs approximately 1,020 employees and Cougar employs approximately 275 employees.

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Governmental Regulation

United States

As a commercial operator of aircraft, Bristow’s U.S. operations are subject to regulations under the Federal Aviation Act of 1958, as amended (the “Federal Aviation Act”), and other laws. Bristow carries persons and property in its helicopters under an Air Taxi Certificate granted by the U.S. Federal Aviation Administration (the “FAA”). The FAA regulates Bristow’s U.S. flight operations and, in this respect, exercises jurisdiction over personnel, aircraft, ground facilities and certain technical aspects of Bristow’s operations. The National Transportation Safety Board is authorized to investigate aircraft accidents and to recommend improved safety standards. Bristow’s U.S. operations are also subject to the Federal Communications Act of 1934 because Bristow uses radio facilities in its operations.

Under the Federal Aviation Act, it is unlawful to operate certain aircraft for hire within the U.S. unless such aircraft are registered with the FAA and the FAA has issued an operating certificate to the operator. As a general rule, aircraft may be registered under the Federal Aviation Act only if the aircraft are owned or controlled by one or more citizens of the U.S. and an operating certificate may be granted only to a citizen of the U.S. For purposes of these requirements, a corporation is deemed to be a citizen of the U.S. only if at least 75% of its voting interests are owned or controlled by U.S. citizens, the president of Bristow is a U.S. citizen, two-thirds or more of the directors are U.S. citizens and Bristow is under the actual control of U.S. citizens. If persons other than U.S. citizens should come to own or control more than 25% of Bristow’s voting interest or if any of the other requirements are not met, Bristow has been advised that its aircraft may be subject to deregistration under the Federal Aviation Act, and Bristow may lose its ability to operate within the U.S. Deregistration of Bristow’s aircraft for any reason, including foreign ownership in excess of permitted levels, would have a material adverse effect on Bristow’s ability to conduct certain operations within its Americas region operations. Therefore, Bristow’s organizational documents currently provide for the automatic suspension of voting rights of shares of Bristow’s outstanding voting capital stock owned or controlled by non-U.S. citizens, to the extent necessary to comply with these requirements. Based on information available at the time Bristow emerged from the Chapter 11 Cases, Bristow believes that non-U.S. citizens owned less than 25% of Bristow’s outstanding common stock. Although there is limited trading in Bristow’s common stock, Bristow’s foreign ownership may nevertheless fluctuate on each trading day which may result in the suspension of voting rights of shares held by non-U.S. citizens in excess of the 25% threshold pursuant to Bristow’s organizational documents.

Bristow is subject to the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), which generally prohibits Bristow and its intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or keeping business.

Bristow is subject to regulations imposed by the U.S. Treasury Department’s Office of Foreign Assets Control and other U.S. laws and regulations that prohibit dealings with sanctioned countries and certain other third parties.

Bristow is also subject to the International Traffic in Arms Regulations (“ITAR”) that control the export and import of defense-related articles, services and technical data. ITAR dictates that information and material pertaining to defense and military related technologies may only be shared with U.S. persons or organizations unless authorization from the U.S. State Department is received or a special exemption is used. Bristow is also subject to the Export Administration Regulations (the “EAR”) that control the export of commercial and “dual use” goods. Persons or organizations subject to U.S. jurisdiction may incur heavy fines if they violate ITAR or the EAR.

United Kingdom

Bristow’s operations in the U.K. are subject to the Civil Aviation Act 1982 and other similar English and E.U. statutes and regulations. Bristow carries persons and property in its aircraft pursuant to an operating license issued by the Civil Aviation Authority (the “CAA”). The holder of an operating license must meet the ownership and control requirements of Regulation (EC) 1008/2008. To operate under this license, the company through which Bristow conducts operations in the U.K., Bristow Helicopters, must be owned directly or through majority ownership by E.U. nationals, and must at all times be effectively controlled by them. To comply with these restrictions, Bristow owns only 49% of the ordinary shares of Bristow Aviation, the entity that owns Bristow Helicopters. In addition, Bristow have a put/call agreement with the other stockholders of Bristow Aviation which grants Bristow the right to buy all of their Bristow Aviation ordinary shares (and grants them the right to require

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Bristow to buy all of their shares). Under English law, to maintain Bristow Helicopters’ operating license, Bristow would be required to find a qualified E.U. owner to acquire any of the Bristow Aviation shares that Bristow has the right or obligation to acquire under the put/call agreement. In addition to Bristow’s equity investment in Bristow Aviation, Bristow owns deferred stock, essentially a subordinated class of stock with no voting rights, and holds subordinated debt issued by Bristow Aviation. On March 14 and April 29, 2019, Bristow received notices from the other two stockholders of Bristow Aviation of their intent to exercise their right to require Bristow or a qualified E.U. investor to purchase their Bristow Aviation shares for £100,000 and £920,000, respectively, under Bristow’s put/call agreement with those stockholders. As a result, in September 2019 and October 2019, 5% and 46%, respectively, of such shares have been purchased by Impigra Aviation Holdings Limited (“Impigra”), a qualified E.U. investor. Impigra is a British company owned 100% by U.K. Bristow employees which now owns 51% of the ordinary shares of Bristow Aviation. Brexit is anticipated to require a qualified U.K. investor rather than a qualified E.U. investor. Impigra is expected to meet the requirements to satisfy a qualified U.K. investor requirement. For further details, see Note 6 in the “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus (under the caption “Bristow Aviation Holdings Limited”).

The CAA regulates Bristow’s U.K. flight operations and exercises jurisdiction over personnel, aircraft, ground facilities and certain technical aspects of those operations. The CAA often imposes improved safety standards. Under the Licensing of Air Carriers Regulations 1992, it is unlawful to operate certain aircraft for hire within the U.K. unless such aircraft are approved by the CAA. Changes in U.K. or E.U. statutes or regulations, administrative requirements or their interpretation may have a material adverse effect on Bristow’s business or financial condition or on its ability to continue operations in the U.K.

Also, Bristow is subject to the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), which creates criminal offenses for bribery and failing to prevent bribery. Bristow is also subject to new U.K. corporate criminal offenses for failure to prevent the facilitation of tax evasion pursuant to the Criminal Finances Act 2017, which imposes criminal liability on a company where it has failed to prevent the criminal facilitation of tax evasion by a person associated with Bristow.

Additionally, Bristow is obligated to comply with U.K. and E.U. Export Controls and Economic Sanctions. U.K. and E.U. regulations may prevent the export of certain controlled items to certain controlled persons or destinations. In some circumstances, export authorizations may be available in respect of such exports. A variety of penalties, both criminal and civil, may be imposed for breaches of these regulations.

Nigeria

Bristow’s operations in Nigeria are subject to the Nigerian Content Development Act of 2010, which requires that oil and gas contracts be awarded to a company that is seen or perceived to have more “local content” than a “Foreign” competitor. Additionally, the Nigerian Content Development Act allows the monitoring board to penalize companies that do not meet these local content requirements up to 5% of the value of the contract.

Other

Bristow’s operations in other markets are subject to local governmental regulations that may limit foreign ownership of aviation companies. Because of these local regulations, Bristow conducts some of its operations through entities in which citizens of such countries own a majority interest and Bristow holds a noncontrolling interest, or under contracts which provide that Bristow operate assets for the local companies and conduct their flight operations. Such contracts are used for Bristow’s operations in Russia and Turkmenistan. Changes in local laws, regulations or administrative requirements or their interpretation may have a material adverse effect on Bristow’s business or financial condition or on Bristow’s ability to continue operations in these areas.

Environmental

Bristow’s operations are subject to laws and regulations controlling the discharge of materials into the environment or otherwise relating to the protection of the environment. If Bristow fails to comply with these environmental laws and regulations, administrative, civil and criminal penalties may be imposed, and Bristow may become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. Bristow may also be subject to civil claims arising out of a pollution event. These laws and regulations may

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expose Bristow to strict, joint and several liability for the conduct of or conditions caused by others or for Bristow’s own acts even though these actions were in compliance with all applicable laws at the time they were performed. To date, such laws and regulations have not had a material adverse effect on Bristow’s business, results of operations or financial condition.

Increased public awareness and concern over the environment may result in future changes in the regulation of the offshore energy industry, which in turn could adversely affect Bristow. The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment and there can be no assurance as to the effect of such regulation on Bristow’s operations or on the operations of Bristow’s customers. Bristow tries to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the cost of such compliance. Bristow does not believe that compliance with federal, state or local environmental laws and regulations will have a material adverse effect on Bristow’s business, financial position or results of operations. Bristow cannot be certain that future events, such as changes in existing laws, the promulgation of new laws, or the development or discovery of new facts or conditions will not cause Bristow to incur significant costs. Below is a discussion of the material U.S. environmental laws and regulations that relate to Bristow’s business. Bristow believes that it is in substantial compliance with all of these environmental laws and regulations.

Under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA or the Superfund law, and related state laws and regulations, strict, joint and several liability can be imposed without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include the owner and operator of a contaminated site where a hazardous substance release occurred and any company that transported, disposed of or arranged for the transport or disposal of hazardous substances, even from inactive operations or closed facilities that have been released into the environment. In addition, neighboring landowners or other third parties may file claims for personal injury, property damage and recovery of response cost. Bristow currently owns, leases, or operates properties and facilities that, in some cases, have been used for industrial activities for many years. Hazardous substances, wastes, or hydrocarbons may have been released on or under the properties owned or leased by Bristow, or on or under other locations where such substances have been taken for disposal. In addition, some of these properties have been operated by third parties or by previous owners whose treatment and disposal or release of hazardous substances, wastes, or hydrocarbons was not under Bristow’s control. These properties and the substances disposed or released on them may be subject to CERCLA and analogous state statutes. Under such laws, Bristow could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform remedial activities to prevent future contamination. These laws and regulations may also expose Bristow to liability for acts that were in compliance with applicable laws at the time the acts were performed. Bristow has been named as a potentially responsible party in connection with certain sites. See further discussion under “—Bristow Legal Proceedings” below.

In addition, since Bristow’s operations generate wastes, including some hazardous wastes, Bristow may be subject to the provisions of the Resource, Conservation and Recovery Act (“RCRA”) and analogous state laws that limit the approved methods of disposal for some types of hazardous and nonhazardous wastes and require owners and operators of facilities that treat, store or dispose of hazardous waste and to clean up releases of hazardous waste constituents into the environment associated with their operations. Some wastes handled by Bristow that currently are exempt from treatment as hazardous wastes may in the future be designated as “hazardous wastes” under RCRA or other applicable statutes. If this were to occur, Bristow would become subject to more rigorous and costly operating and disposal requirements.

The Federal Water Pollution Control Act, also known as the Clean Water Act, and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into state waters or waters of the U.S. The discharge of pollutants into jurisdictional waters is prohibited unless the discharge is permitted by the U.S. Environmental Protection Agency (“EPA”) or applicable state agencies. Some of Bristow’s properties and operations require permits for discharges of wastewater and/or stormwater, and Bristow has a system in place for securing and maintaining these permits. In addition, the Oil Pollution Act of 1990 imposes a variety of requirements on responsible parties related to the prevention of oil spills and liability for damages, including natural resource damages, resulting from such spills in the waters of the U.S. A responsible party includes the owner or operator of a facility. The Clean Water Act and analogous state laws provide for administrative, civil

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and criminal penalties for unauthorized discharges and, together with the Oil Pollution Act, impose rigorous requirements for spill prevention and response planning, as well as substantial potential liability for the cost of removal, remediation, and damages in connection with any unauthorized discharges.

Some of Bristow’s operations also result in emissions of regulated air pollutants. The Federal Clean Air Act and analogous state laws require permits for facilities that have the potential to emit substances into the atmosphere that could adversely affect environmental quality. Failure to obtain a permit or to comply with permit requirements could result in the imposition of substantial administrative, civil and even criminal penalties.

Bristow’s facilities and operations are also governed by laws and regulations relating to worker health and workplace safety, including the Federal Occupational Safety and Health Act, or OSHA. Bristow believes that appropriate precautions are taken to protect its employees and others from harmful exposure to potentially hazardous materials handled and managed at its facilities, and that it operates in substantial compliance with all OSHA or similar regulations.

In addition, Bristow could be affected by future laws or regulations imposed in response to concerns over climate change. Changes in climate change concerns, or in the regulation of such concerns, including greenhouse gas emissions, could subject Bristow to additional costs and restrictions, including compliance costs and increased energy and raw materials costs. Such changes in laws or regulations could also increase costs of compliance and doing business for Bristow’s customers and thereby decrease the demand for Bristow’s services. Because Bristow’s business depends on the level of activity in the offshore oil and gas industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on Bristow’s business if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and gas or limit drilling opportunities.

Bristow’s operations outside of the U.S. are subject to similar foreign governmental controls relating to protection of the environment. Bristow believes that, to date, its operations outside of the U.S. have been in substantial compliance with existing requirements of these foreign governmental bodies and that such compliance has not had a material adverse effect on its operations. There is no assurance, however, that future expenditures to maintain compliance will not become material.

Bristow Property

The number and types of aircraft Bristow operates are described above. In addition, Bristow leases various office and operating facilities worldwide, including facilities at the Acadiana Regional Airport in New Iberia, Louisiana, the Redhill Aerodrome near London, England, the Aberdeen Airport, in Scotland, along the U.S. Gulf of Mexico and in Bergen and Stavanger, Norway, and numerous residential locations near Bristow’s operating bases or the bases of its affiliates in the U.K., including Norway, Australia, Russia, Nigeria, Canada and Trinidad, which its uses primarily for housing pilots and staff supporting those operations. Bristow has ten SAR bases as follows: Caernarfon, Humberside, Inverness, Lee-on-Solent, Lydd, Newquay, Prestwick, St. Athan, Stornoway and Sumburgh. Bristow also leases office space in a building in Houston, Texas, which it uses as its corporate headquarters and for other business purposes. Through Bristow Helicopters, Bristow owns a majority controlling stake in the Humberside Airport. These facilities are generally suitable for Bristow’s operations and can be replaced with other available facilities if necessary.

A summary of Bristow’s long-lived assets by geographic area as of December 31, 2019 and March 31, 2019 can be found in Note 15 in the “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Bristow Legal Proceedings

Environmental Contingencies

The EPA has in the past notified Bristow that it is a potential responsible party, or PRP, at three former waste disposal facilities that are on the National Priorities List of contaminated sites. Under the Superfund law, persons who are identified as PRPs may be subject to strict, joint and several liability for the costs of cleaning up environmental contamination resulting from releases of hazardous substances at National Priorities List sites. Although Bristow has not yet obtained a formal release of liability from the EPA with respect to any of the sites, Bristow believes that its potential liability in connection with these sites is not likely to have a material adverse effect on the business, financial condition and results of operations of Bristow.

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Sikorsky Lawsuit

On January 8, 2019, Bristow filed suit in the District Court of Harris County, Texas against Sikorsky Aircraft Corporation (“Sikorsky”) for breach of contract, unjust enrichment and conversion as a result of Sikorsky terminating a sales agreement after Bristow sought to delay delivery of a helicopter and retaining its $11.7 million deposit as liquidated damages. Bristow is seeking a ruling that Sikorsky be required to return the deposit and provide an accurate calculation of its damages under the sales agreement. Bristow recently removed the claim to the Southern District of Texas bankruptcy court based on Sikorsky’s decision to file a claim in bankruptcy related to this case. Bristow expects a resolution in the next six to nine months.

Huntington Lawsuit

On November 6, 2017, the Huntington National Bank (“Huntington”) filed suit against Bristow and Bristow U.S. LLC in the U.S. District Court for the Southern District of New York (the “Southern District of New York Court”). Huntington alleges violation of an addendum of a lease agreement for failure to arrange for the enrollment of the aircraft engines in a maintenance agreement and seeks approximately $2.5 million in damages. Bristow submitted a counterclaim for approximately $100,000 of costs related to storage, maintenance and insurance of the aircraft following the expiration of the lease. On March 1, 2019, the Southern District of New York Court denied Huntington’s motion for summary judgment. Bristow initiated discovery; however, on May 16, 2019, the proceedings were stayed as a result of the Chapter 11 Cases. Huntington filed a claim in the bankruptcy proceedings for the damages alleged in its initial lawsuit and for damages allegedly incurred as a result of Bristow returning a second leased aircraft. Bristow, Bristow U.S. LLC, and Huntington entered into a Settlement Agreement on October 17, 2019 that provides a framework for resolution of Huntington’s claims with respect to both leased aircraft. The Bankruptcy Court approved the settlement on October 23, 2019.

Federal Securities Class Action

Two purported class action complaints, Kokareva v. Bristow Group Inc., Case No. 4:19-cv-0509 and Lilienfield v. Bristow Group Inc., Case No. 4:19-cv-1064, were filed in the U.S. District Court for the Southern District of Texas (the “Southern District of Texas Court”) on February 14, 2019 and March 21, 2019, respectively. The complaints, which also name Jonathan E. Baliff and L. Don Miller as defendants, allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), arising out of Bristow’s disclosures and alleged failure to make timely disclosure of inadequate monitoring control processes related to non-financial covenants within certain of its secured financing and lease agreements. On May 17, 2019, the Southern District of Texas Court appointed BRS Investor Group as Lead Plaintiff and consolidated both actions under Kokareva v. Bristow Group Inc., Case No. 4:19-cv-0509. When Bristow filed the Chapter 11 Cases on May 11, 2019, the litigation against it was automatically stayed. When Bristow emerged from bankruptcy, all the claims against it were released, but the case is still proceeding against the individual defendants. Plaintiffs filed a Consolidated Amended Complaint on November 4, 2019, and Bristow filed its motion to dismiss on January 3, 2020. Plaintiffs filed their opposition on February 18, 2020 and Bristow filed its reply on March 19, 2020.

Stockholder Derivative Complaint

On June 7, 2019, Marilyn DeVault filed a Stockholder Derivative Complaint against Thomas N. Amonett, Gaurdie Banister Jr., Ian A. Godden, Lori A. Gobillot, A. William Higgins, Thomas C. Knudson, Biggs C. Porter, Jonathan E. Baliff, Stephen A. King, Matthew Masters, David C. Gompert, Bruce H. Stover, L. Don Miller, and Brian J. Allman in the United States District Court for the District of Delaware. The complaint alleges breaches of fiduciary duties and violations of Section 10(b) of the Exchange Act arising out of Bristow’s disclosures and failing to have adequate monitoring control processes related to non-financial covenants within certain of our secured financing and lease agreements. The complaint also alleges waste of corporate assets, gross mismanagement, and unjust enrichment. On July 19, 2019, the parties submitted a Joint Stipulation to stay the case pending the resolution of any motion to dismiss filed in the actions in the Southern District of Texas Court. No further action in this case is anticipated until any motion to dismiss is decided in the pending securities class action litigation.

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Other Matters

Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been covered by insurance subject to various risk retention factors. Bristow is also a defendant in certain claims and litigation arising out of operations in the normal course of business. In the opinion of management, uninsured losses, if any, will not be material to Bristow’s financial position, results of operations or cash flows.

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Management’s Discussion and Analysis of Bristow’S Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with “Forward-Looking Statements,” “Risk Factors” and Bristow’s Consolidated Financial Statements for fiscal years 2019, 2018 and 2017, and Bristow’s Consolidated Financial Statements for the one month ended October 31, 2019, seven months ended October 31, 2019, two months ended December 31, 2019 and three and nine months ended December 31, 2018 and the related notes thereto, all of which are included elsewhere in this joint proxy and consent solicitation statement/prospectus. In the discussion that follows, the term “Combined Current Quarter” refers to the one month ended October 31, 2019 and two months ended December 31, 2019, and the term “Combined Current Period” refers to the seven months ended October 31, 2019 and two months ended December 31, 2019 and the terms “Predecessor Comparable Quarter” and “Predecessor Comparable Period” refer to the three and nine months ended December 31, 2018, respectively. Bristow’s fiscal year ends March 31, and the disclosure provided herein refers to fiscal years based on the end of such period. Therefore, the fiscal year ended March 31, 2020 is referred to as “fiscal year 2020.”

Executive Overview

Emergence from Chapter 11 Bankruptcy

On the Petition Date, Bristow filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court. Bristow’s Chapter 11 Cases were jointly administered under the case styled In re: Bristow Group Inc., et al., Main Case No. 19-32713.

On October 8, 2019, the Bankruptcy Court entered the Confirmation Order, which approved and confirmed the Company Plan of Reorganization. On the Effective Date, Bristow satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Company Plan of Reorganization, and the Company Plan of Reorganization therefore became effective in accordance with its terms and Bristow emerged from bankruptcy. Further information is set forth in Note 2 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Fresh-start Accounting

Upon its emergence on the Effective Date, Bristow adopted fresh-start accounting as required by GAAP. Bristow qualified for fresh-start accounting because (i) the holders of then-outstanding voting shares of the pre-emergence debtor-in-possession received less than 50% of the voting shares of the post-emergence successor entity and (ii) the reorganization value of Bristow’s assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims.

As discussed in Note 3 to Bristow’s “Notes to the Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus, Bristow applied fresh-start accounting as of October 31, 2019. Adopting fresh-start accounting results in a new reporting entity for financial reporting purposes with no beginning retained earnings or deficit. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares in the reorganized company caused a related change of control under GAAP.

As a result of the application of fresh-start accounting, as well as the effects of the implementation of the Amended Plan, Bristow’s condensed consolidated financial statements subsequent to October 31, 2019, are not comparable with its consolidated financial statements prior to that date.

Eastern Airways and Humberside Airport — Bristow Helicopters, together with its legal and financial advisors, pursued various transactions to exit the Eastern Airways business, which made negative contributions to Bristow’s adjusted EBITDA in each of the last three fiscal years, including pursuing a sales process with several third parties over an extended period. On May 10, 2019, Bristow Helicopters completed the sale of all of the shares of Eastern Airways to Orient Industrial Holdings Limited (“OIHL”), an entity affiliated with Mr. Richard Lake, pursuant to a Sale and Purchase Agreement (the “EAIL Purchase Agreement”). Pursuant to the EAIL Purchase Agreement and related agreements, Bristow Helicopters contributed approximately £17.1 million to Eastern Airways as working capital, OIHL acquired Eastern Airways, Bristow Helicopters retained its controlling ownership of the shares in Humberside International Airport Limited that it previously held through Eastern Airways and certain intercompany balances between Bristow Helicopters and Eastern Airways were written off.

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As a result of the transaction, OIHL now owns and operates Eastern Airways, which had previously operated as a separate unit within Bristow Group, and Bristow Helicopters maintains its controlling interest in Humberside Airport, from which Bristow Helicopters provides U.K. search and rescue services.

The EAIL Purchase Agreement contained customary representations and warranties. OIHL agreed to certain covenants with respect to non-solicitation of directors, officers or employees of Bristow Helicopters for a period of 12 months. Pursuant to the terms of the EAIL Purchase Agreement, Bristow Helicopters has the right to appoint an observer to the board of directors of Eastern Airways for an initial period of 12 months following the sale. Eastern Airways also agreed to provide certain transition services for a minimum of 12 months from the date of the completion of the transaction.

The loss on the sale of Eastern Airways for the seven months ended October 31, 2019 (Predecessor) of $46.9 million includes the write-off of net assets of $35.0 million and write-off of cumulative translation adjustment of $11.9 million.

Rejection and Deferral of Purchase of H175s — On May 1, 2019, Bristow entered into an amendment to its agreement with Airbus Helicopters S.A.S. for the purchase of 22 H175 helicopters, which includes five aircraft that can be cancelled by Bristow prior to the delivery dates. Pursuant to the amendment, the parties mutually agreed to postpone the delivery dates for such helicopters for 18 months from the previous schedule, with the first three helicopters now scheduled for delivery in the second half of fiscal year 2022. The postponement in deliveries resulted in various amendments to the payment terms under the purchase agreement including the deferral of approximately $110.0 million in capital expenditures scheduled for fiscal years 2019 to 2023 into fiscal years 2024 and beyond. In connection with this amendment, the overall purchase price of these helicopters increased by $18.4 million to account for inflation.

On September 30, 2019, Bristow filed a motion with the Bankruptcy Court to approve a settlement agreement with Airbus Helicopters S.A.S. in regards to the rejection of the purchase contract for 22 H175 helicopters. On October 3, 2019, the Bankruptcy Court entered an order approving an agreement with Airbus Helicopters S.A.S. to reject Bristow’s aircraft purchase contract for the 22 H175 helicopters. As a result of the rejection of the purchase contract, Bristow recorded $31.8 million of expense to reorganization items, net included on its condensed consolidated statements of operations for the seven months ended October 31, 2019 (Predecessor).

Regional Perspectives

Bristow owns an approximate 20% voting interest and a 41.9% economic interest in Líder, a provider of helicopter and executive aviation services in Brazil. Brazil represents a significant part of long term helicopter industry demand due to its concentration and size of its offshore oil reserves. However, in the short term, Brazil and, specifically, Petrobras continue to evidence uncertainty as the price of oil and Petrobras’ restructuring efforts have impacted the helicopter industry. The Brazilian government has revisited the regulations on the oil and gas industry and made significant changes to the Brazilian market, including removing the requirement that Petrobras have 30% participation on all exploratory blocks, removing the requirement that Petrobras be the operator of all pre-salt blocks and approving the next round of licensing for new exploration blocks (six years after the last successful round). In addition, the Brazilian government is currently reviewing local content requirements, which has led other operators (including international oil companies) to initiate drilling activities. Petrobras’ new management has implemented a five-year business and management plan focused on divestment, mostly of its non-core businesses. Overall, the long-term Brazilian market outlook has improved with future opportunities for growth although Líder faces significant competition from a number of global and local helicopter service providers.

Bristow’s investment in Líder as of December 31, 2019 (Successor) is $32.6 million. As of December 31, 2019, Bristow has no aircraft on lease to Líder. In addition to uncertainty surrounding future financial performance, currency fluctuations continue to make it difficult to predict the earnings from Bristow’s Líder investment. These currency fluctuations, which primarily do not impact Líder’s cash flow from operations, had a significant negative impact on Líder’s results in recent years, impacting Bristow’s earnings (losses) from unconsolidated affiliates. Earnings (losses) from unconsolidated affiliates, net on Bristow’s consolidated statements of operations, is included in calculating adjusted EBITDA, adjusted net income (loss) and adjusted diluted earnings (loss) per share. In connection with the Company’s adoption of fresh-start accounting, the Company has elected to report its equity earnings from Líder on a three-month lag reporting basis. The Company will begin recording equity earnings from Líder during the quarter ending March 31, 2020.

162

Bristow is subject to competition and the political environment in the countries where Bristow operates. In Nigeria, Bristow has seen an increase in competitive pressure and the application of existing local content regulations that could impact Bristow’s ability to win future work at levels previously anticipated. In order to properly and fully embrace new regulations, Bristow has made a number of key changes to its operating model in Nigeria, while maintaining safety as its number one priority at all times. The objectives of these changes being (a) enhancing the level of continued compliance by each of Bristow Helicopters Nigeria Ltd. (“BHNL”) and Pan African Airlines Nigeria Ltd. (“PAAN”) with local content regulations, (b) the streamlining of Bristow’s operations in Nigeria, including an ongoing consolidation of operations of BHNL and BGI Aviation Technical Services Nigeria Limited (“BATS”) in order to achieve cost savings and efficiencies in Bristow’s operations, and (c) each of BHNL and PAAN committing to continue to apply and use all key Bristow Group standards and policies, including without limitation Bristow’s Target Zero safety program, Code of Business Integrity and Operations Manuals. As a result of these changes, Bristow’s ability to continue to consolidate BHNL and PAAN under the current accounting requirements could change.

Bristow conducts business in various foreign countries, and as such, Bristow’s cash flows and earnings are subject to fluctuations and related risks from changes in foreign currency exchange rates. During the two months ended December 31, 2019 (Successor), seven months ended October 31, 2019 (Predecessor) and Predecessor periods of fiscal years 2019, 2018 and 2017 the Bristow’s primary foreign currency exposure was related to the British pound sterling, the euro, the Australian dollar, the Norwegian kroner and the Nigerian naira and Bristow’s unconsolidated affiliates foreign currency exposure is primarily related to the Brazilian real. For further details on this exposure and the related impact on Bristow’s results of operations, see Note 1 in the “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

163

Results of Operations

The following table presents Bristow’s operating results and other statement of operations information for the applicable periods:

	Successor	Predecessor	Predecessor
	Two Months Ended December 31, 2019	One Month Ended October 31, 2019	Three Months Ended December 31, 2018	Favorable (Unfavorable)+
	(In thousands, except percentages and flight hours)
Revenue:
Operating revenue	$193,322	$101,659	$315,620	$(20,639)	(6.5)%
Reimbursable revenue	7,602	4,168	14,238	(2,468)	(17.3)%
Total revenue	200,924	105,827	329,858	(23,107)	(7.0)%
Operating expense:
Direct cost	158,845	79,802	262,039	23,392	8.9%
Reimbursable expense	7,707	4,049	13,862	2,106	15.2%
Depreciation and amortization	11,926	8,222	30,615	10,467	34.2%
General and administrative	25,676	15,965	40,742	(899)	(2.2)%
Total operating expense	204,154	108,038	347,258	35,066	10.1%
Loss on disposal of assets	(154)	249	(16,015)	16,110	100.6%
Earnings from unconsolidated affiliates, net of losses	1,499	3,609	2,495	2,613	104.7%
Operating loss	(1,885)	1,647	(30,920)	30,682	99.2%
Interest expense, net	(9,472)	(79,070)	(27,113)	(61,429)	(226.6)%
Reorganization items, net	—	(447,674)	—	(447,674)	*
Fair value of embedded derivative	(133,315)	—	—	(133,315)	*
Other income (expense), net	3,729	7,009	(3,660)	14,398	393.4%
Loss before benefit for income taxes	(140,943)	(518,088)	(61,693)	(597,338)	*%
Benefit for income taxes	(11,600)	13,889	(23,764)	26,053	109.6%
Net loss	(152,543)	(504,199)	(85,457)	(571,285)	*%
Net income attributable to noncontrolling interests	31	5	(243)	279	114.8%
Net loss attributable to Bristow Group	$(152,512)	$(504,194)	$(85,700)	$(571,006)	*%
Operating margin(1)	(1.0)%	1.6%	(9.8)%	9.7%	99.0%
Flight hours(2)	21,628	12,054	39,800	(6,118)	(15.4)%
Non-GAAP financial measures:(3)
Adjusted EBITDA	$24,491	$17,182	$23,887	$17,786	74.5%
Adjusted EBITDA margin(1)	12.7%	16.9%	7.6%	6.5%	85.5%
Adjusted net loss	$(16,447)	$(969)	$(20,015)	$2,599	13.0%

164

	Successor	Predecessor	Predecessor
	Two Months Ended December 31, 2019	Seven Months Ended October 31, 2019	Nine Months Ended December 31, 2018	Favorable (Unfavorable)++
	(In thousands, except percentages and flight hours)
Gross revenue:
Operating revenue	$193,322	$722,919	$998,778	$(82,537)	(8.3)%
Reimbursable revenue	7,602	34,304	47,091	(5,185)	(11.0)%
Total gross revenue	200,924	757,223	1,045,869	(87,722)	(8.4)%
Operating expense:
Direct cost	158,845	574,216	819,307	86,246	10.5%
Reimbursable expense	7,707	33,023	44,960	4,230	9.4%
Prepetition restructuring charges	—	13,476	—	(13,476)	*
Depreciation and amortization	11,926	70,864	92,045	9,255	10.1%
General and administrative	25,676	88,555	119,682	5,451	4.6%
Total operating expense	204,154	780,134	1,075,994	91,706	8.5%
Loss on impairment	—	(62,101)	(117,220)	55,119	47.0%
Loss on disposal of assets	(154)	(3,768)	(18,986)	15,064	79.3%
Earnings from unconsolidated affiliates, net of losses	1,499	6,589	2,409	5,679	235.7%
Operating loss	(1,885)	(82,191)	(163,922)	79,846	48.7%
Interest expense, net	(9,472)	(127,836)	(80,690)	(56,618)	(70.2)%
Reorganization items, net	—	(617,973)	—	(617,973)	*
Loss on sale of subsidiaries	—	(55,883)	—	(55,883)	*
Fair value of embedded derivative	(133,315)	—	—	(133,315)	*
Other income (expense), net	3,729	(3,501)	(10,814)	11,042	102.1%
Loss before benefit for income taxes	(140,943)	(887,384)	(255,426)	(772,901)	(302.6)%
Benefit for income taxes	(11,600)	51,178	(5,258)	44,836	*
Net loss	(152,543)	(836,206)	(260,684)	(728,065)	(279.3)%
Net income attributable to noncontrolling interests	31	(208)	(827)	650	78.6%
Net loss attributable to Bristow Group	$(152,512)	$(836,414)	$(261,511)	$(727,415)	(278.2)%
Operating margin(1)	(1.0)%	(11.4)%	(16.4)%	7.2%	43.9%
Flight hours(2)	21,628	87,000	125,005	(16,377)	(13.1)%
Non-GAAP financial measures:(3)
Adjusted EBITDA	$24,491	$80,721	$72,453	$32,759	45.2%
Adjusted EBITDA margin(1)	12.7%	11.2%	7.3%	4.2%	57.5%
Adjusted net loss	$(16,447)	$(39,747)	$(76,655)	$20,461	26.7%

165

	Predecessor
	Fiscal Years Ended March 31,
	2019	2018	Favorable (Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue:
Operating revenue	$1,307,907	$1,373,437	$(65,530)	(4.8)%
Reimbursable revenue	61,755	60,538	1,217	2.0%
Total gross revenue	1,369,662	1,433,975	(64,313)	(4.5)%
Operating expense:
Direct cost	1,079,747	1,123,287	43,540	3.9%
Reimbursable expense	59,482	59,346	(136)	(0.2)%
Depreciation and amortization	124,899	124,042	(857)	(0.7)%
General and administrative	182,113	184,987	2,874	1.6%
Total operating expense	1,446,241	1,491,662	45,421	3.0%
Loss on impairment	(117,220)	(91,400)	(25,820)	(28.2)%
Loss on disposal of assets	(27,843)	(17,595)	(10,248)	(58.2)%
Earnings from unconsolidated affiliates, net of losses	4,317	18,699	(14,382)	(76.9)%
Operating loss	(217,325)	(147,983)	(69,342)	(46.9)%
Interest expense, net	(110,076)	(77,060)	(33,016)	(42.8)%
Other expense, net	(8,898)	(2,957)	(5,941)	200.9%
Loss before benefit for income taxes	(336,299)	(228,000)	(108,299)	(47.5)%
Benefit for income taxes	161	30,891	(30,730)	(99.5)%
Net loss	(336,138)	(197,109)	(139,029)	(70.5)%
Net (income) loss attributable to noncontrolling interests	(709)	2,425	(3,134)	(129.2)%
Net loss attributable to Bristow Group	$(336,847)	$(194,684)	$(142,163)	(73.0)%
Operating margin(1)	(16.6)%	(10.8)%	(5.8)%	(53.7)%
Flight hours(2)	162,712	178,329	(15,617)	(8.8)%
Non-GAAP financial measures:(3)
Adjusted EBITDA	$92,837	$106,401	$(13,564)	(12.7)%
Adjusted EBITDA margin(1)	7.1%	7.7%	(0.6)%	(7.8)%
Adjusted net loss	$(112,994)	$(74,033)	$(38,961)	(52.6)%

166

	Predecessor
	Fiscal Years Ended March 31,
	2018	2017	Favorable (Unfavorable)
	(In thousands, except percentages and flight hours)
Gross revenue:
Operating revenue	$1,373,437	$1,335,430	$38,007	2.8%
Reimbursable revenue	60,538	52,652	7,886	15.0%
Total gross revenue	1,433,975	1,388,082	45,893	3.3%
Operating expense:
Direct cost	1,123,287	1,103,087	(20,200)	(1.8)%
Reimbursable expense	59,346	50,313	(9,033)	(18.0)%
Depreciation and amortization	124,042	118,748	(5,294)	(4.5)%
General and administrative	184,987	195,367	10,380	5.3%
Total operating expense	1,491,662	1,467,515	(24,147)	(1.6)%
Loss on impairment	(91,400)	(16,278)	(75,122)	*
Loss on disposal of assets	(17,595)	(14,499)	(3,096)	(21.4)%
Earnings from unconsolidated affiliates, net of losses	18,699	20,339	(1,640)	(8.1)%
Operating loss	(147,983)	(89,871)	(58,112)	(64.7)%
Interest expense, net	(77,060)	(49,919)	(27,141)	(54.4)%
Other expense, net	(2,957)	(3,538)	581	16.4%
Loss before benefit (provision) for income taxes	(228,000)	(143,328)	(84,672)	(59.1)%
Benefit (provision) for income taxes	30,891	(32,588)	63,479	194.8%
Net loss	(197,109)	(175,916)	(21,193)	(12.0)%
Net loss attributable to noncontrolling interests	2,425	6,354	(3,929)	(61.8)%
Net loss attributable to Bristow Group	$(194,684)	$(169,562)	$(25,122)	(14.8)%
Operating margin(1)	(10.8)%	(6.7)%	(4.1)%	(61.2)%
Flight hours (2)	178,329	165,252	13,077	7.9%
Non-GAAP financial measures:(3)
Adjusted EBITDA	$106,401	$72,058	$34,343	47.7%
Adjusted EBITDA margin(1)	7.7%	5.4%	2.3%	42.6%
Adjusted net loss	$(74,033)	$(73,551)	$(482)	(0.7)%

_____________

*
percentage change too large to be meaningful or not applicable

+
Calculated by combining the results of the Successor for the one month ended October 31, 2019 and the Predecessor for the two months ended December 31, 2019 for the Combined Current Quarter and comparing such combined results to the results for the Predecessor Comparable Quarter.

++
Calculated by combining the results of the Successor for the seven months ended October 31, 2019 and the Predecessor for the two months ended December 31, 2019 for the Combined Current Period and comparing such combined results to the results for the Predecessor Comparable Period.

(1)
Operating margin is calculated as operating loss divided by operating revenue. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by operating revenue.

167

(2)
Excludes flight hours from Bristow Academy and unconsolidated affiliates. Includes flight hours from fixed wing operations in the U.K., Nigeria and Australia totaling 2,147 and 10,281 for the two months ended December 31, 2019 (Successor) and seven months ended October 31, 2019 (Predecessor), respectively, 28,508 for the nine months ended December 31, 2018 (Predecessor) and 35,773, 43,192 and 39,873 for fiscal years 2019, 2018 and 2017, respectively.

(3)
These financial measures have not been prepared in accordance with GAAP and have not been audited or reviewed by Bristow’s independent registered public accounting firm. These financial measures are therefore considered non-GAAP financial measures. Adjusted EBITDA is calculated by taking Bristow’s net income (loss) and adjusting for interest expense, depreciation and amortization, benefit (provision) for income taxes, gain (loss) on disposal of assets and any special items during the reported periods. See further discussion of Bristow’s use of the adjusted EBITDA metric below. Adjusted net income (loss) is adjusted for gain (loss) on disposal of assets and any special items during the reported periods. As discussed below, management believes these non-GAAP financial measures provide meaningful supplemental information regarding Bristow’s results of operations. A description of the adjustments to and reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures is as follows:

	Successor	Predecessor
	Two Months Ended December 31, 2019	One Month Ended October 31, 2019	Three Months Ended December 31, 2018
	(In thousands, except percentages)
Net loss	$(152,543)	$(504,199)	$(85,457)
Loss on disposal of assets	154	(249)	16,015
Special items(i)	143,680	448,062	9,568
Depreciation and amortization	11,926	8,222	30,615
Interest expense	9,674	79,235	29,382
Provision (benefit) for income taxes	11,600	(13,889)	23,764
Adjusted EBITDA	$24,491	$17,182	$23,887
(Provision) benefit for income taxes	$(11,600)	$13,889	$(23,764)
Tax provision (benefit) on loss on disposal of assets	(2)	(1,247)	(3,540)
Tax provision (benefit) on special items	(7,767)	(15,211)	43,642
Adjusted (provision) benefit for income taxes	$(19,369)	$(2,569)	$16,338
Effective tax rate(ii)	(8.2)%	2.7%	(38.5)%
Adjusted effective tax rate(ii)	670.0%	161.1%	45.2%
Net loss attributable to Bristow Group	$(152,512)	$(504,194)	$(85,700)
Loss on disposal of assets(iii)	152	(1,496)	12,475
Special items(i)(iii)	135,913	504,721	53,210
Adjusted net loss	$(16,447)	$(969)	$(20,015)

168

	Successor	Predecessor
	Two Months Ended December 31, 2019	Seven Months Ended October 31, 2019	Nine Months Ended December 31, 2018	Fiscal Year Ended March 31,
				2019	2018	2017
	(In thousands, except percentages)
Net loss	$(152,543)	$(836,206)	$(260,684)	$(336,138)	$(197,109)	$(175,916)
Loss on disposal of assets	154	3,768	18,986	27,843	17,595	14,499
Special items(i)	143,680	764,815	132,481	162,894	115,027	31,277
Depreciation and amortization	11,926	70,864	92,045	124,899	124,042	118,748
Interest expense	9,674	128,658	84,367	113,500	77,737	50,862
(Benefit) provision for income taxes	11,600	(51,178)	5,258	(161)	(30,891)	32,588
Adjusted EBITDA	$24,491	$80,721	$72,453	$92,837	$106,401	$72,058
Benefit (provision) for income taxes	$(11,600)	$51,178	$(5,258)	$161	$30,891	$(32,588)
Tax provision (benefit) on loss on disposal of assets	(2)	(1,426)	(3,840)	(5,430)	42,943	(6,476)
Tax provision (benefit) on special items	(7,767)	(46,884)	37,229	38,546	(58,016)	49,342
Adjusted provision (benefit) for income taxes	$(19,369)	$2,868	$28,131	$33,277	$15,818	$10,278
Effective tax rate(ii)	(8.2)%	5.8%	(2.1)%	—%	13.5%	(22.7)%
Adjusted effective tax rate(ii)	670.0%	6.8%	27.1%	22.9%	17.1%	11.8%
Net loss attributable to Bristow Group	$(152,512)	$(836,414)	$(261,511)	$(336,847)	$(194,684)	$(169,562)
Loss on disposal of assets(iii)	152	2,342	15,146	22,413	60,538	8,023
Special items(i)(iii)	135,913	794,325	169,710	201,440	60,113	87,988
Adjusted net loss	$(16,447)	$(39,747)	$(76,655)	$(112,994)	$(74,033)	$(73,551)

(1)
See information about special items during the Combined Current Quarter and Predecessor Comparable Quarter under “— Combined Current Quarter Compared to Predecessor Comparable Quarter” and the Combined Current Period and Predecessor Comparable Period under “— Combined Current Period Compared to Predecessor Comparable Period” below. See information about special items during Predecessor periods of fiscal years 2019, 2018 and 2017 under “Fiscal Year 2019 Compared to Fiscal Year 2018” and “Fiscal Year 2018 Compared to Fiscal Year 2017” below.

(2)
Effective tax rate is calculated by dividing benefit (provision) for income tax by pretax net loss. Adjusted effective tax rate is calculated by dividing adjusted benefit (provision) for income tax by adjusted pretax net loss. Tax provision (benefit) on loss on disposal of assets and tax provision (benefit) on special items is calculated using the statutory rate of the entity recording the loss on disposal of assets or special item.

(3)
These amounts are presented after applying the appropriate tax effect to each item.

Management believes that adjusted EBITDA, adjusted benefit for income taxes and adjusted net loss (collectively, the “Non-GAAP measures”) provide relevant and useful information, which is widely used by analysts, investors and competitors in Bristow’s industry as well as by its management in assessing both consolidated and regional performance.

Adjusted EBITDA provides Bristow with an understanding of one aspect of earnings before the impact of investing and financing transactions and income taxes. Adjusted EBITDA should not be considered a measure of discretionary cash available to Bristow for investing in the growth of its business.

169

As prescribed by the SEC, when adjusted EBITDA is discussed in reference to performance on a consolidated basis, the most directly comparable GAAP financial measure to adjusted EBITDA is net income (loss). Management does not analyze interest expense and income taxes on a regional level; therefore, the most directly comparable GAAP financial measure to adjusted EBITDA when performance is discussed on a regional level is operating income (loss).

Adjusted net loss presents Bristow’s consolidated results excluding asset dispositions and special items that do not reflect the ordinary earnings of its operations. Adjusted benefit (provision) for income taxes excludes the tax impact of these items. Bristow believes that these measures are useful supplemental measures because net loss includes asset disposition effects and special items and benefit (provision) for income taxes include the tax impact of these items, and inclusion of these items does not reflect the ongoing operational earnings of its business.

The Non-GAAP measures are not calculated or presented in accordance with GAAP and other companies in Bristow’s industry may calculate these measures differently than Bristow does. As a result, these financial measures have limitations as analytical and comparative tools and you should not consider these measures in isolation, or as a substitute for analysis of Bristow’s results as reported under GAAP. In calculating these financial measures, Bristow makes certain adjustments that are based on assumptions and estimates that may prove to be inaccurate. In addition, in evaluating these financial measures, you should be aware that in the future Bristow may incur expenses similar to those eliminated in this presentation. Bristow’s presentation of the Non-GAAP measures should not be construed as an inference that its future results will be unaffected by unusual or special items.

Some of the additional limitations of adjusted EBITDA are:

• Adjusted EBITDA does not reflect Bristow’s current or future cash requirements for capital expenditures;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, Bristow’s working capital needs;

• Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on the Bristow’s debts; and

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements.

The following table presents region adjusted EBITDA and adjusted EBITDA margin discussed in “— Region Operating Results,” and consolidated adjusted EBITDA and adjusted EBITDA margin:

	Successor	Predecessor	Predecessor
	Two Months Ended December 31, 2019	One Month Ended October 31, 2019	Three Months Ended December 31, 2018
	(In thousands, except percentages)
Europe Caspian	$26,862	$11,332	$14,068
Africa	4,192	2,288	8,639
Americas	10,339	8,809	12,136
Asia Pacific	(263)	480	(3,411)
Corporate and other	(16,639)	(5,727)	(7,545)
Consolidated adjusted EBITDA	$24,491	$17,182	$23,887
Europe Caspian	24.3%	19.8%	7.8%
Africa	14.2%	15.4%	20.9%
Americas	25.6%	41.0%	21.7%
Asia Pacific	(2.0)%	5.8%	(8.5)%
Consolidated adjusted EBITDA margin	12.7%	16.9%	7.6%

170

	Successor	Predecessor
	Two Months Ended December 31, 2019	Seven Months Ended October 31, 2019	Nine Months Ended December 31, 2018	Fiscal Year Ended March 31,
				2019	2018	2017
	(In thousands, except percentages)
Europe Caspian	$26,862	$49,186	$62,727	$74,924	$81,503	$45,163
Africa	4,192	27,198	19,063	29,285	52,419	51,553
Americas	10,339	31,054	21,177	32,267	41,984	40,926
Asia Pacific	(263)	3,867	(4,325)	(4,874)	(1,424)	(5,026)
Corporate and other	(16,639)	(30,584)	(26,189)	(38,765)	(68,081)	(60,558)
Consolidated adjusted EBITDA	$24,491	$80,721	$72,453	$92,837	$106,401	$72,058
Europe Caspian	24.3%	12.0%	10.7%	9.8%	10.6%	6.4%
Africa	14.2%	25.3%	16.8%	18.7%	27.3%	25.8%
Americas	25.6%	22.2%	12.8%	14.6%	18.6%	19.7%
Asia Pacific	(2.0)%	5.6%	(3.1)%	(2.8)%	(0.7)%	(2.3)%
Consolidated adjusted EBITDA margin	12.7%	11.2%	7.3%	7.1%	7.7%	5.4%

The following tables present reconciliation of adjusted EBITDA by region, adjusted EBITDA margin and rent expense by region:

	Two Months Ended December 31, 2019 (Successor)
	Europe Caspian	Africa	Americas	Asia Pacific	Corporate and other	Loss on disposal of assets	Total
	(In thousands, except percentages)
Operating income (loss)	$1,869	$2,910	$8,596	$(2,885)	$(12,221)	$(154)	$(1,885)
Depreciation and amortization expense	6,019	1,342	1,586	1,792	1,187		11,926
Interest income	45	2	8	15	132		202
Other income (expense), net	11,271	(1,018)	(1,085)	616	(6,055)		3,729
Special items and loss on disposal of assets	7,658	956	1,234	199	318	154	10,519
Adjusted EBITDA	$26,862	$4,192	$10,339	$(263)	$(16,639)	$—	$24,491
Adjusted EBITDA margin	24.3%	14.2%	25.6%	(2.0)%			12.7%
Rent expense	$14,099	$1,880	$2,683	$1,953	$250		$20,865

	One Month Ended October 31, 2019 (Predecessor)
	Europe Caspian	Africa	Americas	Asia Pacific	Corporate and other	Loss on disposal of assets	Total
	(In thousands, except percentages)
Operating income (loss)	$3,112	$2,982	$6,296	$(1,371)	$(9,621)	$249	$1,647
Depreciation and amortization expense	3,321	831	2,184	772	1,114		8,222
Interest income	6	1	1	3	154		165
Other income (expense), net	4,893	(1,526)	328	688	2,626		7,009
Special items and loss on disposal of assets	—	—	—	388	—	(249)	139
Adjusted EBITDA	$11,332	$2,288	$8,809	$480	$(5,727)	$—	$17,182
Adjusted EBITDA margin	19.8%	15.4%	41.0%	5.8%			16.9%
Rent expense	$7,768	$823	$1,194	$935	$379		$11,099

171

	Three Months Ended December 31, 2018 (Predecessor)
	Europe Caspian	Africa	Americas	Asia Pacific	Corporate and other	Loss on disposal of assets	Total
	(In thousands, except percentages)
Operating income (loss)	$3,342	$5,286	$4,656	$(6,654)	$(21,535)	$(16,015)	$(30,920)
Depreciation and amortization expense	13,041	3,732	7,108	3,812	2,922		30,615
Interest income	36	1	—	15	2,217		2,269
Other income (expense), net	(2,949)	(380)	320	(2,343)	1,692		(3,660)
Special items and loss on disposal of assets	598	—	52	1,759	7,159	16,015	25,583
Adjusted EBITDA	$14,068	$8,639	$12,136	$(3,411)	$(7,545)	$—	$23,887
Adjusted EBITDA margin	7.8%	20.9%	21.7%	(8.5)%			7.6%
Rent expense	$30,262	$2,677	$5,641	$7,927	$1,648		$48,155

	Seven Months Ended October 31, 2019 (Predecessor)
	Europe Caspian	Africa	Americas	Asia Pacific	Corporate and other	Loss on disposal of assets	Total
	(In thousands, except percentages)
Operating income (loss)	$26,143	$17,255	$13,391	$(33,653)	$(101,559)	$(3,768)	$(82,191)
Depreciation and amortization expense	28,155	10,829	16,654	7,463	7,763		70,864
Interest income	84	18	2	27	691		822
Other income (expense), net	(7,465)	(904)	1,007	(587)	4,448		(3,501)
Special items and loss on disposal of assets	2,269	—	—	30,617	58,073	3,768	94,727
Adjusted EBITDA	$49,186	$27,198	$31,054	$3,867	$(30,584)	$—	$80,721
Adjusted EBITDA margin	12.0%	25.3%	22.2%	5.6%			11.2%
Rent expense	$63,059	$7,523	$9,482	$18,075	$3,404		$101,543

	Nine Months Ended December 31, 2018 (Predecessor)
	Europe Caspian	Africa	Americas	Asia Pacific	Corporate and other	Loss on disposal of assets	Total
	(In thousands, except percentages)
Operating income (loss)	$13,856	$7,892	$(631)	$(14,613)	$(151,440)	$(18,986)	$(163,922)
Depreciation and amortization expense	37,985	10,811	21,299	12,221	9,729		92,045
Interest income	68	4	2	67	3,536		3,677
Other income (expense), net	(11,076)	356	249	(6,076)	5,733		(10,814)
Special items and loss on disposal of assets	21,894	—	258	4,076	106,253	18,986	151,467
Adjusted EBITDA	$62,727	$19,063	$21,177	$(4,325)	$(26,189)	$—	$72,453
Adjusted EBITDA margin	10.7%	16.8%	12.8%	(3.1)%			7.3%
Rent expense	$93,437	$6,945	$18,573	$24,325	$4,547		$147,827

172

	Fiscal Year Ended March 31, 2019 (Predecessor)
	Europe Caspian	Africa	Americas	Asia Pacific	Corporate and other	Loss on disposal of assets	Total
	(In thousands, except percentages)
Operating income (loss)	$12,874	$13,499	$3,530	$(23,645)	$(195,740)	$(27,843)	$(217,325)
Depreciation and amortization expense	50,737	16,113	28,300	16,735	13,014		124,899
Interest income	104	4	3	86	3,227		3,424
Other income (expense), net	(10,851)	(331)	176	(4,340)	6,448		(8,898)
Special items and loss on disposal of assets	22,060	—	258	6,290	134,286	27,843	190,737
Adjusted EBITDA	$74,924	$29,285	$32,267	$(4,874)	$(38,765)	$—	$92,837
Adjusted EBITDA margin	9.8%	18.7%	14.6%	(2.8)%			7.1%
Rent expense	$122,282	$9,657	$23,122	$31,040	$6,215		$192,316

	Fiscal Year Ended March 31, 2018 (Predecessor)
	Europe Caspian	Africa	Americas	Asia Pacific	Corporate and other	Loss on disposal of assets	Total
	(In thousands, except percentages)
Operating income (loss)	$22,624	$32,326	$(72,083)	$(24,290)	$(88,965)	$(17,595)	$(147,983)
Depreciation and amortization expense	48,854	13,705	27,468	19,695	14,320		124,042
Interest income	17	90	107	89	374		677
Other income (expense), net	3,603	(1,720)	434	(795)	(4,479)		(2,957)
Special items and loss on disposal of assets	6,405	8,018	86,058	3,877	10,669	17,595	132,622
Adjusted EBITDA	$81,503	$52,419	$41,984	$(1,424)	$(68,081)	$—	$106,401
Adjusted EBITDA margin	10.6%	27.3%	18.6%	(0.7)%			7.7%
Rent expense	$134,158	$8,557	$24,920	$32,908	$8,148		$208,691

	Fiscal Year Ended March 31, 2017 (Predecessor)
	Europe Caspian	Africa	Americas	Asia Pacific	Corporate and other	Loss on disposal of assets	Total
	(In thousands, except percentages)
Operating income (loss)	$14,665	$30,179	$5,198	$(20,870)	$(104,544)	$(14,499)	$(89,871)
Depreciation and amortization expense	39,511	16,664	32,727	19,091	10,755		118,748
Interest income	23	417	106	136	261		943
Other income (expense), net	(19,142)	(147)	1,648	(427)	14,530		(3,538)
Special items and loss on disposal of assets	10,106	4,440	1,247	(2,956)	18,440	14,499	45,776
Adjusted EBITDA	$45,163	$51,553	$40,926	$(5,026)	$(60,558)	$—	$72,058
Adjusted EBITDA margin	6.4%	25.8%	19.7%	(2.3)%			5.4%
Rent expense	$134,072	$8,101	$23,015	$39,759	$7,661		$212,608

173

Combined Current Quarter Compared to Predecessor Comparable Quarter

Operating revenue from external customers by line of service was as follows:

	Successor	Predecessor	Predecessor
	Two Months Ended December 31, 2019	One Month Ended October 31, 2019	Three Months Ended December 31, 2018	Favorable (Unfavorable)*
	(In thousands, except percentages)
Oil and gas services	$139,960	$74,255	$214,635	$(420)	(0.2)%
U.K. SAR services	36,822	17,858	54,346	334	0.6%
Fixed wing services	16,395	9,427	46,173	(20,351)	(44.1)%
Corporate and other	145	119	466	(202)	(43.3)%
Total operating revenue	$193,322	$101,659	$315,620	$(20,639)	(6.5)%

*
Calculated by combining the results of the Successor for the one month ended October 31, 2019 and the Predecessor for the two months ended December 31, 2019 for the Combined Current Quarter and comparing such combined results to the results for the Predecessor Comparable Quarter.

The year-over-year decrease in operating revenue was primarily driven by a $21.7 million decrease in fixed wing services revenue in Bristow’s Europe Caspian region as a result of the sale of Eastern Airways on May 10, 2019, partially offset by a $1.8 million increase in fixed wing services revenue in the Africa region as a result of additional routes. Oil and gas revenue decreased slightly year-over-year primarily due to a decrease in the Asia Pacific region primarily from fewer customer contracts driving a decrease in activity, mostly offset by increases in the Europe Caspian, Americas and Africa regions as a result of increases in activity. Also, revenue decreased by $3.3 million compared to the Predecessor Comparable Quarter due to unfavorable changes in foreign currency exchange rates, primarily related to the depreciation of the British pound sterling and Australian dollar versus the U.S. dollar.

For the Combined Current Quarter, Bristow reported a net loss of $656.7 million compared to a net loss of $85.7 million for the Predecessor Comparable Quarter. The year-over-year change in net loss was primarily driven by the following special items for the Combined Current Quarter:

• Organizational restructuring costs of $448.1 million ($430.8 million net of tax) including the following:

○ Fresh-start accounting adjustments loss of $686.1 million ($573.6 million net of tax) recorded in reorganization expense, net on the condensed consolidated statements of operations to allocate Bristow’s Reorganization Value (the fair value of the Successor Company’s total assets) to its individual assets based on their estimated fair values. See Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus for further details;

○ Reorganization professional fees and other of $35.2 million ($29.7 million net of tax) as a result of emergence from Chapter 11 recorded in reorganization expense, net on the condensed consolidated statements of operations including success fees of $14.0 million for advisors, professional fees and other transaction costs of $11.2 million, payment of executive key employee incentive plan of $3.4 million, directors and officers policy prepaid asset write-off of $3.3 million and cancellation of Predecessor equity of $3.3 million;

○ Debt related expenses of $9.4 million ($7.6 million net of tax) included in reorganization items, net, on the condensed consolidated statements of operations, including $1.7 million related to discount write-off and $4.9 million related to deferred financing fees write-off related to the 8.75% Senior Notes, $0.6 million incurred for fees related to the DIP Credit Agreement and $2.2 million incurred for fees related to the ABL facility;

○ Write-off of corporate lease leasehold improvements of $1.7 million ($1.4 million net of tax) included in reorganization items, net, on the condensed consolidated statements of operations;

174

○ Severance costs of $0.4 million ($0.4 million net of tax) included in direct costs and general and administrative expense on the condensed consolidated statements of operations; partially offset by

○ Gain on settlement of liabilities subject to compromise of $265.6 million ($161.6 million net of tax) recorded in reorganization, net on the condensed consolidated statements of operations primarily related to the settlement of the 6¹∕4% Senior Notes due 2022 and 4¹∕2% Convertible Senior Notes due 2023. See Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus for further details;

○ Gain from the reversal of the Backstop Commitment Agreement estimated fees of $19.3 million ($15.2 million net of tax) included in reorganization items, net, on the condensed consolidated statements of operations.

• Fair value of change in preferred stock derivative liability of $133.3 million ($133.3 million net of tax) included in change in fair value of preferred stock derivative liability on the condensed consolidated statements of operations;

• Contingent beneficial conversion feature expense of $56.9 million ($56.9 million net of tax) recorded in interest expense on the condensed consolidated statements of operations resulting from conversion features in the DIP Facility triggered upon emergence from Chapter 11;

• DIP claims liability expense of $15.0 million ($5.0 million net of tax) recorded in interest expense on the condensed consolidated statements of operations;

• Maintenance expense of $10.0 million ($9.8 million net of tax) for the non-cash amortization of power-by-the-hour (“PBH”) contract intangible assets during the two months ended December 31, 2019 (Successor) as a result of fresh-start accounting included in direct costs maintenance expense on the condensed consolidated statement of operations;

• Transaction costs incurred as a result of the pending merger transaction with Era of $0.3 million ($0.3 million net of tax) recorded in general and administrative expense on the condensed consolidated statements of operations; and

• Non-cash tax benefit of $5.4 million from valuation allowances on deferred tax assets.

Additionally, Bristow realized a loss on disposal of assets of $0.1 million ($1.3 million net of tax) during the Combined Current Quarter from the sale or disposal of other equipment.

Excluding the special items described above and the loss on disposal of assets, adjusted net loss was $17.4 million for the Combined Current Quarter. These adjusted results compare to adjusted net loss of $20.0 million for the Predecessor Comparable Quarter. Additionally, adjusted EBITDA improved to $41.7 million for the Combined Current Quarter from $23.9 million in the Predecessor Comparable Quarter.

Adjusted EBITDA and adjusted net loss benefited from foreign currency transaction gains in the Combined Current Quarter as a result of the significant strengthening of the British pound sterling, Australian dollar and Norwegian kroner versus the U.S. dollar, a decrease in rent expense compared to the Predecessor Comparable Quarter and an increase in activity in the Europe Caspian, Americas and Africa regions.

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The table below presents the year-over-year impact of changes in foreign currency exchange rates.

	Successor	Predecessor	Predecessor
	Two Months Ended December 31, 2019	One Month Ended October 31, 2019	Three Months Ended December 31, 2018	Favorable (Unfavorable)*
	(In thousands)
Revenue impact				$(3,332)
Operating expense impact				1,691
Year-over-year income statement translation				(1,641)
Transaction gains (losses) included in other income (expense), net	$3,224	$7,419	$(2,785)	13,428
Líder foreign exchange impact included in earnings from unconsolidated affiliates(1)	—	587	(202)	789
Total	$3,224	$8,006	$(2,987)	14,217
Pre-tax income statement impact				12,576
Less: Foreign exchange impact on depreciation and amortization and interest expense				8
Adjusted EBITDA impact				$12,584
Net income impact (tax affected)				$9,509

*
Calculated by combining the results of the Successor for the one month ended October 31, 2019 and the Predecessor for the two months ended December 31, 2019 for the Combined Current Quarter and comparing such combined results to the results for the Predecessor Comparable Quarter.

(1)
In connection with the Company’s adoption of fresh-start accounting, the Company has elected to report its equity earnings from Líder on a three-month lag reporting basis. The Company will begin recording equity earnings from Líder during the quarter ending March 31, 2020. As such there was no impact from foreign currency exchange rates for the two months ended December 31, 2019.

The most significant foreign currency exchange rate impact related to a $13.4 million favorable impact from transaction gains in the Combined Current Quarter compared to the Predecessor Comparable Quarter and a $0.8 million benefit from favorable foreign currency exchange rate changes from Bristow’s investment in Líder in Brazil. Partially offsetting these favorable benefits was a $1.6 million unfavorable impact from changes in foreign currency exchange rates in the Combined Current Quarter primarily driven by the impact of the depreciating British pound sterling on the translation of results in the Europe Caspian region. During the Combined Current Quarter, the depreciation of the British pound sterling from the Predecessor Comparable Quarter due to a majority of revenue in the Europe Caspian region contracted in British pound sterling with expense being more evenly split between U.S. dollars and British pound sterling, resulting in a significant net revenue exposure to the British pound sterling, translated into lower U.S. dollar earnings for reporting purposes.

Direct cost decreased 8.9%, or $23.4 million, year-over-year primarily due to a $24.2 million decrease due to the sale of Eastern Airways in May 2019 and a $11.8 million decrease in lease costs due to return of leased aircraft and reduction in lease rates as a result of the Chapter 11 process, partially offset by a $12.9 million increase in maintenance expense primarily due to amortization of $10.0 million of PBH contract intangible assets during the two months ended December 31, 2019 (Successor) as a result of fresh-start accounting and additional activity in the Europe Caspian, Americas and Africa regions.

Reimbursable expense decreased 15.2%, or $2.1 million, primarily due to a decrease in activity in the Asia Pacific region, partially offset by an increase in activity in the Europe Caspian region.

Depreciation and amortization expense decreased to $20.1 million for the Combined Current Quarter compared to $30.6 million for the Predecessor Comparable Quarter primarily due to lower depreciation as a result of

176

fresh-start accounting for the two months ended December 31, 2019. The Company recorded all property and equipment at fair value upon emergence and made certain changes to its depreciation policy. For further details, see “—Critical Accounting Policies and Estimates” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

General and administrative expense decreased 2.2%, or $0.9 million, in the Combined Current Quarter, as compared to the Predecessor Comparable Quarter, primarily due to a $2.8 million decrease from the sale of Eastern Airways in May 2019 and a $5.1 million reduction in various other costs, comprised largely of professional fees for transaction costs incurred in the Predecessor Comparable Quarter, partially offset by a $7.0 million increase primarily related to salaries and benefits due to an increase in short-term incentive compensation in the Combined Current Quarter.

Gain (loss) on disposal of assets changed to a gain of $0.1 million for the Combined Current Quarter from a loss of $16.0 million for the Predecessor Comparable Quarter. The gain on disposal of assets in the Combined Current Quarter included a gain of $0.1 million from the sale or disposal of other equipment. During the Predecessor Comparable Quarter, the loss on disposal of assets included $14.0 million for contract termination costs, including progress payments held in construction in process, for an aircraft purchase contract that was terminated in December 2018, $1.4 million for impairment of assets held for sale and a loss of $0.7 million from the sale or disposal of aircraft and other equipment.

Earnings from unconsolidated affiliates, net of losses, increased 104.7%, or $2.6 million, from earnings of $2.5 million in the Predecessor Comparable Quarter to $5.1 million in the Combined Current Quarter. The increase in earnings from unconsolidated affiliates, net of losses, primarily resulted from an increase in earnings from the investment in Cougar in Canada from earnings of $0.9 million in the Predecessor Comparable Quarter to $3.5 million for the Combined Current Quarter due to an increase in activity. As permitted by fresh-start accounting, Bristow elected to transition to lag reporting for reporting the equity earnings of its investment in Líder. Líder equity earnings will be reported on a lag basis of three months consistent with Bristow’s historical practice for recording equity earnings from Cougar.

Interest expense, net, increased 226.6%, or $61.4 million, year-over-year primarily due to $56.9 million non-cash interest expense related to the beneficial conversion feature on the DIP Facility, which was triggered upon emergence, and $15.0 million non-cash interest expense related to the DIP claim liability recorded in the Combined Current Quarter, partially offset by lower interest expense of $7.9 million on the 6¼% Senior Notes due 2022 and 4½% Convertible Senior Notes due 2023 as the unsecured debt was classified as liabilities subject to compromise on the Petition Date upon the filing of the Chapter 11 Cases and Bristow stopped accruing interest expense and $5.7 million lower interest expense on the 8.75% Senior Secured Notes that were paid down in September and October 2019. For further details, see “— Region Operating Results — Interest Expense, Net” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Reorganization items, net represent amounts incurred directly resulting from the Chapter 11 Cases and consists of the following items:

	Predecessor
	One Month Ended October 31, 2019
Fresh-start accounting adjustments loss(1)	$686,116
Gain on settlement of liabilities subject to compromise(2)	(265,591)
Reorganization professional fees and other(3)	35,246
Backstop commitment agreement(4)	(19,250)
Debt related expenses(5)	9,411
Corporate lease termination(6)	1,742
	$447,674

(1)
Fresh-start accounting adjustments to allocate Bristow’s Reorganization Value to its individual assets based on their estimated fair values. See Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus for further details.

177

(2)
Gain on settlement of liabilities subject to compromise primarily related to the settlement of the 6¹∕4% Senior Notes due 2022 and 4¹∕2% Convertible Senior Notes due 2023. See Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus for further details.

(3)
Professional fees and other as a result of emergence from Chapter 11 includes success fees of $14.0 million for advisors, professional fees and other transaction costs of $10.2 million, payment of executive key employee incentive plan of $3.4 million, directors and officers policy prepaid asset write-off of $3.3 million and cancellation of Predecessor equity of $4.3 million.

(4)
Gain from the reversal of the Backstop Commitment Agreement estimated fees.

(5)
Debt related expenses including $1.7 million related to discount write-off and $4.9 million related to deferred financing fees write-off related to the 8.75% Senior Notes, $0.6 million incurred for fees related to the DIP Credit Agreement and $2.2 million incurred for fees related to the ABL facility.

(6)
Write-off of corporate lease leasehold improvements of $1.7 million.

For further details on other income (expense), net and income tax expense, see “— Region Operating Results — Other Income (Expense), Net” and “— Region Operating Results — Taxes” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

As discussed above, results for the Combined Current Quarter were impacted by special items. During the Predecessor Comparable Quarter, special items that impacted results included organizational restructuring costs, transaction costs and tax items. The items noted in the Combined Current Quarter and Predecessor Comparable Quarter have been identified as special items as they are not considered by management to be part of ongoing operations when assessing and measuring the operational and financial performance of the organization. The impact of these items on adjusted EBITDA and adjusted net loss is as follows:

	Successor
	Two Months Ended December 31, 2019
	Adjusted EBITDA	Adjusted Net Loss
	(In thousands)
Change in fair value of preferred stock derivative liability	$(133,315)	$(133,315)
PBH contract intangible assets amortization	(10,024)	(9,765)
Transaction costs	(318)	(251)
Organizational restructuring costs	(23)	(23)
Tax Items	—	7,441
Total special items	$(143,680)	$(135,913)

	Predecessor
	One Month Ended October 31, 2019
	Adjusted EBITDA	Adjusted Net Loss
	(In thousands)
Organizational restructuring costs	(448,062)	(430,764)
DIP Facility beneficial conversion feature	—	(56,870)
DIP claims liability	—	(15,000)
Tax Items	—	(2,087)
Total special items	$(448,062)	$(504,721)

	Predecessor
	Three Months Ended December 31, 2018
	Adjusted EBITDA	Adjusted Net Loss
	(In thousands)
Organization restructuring costs	(2,409)	(2,398)
Transaction costs	(7,159)	(5,656)
Tax items	—	(45,156)
Total special items	$(9,568)	$(53,210)

178

Combined Current Period Compared to Predecessor Comparable Period

Operating revenue from external customers by line of service was as follows:

	Successor	Predecessor	Predecessor
	Two Months Ended December 31, 2019	Seven Months Ended October 31, 2019	Nine Months Ended December 31, 2018	Favorable (Unfavorable)+
			(In thousands, except percentages)
Oil and gas services	$139,960	$521,369	$660,946	$383	0.1%
U.K. SAR services	36,822	128,436	177,594	(12,336)	(6.9)%
Fixed wing services	16,395	72,720	158,876	(69,761)	(43.9)%
Corporate and other	145	394	1,362	(823)	(60.4)%
Total operating revenue	$193,322	$722,919	$998,778	$(82,537)	(8.3)%

*
Calculated by combining the results of the Successor for the seven months ended October 31, 2019 and the Predecessor for the two months ended December 31, 2019 for the Combined Current Period and comparing such combined results to the results for the Predecessor Comparable Period.

The year-over-year decrease in operating revenue was primarily driven by a decrease of $73.8 million in fixed wing services revenue in Bristow’s Europe Caspian region as a result of the sale of Eastern Airways on May 10, 2019 and a decrease of $12.3 million in U.K. SAR services revenue. The decrease in the U.K. SAR services revenue in the Combined Current Period is primarily due to a one-time benefit of $7.6 million in OEM cost recoveries recognized in the Predecessor Comparable Period and unfavorable changes in the British pound sterling versus U.S. dollar foreign currency exchange rate from the Predecessor Comparable Period to the Combined Current Period. Additionally, oil and gas revenue improved from the Predecessor Comparable Period as increases in the Africa, America and Europe Caspian regions primarily due to increases in activity were only partially offset by a decrease in the Asia Pacific region primarily due to fewer customer contracts yielding a decrease in activity. Included within the Favorable (Unfavorable) change presented above, revenue decreased by $27.3 million in the Combined Current Period compared to the Predecessor Comparable Period due to unfavorable changes in foreign currency exchange rates, primarily related to the depreciation of the British pound sterling and Australian dollar versus the U.S. dollar.

For the Combined Current Period, Bristow reported a net loss of $988.9 million compared to a net loss of $261.5 million for the Predecessor Comparable Period. The year-over-year change in net loss was primarily driven by the following special items for the Combined Current Period:

• Organizational restructuring costs of $636.0 million ($593.2 million net of tax), including the following:

○ Fresh-start accounting adjustments loss of $686.1 million ($573.6 million net of tax) recorded in reorganization expense, net on the condensed consolidated statements of operations to allocate Bristow’s Reorganization Value to its individual assets and liabilities based on their estimated fair values. See Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements(Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus for further details;

○ Reorganization professional fees and other of $99.7 million ($88.2 million net of tax), including $13.5 million of prepetition professional fees included in prepetition restructuring charges on the condensed consolidated statements of operations and $86.2 million of post-petition professional fees included in reorganization items, net, on the condensed consolidated statements of operations including professional fees and other transaction costs of $62.2 million, success fees of $14.0 million for advisors, payment of executive key employee incentive plan of $3.4 million, directors and officers policy prepaid asset write-off of $3.3 million and cancellation of Predecessor equity of $3.3 million;

○ Debt related expenses of $48.3 million ($39.1 million net of tax) included in reorganization items, net, on the condensed consolidated statements of operations, including $30.2 million related to

179

discount write-off and $2.3 million related to deferred financing fees write-off related to the 4.5% Convertible Senior Note, $4.1 million for fees incurred related in the $150 million DIP Credit Agreement funded in August 2019, $1.7 million related to discount write-off and $7.3 million related to deferred financing fees write-off related to the 8.75% Senior Notes, $0.6 million incurred for fees related to the DIP Credit Agreement and $2.2 million incurred for fees related to the ABL facility;

○ Settlement charges of $31.8 million ($25.1 million net of tax) included in reorganization items, net on the condensed consolidated statements of operations relating to the rejection during Chapter 11 of Bristow’s aircraft purchase contract for 22 H175 helicopters with Airbus;

○ Lease termination costs of $30.2 million ($23.9 million net of tax) included in reorganization items, net, on the condensed consolidated statements of operations relating to the rejection of ten aircraft leases rejected in June 2019 including nine S-76C+s and one S-76D;

○ Severance costs of $4.6 million ($4.6 million net of tax) included in direct costs and general and administrative expense on the condensed consolidated statements of operations;

○ Corporate lease termination costs of $2.8 million ($2.2 million net of tax) included in reorganization items, net, on the condensed consolidated statements of operations including $1.7 million for write-off of corporate lease leasehold improvements; partially offset by

○ Gain on settlement of liabilities subject to compromise of $265.6 million ($161.6 million net of tax) recorded in reorganization, net on the condensed consolidated statements of operations primarily related to the settlement of the 6¹∕4% Senior Notes due 2022 and 4¹∕2% Convertible Senior Notes due 2023. See Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus for further details; and

○ A benefit of $1.9 million ($1.9 million net of tax) included in direct cost on the condensed consolidated statements of operations, resulting from an adjustment to the allowed claim associated with our return of four H225 model aircraft in May 2019; and

• Fair value of preferred stock derivative liability of $133.3 million ($133.3 million net of tax) included in fair value of preferred stock derivative liability on the condensed consolidated statements of operations;

• Loss on impairment of $62.1 million ($53.3 million net of tax) included in loss on impairment on the condensed consolidated statements of operations resulting from:

○ $42.0 million impairment of H225 aircraft;

○ $17.5 million impairment of Airnorth goodwill; and

○ $2.6 million impairment of Bristow’s investment in Sky Future Partners.

• Contingent beneficial conversion feature expense of $56.9 million ($56.9 million net of tax) recorded in interest expense on the condensed consolidated statements of operations resulting from conversion features in the DIP Facility triggered upon emergence from Chapter 11;

• Loss on sale of subsidiaries of $55.9 million ($55.9 million net of tax) included in loss on sale of subsidiaries on the condensed consolidated statements of operations, resulting from the sale of Eastern Airways, Bristow Helicopters Leasing Limited (“BHLL”) and Aviashelf;

• DIP claims liability expense of $15.0 million ($15.0 million net of tax) recorded in interest expense on the condensed consolidated statements of operations;

• H225 lease return costs of $10.8 million ($10.8 million net of tax) included in direct cost on the condensed consolidated statements of operations, resulting from costs associated with Bristow’s return of four H225 model aircraft in May 2019 including $4.3 million paid in lease return costs in the Combined Current Period and $10.6 million in future rent and return costs, partially offset by the write-off of $6.0 million of deferred credits for OEM settlements that were being recognized over the remaining life of the leases;

180

• Maintenance expense of $10.0 million ($9.8 million net of tax) for the non-cash amortization of power-by-the-hour (“PBH”) contract intangible assets during the two months ended December 31, 2019 (Successor) as a result of fresh-start accounting included in direct costs on the condensed consolidated statement of operations

• Financing fees of $2.6 million ($2.3 million net of tax) included in interest expense on the condensed consolidated statements of operations related to the DIP Credit Agreement;

• Write-off of a portion of deferred financing fees and discount of $1.9 million ($1.5 million net of tax) included in interest expense on the condensed consolidated statements of operations related to a portion of Bristow’s 8.75% Senior Secured Notes which were purchased in a Tender Offer in September 2019;

• Transaction costs incurred as a result of the pending merger transaction with Era of $0.3 million ($0.3 million net of tax) recorded in general and administrative expense on the condensed consolidated statements of operations; and

• Non-cash tax expense of $2.1 million from valuation allowances on deferred tax assets.

Additionally, Bristow realized a loss on disposal of assets of $3.9 million ($2.5 million net of tax) during the Combined Current Period from the sale or disposal of three aircraft and other equipment.

The Predecessor Comparable Period results benefited from the impact of $17.6 million of OEM cost recoveries realized in the Predecessor Comparable Period that resulted in a one-time benefit of $7.6 million in U.K. SAR operating revenue as discussed above, a $6.9 million reduction in rent expense and a $3.1 million reduction in direct cost.

Excluding the special items and the loss on disposal of assets discussed above, adjusted net loss was $56.2 million for the Combined Current Period. These adjusted results compare to adjusted net loss of $76.7 million for the Predecessor Comparable Period. Additionally, adjusted EBITDA improved to $105.2 million in the Combined Current Period from $72.5 million in the Predecessor Comparable Period. The benefit from the OEM cost recoveries described above is included within adjusted net income and adjusted EBITDA in the Predecessor Comparable Period.

Adjusted EBITDA and adjusted net loss benefited from the sale of Eastern Airways, a decrease in salaries and benefits, rent and general and administrative expense, and increase in earnings from unconsolidated affiliates compared to the Predecessor Comparable Period. These items were partially offset by OEM cost recoveries realized in the Predecessor Comparable Period that did not recur in the Combined Current Period.

The table below presents the year-over-year impact of changes in foreign currency exchange rates.

	Successor	Predecessor
	Two Months Ended December 31, 2019	Seven Months Ended October 31, 2019	Nine Months Ended December 31, 2018	Favorable (Unfavorable)*
			(In thousands)
Revenue impact				(27,296)
Operating expense impact				23,546
Year-over-year income statement translation				(3,750)
Transaction gains (losses) included in other income (expense), net	3,224	(1,327)	$(8,121)	10,018
Líder foreign exchange impact included in earnings from unconsolidated affiliates(1)	—	(1,123)	(3,800)	2,677
Total	3,224	(2,450)	$(11,921)	12,695

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	Successor	Predecessor
	Two Months Ended December 31, 2019	Seven Months Ended October 31, 2019	Nine Months Ended December 31, 2018	Favorable (Unfavorable)*
			(In thousands)
Pre-tax income statement impact				8,945
Less: Foreign exchange impact on depreciation and amortization and interest expense				2
Adjusted EBITDA impact				$8,947
Net income impact (tax affected)				$6,292

*
Calculated by combining the results of the Successor for the seven months ended October 31, 2019 and the Predecessor for the two months ended December 31, 2019 for the Combined Current Period and comparing such combined results to the results for the Predecessor Comparable Period.

(1)
In connection with the Company’s adoption of fresh-start accounting, the Company has elected to report its equity earnings from Líder on a three-month lag reporting basis. The Company will begin recording equity earnings from Líder during the quarter ending March 31, 2020. As such there was no impact from foreign currency exchange rates for the two months ended December 31, 2019.

The most significant foreign currency exchange rate impact related to a $10.0 million favorable impact from transaction gains in the Combined Current Period compared transaction losses in the Predecessor Comparable Period and a $2.7 million decrease in unfavorable foreign currency exchange rate impact from Bristow’s investment in Líder in Brazil. Partially offsetting these favorable impacts was a $3.8 million unfavorable impact from changes in foreign currency exchange rates in the Combined Current Period primarily driven by the impact of the depreciating British pound sterling on the translation of Bristow’s results in its Europe Caspian region. During the Combined Current Period, the depreciation of the British pound sterling from the Predecessor Comparable Period due to a majority of Bristow’s revenue in its Europe Caspian region contracted in British pound sterling with its expense being more evenly split between U.S. dollars and British pound sterling, resulting in a significant net revenue exposure to the British pound sterling translated into lower U.S. dollar earnings for reporting purposes.

Direct costs decreased 10.5%, or $86.2 million, year-over-year primarily due to a $70.3 million decrease due to the sale of Eastern Airways on May 10, 2019, a $14.8 million decrease in lease costs primarily due to the return of leased aircraft and reduction in lease rates as a result of the Chapter 11 process and a $10.9 million decrease in salaries and benefits primarily due to a reduction in headcount as a result of fewer customer contracts driving lower activity in Bristow’s Asia Pacific region, partially offset by a $12.0 million increase in maintenance expense primarily due to the amortization of PBH contract intangible assets during the two months ended December 31, 2019 (Successor) as a result of fresh-start accounting.

Reimbursable expense decreased 9.4%, or $4.2 million, primarily due to fewer customer contracts resulting in a decrease in activity in Bristow’s Asia Pacific region, partially offset by an increase in activity in Bristow’s Americas and Europe Caspian regions.

Prepetition restructuring charges include professional fees incurred prior to May 11, 2019 related to Bristow’s Chapter 11 Cases.

Depreciation and amortization expense decreased to $82.8 million for the Combined Current Period compared to $92.0 million for the Predecessor Comparable Period. The decrease in depreciation and amortization expense is primarily due to lower depreciation as a result of fresh-start accounting for the two months ended December 31, 2019 (Successor). The Company recorded all property and equipment at fair value upon emergence and made certain changes to its depreciation policy. For further details, see “Critical Accounting Policies and Estimates” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

General and administrative expense decreased 4.6%, or $5.5 million, in the Combined Current Period, as compared to the Predecessor Comparable Period primarily due to a $7.4 million decrease due to the sale of Eastern Airways in May 2019 and a $6.1 million decrease in various other costs including information technology and travel expenses, partially offset by an increase of $8.0 million related to salaries and benefits due to an increase in short-term incentive compensation in the Combined Current Period.

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Loss on impairment for the Combined Current Period includes impairment charges of $42.0 million for H225 aircraft, $17.5 million for Airnorth goodwill and $2.6 million for Bristow’s investment in Sky Future Partners all of which occurred in the Predecessor Period. Loss on impairment for the Predecessor Comparable Period includes impairment charges of $87.5 million for H225 aircraft, $8.9 million for H225 inventory, and $20.8 million for Eastern Airways assets, including $17.5 million for aircraft and equipment, $3.0 million for intangible assets and $0.3 million for inventory. For further details, see Note 1 in the “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Loss on disposal of assets decreased $15.1 million, to a loss of $3.9 million for the Combined Current Period from a loss of $19.0 million for the Predecessor Comparable Period. The loss on disposal of assets in the Combined Current Period included a loss of $3.9 million from the sale or disposal of three aircraft and other equipment for proceeds of $5.5 million. During the Predecessor Comparable Period, the loss on disposal of assets included a loss of $3.7 million from the sale or disposal of three aircraft and other equipment for proceeds of $9.1 million.

Earnings from unconsolidated affiliates, net of losses, increased $5.7 million to earnings of $8.1 million for the Combined Current Period from earnings of $2.4 million in the Predecessor Comparable Period. This improvement primarily resulted from a $5.1 million increase in earnings from Bristow’s investment in Cougar in Canada for the Combined Current Period due to an increase in activity. As permitted by fresh-start accounting, Bristow elected to transition to lag reporting for reporting the equity earnings of its investment in Líder. Líder equity earnings will be reported on a lag basis of three months consistent with Bristow’s historical practice for recording equity earnings from Cougar.

Interest expense, net, increased 70.2%, or $56.6 million, year-over-year primarily due to $56.9 million non-cash interest expense related to the beneficial conversion feature on the DIP Facility, $15.0 million of non-cash interest expense recorded related the DIP equitization consent fee and $7.1 million of interest expense on Bristow’s 2019 Term Loan which Bristow borrowed against on May 10, 2019 and the DIP Credit Agreement which Bristow borrowed against on August 26, 2019, partially offset by lower interest expense of $20.2 million on Bristow’s 6¹∕4% Senior Notes due 2022 and 4¹∕2% Convertible Senior Notes due 2023 as the unsecured debt was classified as liabilities subject to compromise on the Petition Date upon the filing of the Chapter 11 Cases and Bristow stopped accruing interest expense and $6.0 million less interest expense on its 8.75% Senior Secured Notes which were paid off during the Combined Current Period. Bristow incurred $2.6 million of financing fees for the DIP Credit Agreement that we wrote-off in the Combined Current Period and recorded $1.9 million of expense for the write-off of a portion of the 8.75% Senior Secured Notes debt issuance fees and discount due to the early repayment of $74.8 million of the 8.75% Senior Secured Notes in September 2019. In addition, interest income was lower in the Combined Current Period due to lower average cash balances. For further details on debt, see Notes 2 and 7 in the “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Reorganization items, net represent amounts incurred directly resulting from the Chapter 11 Cases and consists of the following items:

	Predecessor
	Seven Months Ended October 31, 2019
Fresh-start accounting adjustments loss(1)	$686,116
Gain on settlement of liabilities subject to compromise(2)	(265,591)
Reorganization professional fees and other(3)	86,210
Debt related expenses(4)	48,328
H175 Settlement(5)	31,830
Lease rejection costs(6)	30,221
Corporate lease termination(7)	2,805
H225 lease return(8)	(1,946)
	$617,973

(1)
Fresh-start accounting adjustments to allocate Bristow’s Reorganization Value to its individual assets based on their estimated fair values. See Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus for further details.

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(2)
Gain on settlement of liabilities subject to compromise primarily related to the settlement of the 6.25% Senior Notes due 2022 and 4.5% Convertible Senior Notes due 2023. See Note 3 to Bristow’s “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus for further details.

(3)
Reorganization professional fees and other includes professional fees and other transaction costs of $62.2 million, success fees of $14.0 million for advisors, payment of executive key employee incentive plan of $3.4 million, directors and officers policy prepaid asset write-off of $3.3 million and cancellation of Predecessor equity of $3.3 million.

(4)
Debt related expenses includes $30.2 million related to discount write-off and $2.3 million related to deferred financing fees write-off related to the 4.5% Convertible Senior Note, $4.1 million for fees incurred related in the $150 million DIP Credit Agreement funded in August 2019, $1.7 million related to discount write-off and $7.3 million related to deferred financing fees write-off related to the 8.75% Senior Notes, $0.6 million incurred for fees related to the DIP Credit Agreement and $2.2 million incurred for fees related to the ABL facility.

(5)
Relates to the rejection of Bristow’s aircraft purchase contract for the 22 H175 helicopters.

(6)
Relates to ten aircraft leases rejected in June 2019 including nine S-76C+s and one S-76D.

(7)
Includes $1.1 million for corporate lease costs and $1.7 million for write-off of corporate lease leasehold improvements.

(8)
Relates to adjustment of the allowed claim for the Milestone Omnibus Agreement.

Loss on sale of subsidiaries includes a $46.9 million loss on the sale of Eastern Airways and $9.0 million loss on the sale of Aviashelf and BHLL recorded in the Predecessor period. For further details, see Note 1 in the “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

For further details on other income (expense), net and income tax expense, see “— Region Operating Results — Other Income (Expense), Net” and “— Region Operating Results — Taxes” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

As discussed above, Bristow’s results for the Combined Current Period were impacted by special items and the loss on disposal of assets. The items noted in the Combined Current Period and Predecessor Comparable Period have been identified as special items as they are not considered by management to be part of Bristow’s ongoing operations when assessing and measuring the operational and financial performance of the organization. The impact of these items on adjusted EBITDA and adjusted net loss is as follows:

	Successor
	Two Months Ended December 31, 2019
	Adjusted EBITDA	Adjusted Net Loss
	(In thousands)
Change in fair value of preferred stock derivative liability	$(133,315)	$(133,315)
Transaction costs	(318)	(251)
Organizational restructuring costs	(23)	(23)
PBH contract intangible assets amortization	(10,024)	(9,765)
Tax Items	—	7,441
Total special items	$(143,680)	$(135,913)

	Predecessor
	Seven Months Ended October 31, 2019
	Adjusted EBITDA	Adjusted Net Loss
	(In thousands)
Organizational restructuring costs	$(635,987)	$(593,221)
Loss on impairment	(62,101)	(53,276)
Loss on sale of subsidiaries	(55,883)	(55,883)
H225 Lease Return	(10,844)	(10,844)
Contingent beneficial conversion feature	—	(56,870)
DIP claims liability	—	(15,000)
DIP financing fee write-off	—	(2,350)
Early extinguishment of debt	—	(1,499)
Tax Items	—	(5,382)
Total special items	$(764,815)	$(794,325)

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	Nine Months Ended December 31, 2018
	Adjusted EBITDA	Adjusted Net Loss
	(In thousands)
Loss on impairment	$(117,220)	$(101,105)
Organizational restructuring costs	(6,855)	(6,501)
Transaction costs	(8,406)	(6,641)
Tax items	—	(55,463)
Total special items	$(132,481)	$(169,710)

Fiscal Year 2019 Compared to Fiscal Year 2018

Operating revenue from external customers by line of service was as follows:

	Fiscal Year Ended March 31,		Favorable (Unfavorable)
	2019	2018
	(In thousands, except percentages)
Oil and gas services	$877,938	$936,475	$(58,537)	(6.3)%
U.K. SAR services	232,722	222,965	9,757	4.4%
Fixed wing services	195,412	209,719	(14,307)	(6.8)%
Corporate and other	1,835	4,278	(2,443)	(57.1)%
Total operating revenue	$1,307,907	$1,373,437	$(65,530)	(4.8)%

Bristow reported a net loss of $336.8 million and $194.7 million for fiscal years 2019 and 2018, respectively. The year-over-year increase in net loss was primarily driven by a decrease in revenue, higher interest expense, lower benefit for income taxes, increased loss due to impairment and disposal of assets, lower earnings from unconsolidated affiliates and increased other expense, partially offset by lower direct cost and general and administrative expense.

Revenue decreased 4.5%, or $64.3 million, year-over-year, primarily driven by a decrease in oil and gas services and fixed wing services. Bristow’s oil and gas services experienced declines in its Africa region, Asia Pacific region, U.K. operations within its Europe Caspian region and Canada operations within its Americas region. Bristow’s fixed wing services experienced declines at Eastern Airways and Airnorth. The decreases in oil and gas services and fixed wing services were partially offset by an increase in U.K. SAR services revenue primarily due to a one-time benefit of $7.6 million in OEM cost recoveries recognized in fiscal year 2019. See further discussion of operating revenue by region under “— Region Operating Results.” In addition to operational impacts, revenue was negatively affected by $17.2 million in fiscal year 2019 compared to fiscal year 2018 due to changes in foreign currency exchange rates. On May 10, 2019, Bristow sold Eastern Airways. See further discussion of the sale under “— Recent Events.”

Interest expense, net, increased 42.8%, or $33.0 million, year-over-year primarily due to an increase in borrowings and an increase in amortization of debt discount, partially offset by an increase in interest income as a result of an increase in cash and cash invested at higher rates. Additionally, during fiscal year 2018, Bristow wrote-off $3.0 million of deferred financing fees related to the early extinguishment of debt, which did not recur in fiscal year 2019.

Benefit for income taxes decreased $30.7 million year-over-year primarily due to valuation allowances on deferred tax assets in fiscal year 2019 compared to benefits related to the revaluation of net deferred tax liabilities to a lower tax rate as a result of the Tax Cuts and Jobs Act (the “Act”), partially offset by the impact of the one-time transition tax on the repatriation of foreign earnings under the Act in fiscal year 2018.

Loss on impairment for fiscal year 2019 includes $87.5 million and $8.9 million impairment of H225 aircraft and inventory, respectively, and $20.8 million impairment of Eastern Airways assets, including $17.5 million, $3.0 million and $0.3 million for aircraft and equipment, intangible assets and inventory, respectively. Loss on impairment for fiscal year 2018 includes an $85.7 million impairment of Bristow’s investment in Líder and $5.7 million of inventory impairments.

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Loss on disposal of assets increased $10.2 million to a loss of $27.8 million for fiscal year 2019 from a loss of $17.6 million for fiscal year 2018. The loss on disposal of assets in fiscal year 2019 included $14.7 million of contract termination costs for an aircraft purchase contract that was terminated and aircraft options that were cancelled, $8.1 million for impairment of assets held for sale and a loss of $5.0 million from the sale or disposal of aircraft and other equipment. The loss on disposal of assets in fiscal year 2018 included impairment charges of $8.7 million related to assets held for sale, a loss of $1.7 million from the sale or disposal of aircraft and other equipment and a $7.2 million impairment and loss on disposal related to the Bristow Academy sale.

Earnings from unconsolidated affiliates, net of losses, decreased $14.4 million to earnings of $4.3 million for fiscal year 2019 from earnings of $18.7 million in fiscal year 2018. The decrease primarily resulted from losses from Bristow’s investment in Líder of $2.1 million for fiscal year 2019 compared to earnings of $7.2 million in fiscal year 2018 primarily due to a decline in activity and an unfavorable impact of foreign currency exchange rates. Bristow’s earnings from Líder in fiscal years 2019 and 2018 were reduced by the unfavorable impact of foreign currency exchange rate changes of $4.2 million and $2.0 million, respectively. Also, Bristow’s earnings from its investment in Cougar decreased $5.0 million from fiscal year 2019 to fiscal year 2018 due to a decline in activity.

Direct cost decreased 3.9%, or $43.5 million, year-over-year, primarily due to a $41.3 million reduction in salaries and benefits from lower headcount across all regions as a result of organizational restructuring efforts and a $15.5 million decrease in rent expense from the return of leased aircraft, partially offset by a $9.9 million increase in fuel primarily resulting from an increase in fuel prices and a $3.4 million increase in various other direct costs.

General and administrative expense decreased 1.6%, or $2.9 million, year-over-year, primarily due to a $25.0 million decrease in compensation expense (primarily due to decreases of $14.8 million in short-term and long-term incentive compensation costs and $7.6 million and $2.6 million in severance costs and salaries and benefits, respectively, due to a reduction in headcount across all regions from organizational restructuring efforts) and an $11.0 million decrease in information technology, travel, training and various other expenses. These decreases were mostly offset by a $13.1 million increase in professional fees incurred in fiscal year 2019 for the Columbia transaction and related financing transactions and a $20.0 million termination fee paid in February 2019.

Other expense, net increased $5.9 million primarily due to higher foreign currency transaction losses in fiscal year 2019 and an increase in pension related costs in fiscal year 2019. For further details on other income (expense), net, see “— Region Operating Results — Other Income (Expense), Net” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Fiscal year 2019 results benefited from the realization of $18.9 million of OEM cost recoveries realized as a one-time benefit of $7.6 million in U.K. SAR operating revenue, a $7.9 million reduction in rent expense (included in direct cost) and a $3.4 million reduction in direct cost. Fiscal year 2018 benefited from a reduction in rent expense of $16.6 million included in direct costs related to OEM cost recoveries. For further details, see Note 1 in the “Notes to Consolidated Financial Statements (Audited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The net loss for fiscal year 2019 was significantly impacted by the following special items:

• Loss on impairment totaling $117.2 million ($101.1 million net of tax) including:

○ $87.5 million and $8.9 million impairment of H225 aircraft and inventory, respectively, and

○ $20.8 million impairment of Eastern Airways assets, including $17.5 million, $3.0 million and $0.3 million for aircraft and equipment, intangible assets and inventory, respectively,

• Non-cash tax expense of $62.7 million including $51.0 million from valuation allowances on deferred tax assets and $11.6 million from the Act,

• Transaction costs of $32.8 million ($25.9 million net of tax) included in general and administrative expense, resulting from the Columbia transaction and related financing transactions, including a $20.0 million termination fee paid in February 2019,

186

• Organizational restructuring costs of $11.9 million ($11.0 million net of tax) included in direct cost and general and administrative expense, resulting from separation programs across Bristow’s global organization designed to increase efficiency and reduce costs, and

• CEO retirement costs of $1.0 million ($0.8 million net of tax) included in general and administrative expense.

Excluding the special items described above and the loss on disposal of assets, adjusted net loss was $113.0 million for fiscal year 2019. These adjusted results compare to adjusted net loss of $74.0 million for fiscal year 2018. Adjusted EBITDA decreased to $92.8 million in fiscal year 2019 from $106.4 million in fiscal year 2018.

The year-over-year change in adjusted EBITDA was primarily driven by the decline in oil and gas revenue and lower earnings from unconsolidated affiliates in fiscal year 2019, partially offset by a decrease in direct costs and general and administrative expense. The year-over-year change in adjusted net loss was impacted by the same items that impacted adjusted EBITDA as well as higher interest expense, partially offset by a more favorable adjusted effective tax rate in fiscal year 2019.

The table below presents the year-over-year impact of changes in foreign currency exchange rates.

	Fiscal Years Ended March 31,		Favorable (Unfavorable)
	2019	2018
	(in thousands)
Revenue impact			$(17,233)
Operating expense impact			22,847
Year-over-year income statement translation			5,614
Transaction losses included in other income (expense), net	$(5,163)	$(2,580)	(2,583)
Líder foreign exchange impact included in earnings from unconsolidated affiliates	(4,163)	(1,956)	(2,207)
Total	$(9,326)	$(4,536)	(4,790)
Pre-tax income statement impact			824
Less: Foreign exchange impact on depreciation and amortization and interest expense			146
Adjusted EBITDA impact			$970
Net income impact (tax affected)			$1,134

As discussed above, Bristow’s results for fiscal year 2019 were impacted by a number of special items. In fiscal year 2018, special items that impacted Bristow’s results included organizational restructuring costs, loss on impairment (investment in unconsolidated affiliates and inventory), early extinguishment of debt and tax items. For further details on the special items impacting fiscal year 2018, see “— Fiscal Year 2018 Compared to Fiscal Year 2017” below. The items noted in fiscal years 2019 and 2018 have been identified as special items as they are not considered by management to be part of ongoing operations when assessing and measuring the operational and financial performance of Bristow. The impact of these items on adjusted EBITDA and adjusted net loss is as follows:

	Fiscal Year Ended March 31, 2019
	Adjusted EBITDA	Adjusted Net Loss
	(In thousands)
Loss on impairment	$117,220	$101,105
Transaction cost	32,800	25,912
Organizational restructuring costs	11,897	10,984
CEO retirement cost	977	772
Tax items	—	62,667
Total special items	$162,894	$201,440

187

	Fiscal Year Ended March 31, 2018
	Adjusted EBITDA	Adjusted Net Loss
	(In thousands)
Loss on impairment	$91,400	$63,222
Organizational restructuring costs	23,627	17,633
Early extinguishment of debt	—	2,123
Tax items	—	(22,865)
Total special items	$115,027	$60,113

Fiscal Year 2018 Compared to Fiscal Year 2017

Operating revenue from external customers by line of service was as follows:

	Fiscal Year Ended March 31,
	2018	2017	Favorable (Unfavorable)
	(In thousands, except percentages)
Oil and gas services	$936,475	$944,229	$(7,754)	(0.8)%
U.K. SAR services	222,965	189,555	33,410	17.6%
Fixed wing services	209,719	191,609	18,110	9.5%
Corporate and other	4,278	10,037	(5,759)	(57.4)%
Total operating revenue	$1,373,437	$1,335,430	$38,007	2.8%

Bristow reported a net loss of $194.7 million and $169.6 million for fiscal years 2018 and 2017, respectively. The year-over-year increase in net loss was primarily driven by a higher loss on impairment, a decline in oil and gas services revenue and higher interest expense. These unfavorable changes were partially offset by higher revenue from U.K. SAR and fixed wing services in fiscal year 2018 discussed below, a tax benefit in fiscal year 2018 compared to tax expense in fiscal year 2017 and a decrease in general and administrative expense.

Revenue increased 3.3%, or $45.9 million, year-over-year, primarily driven by the increase in U.K. SAR services revenue due to additional bases coming online in fiscal years 2017 and 2018 and the increase in operating revenue from Bristow’s fixed wing services in its Europe Caspian, Asia Pacific and Africa regions. These increases were partially offset by a decrease in Bristow’s oil and gas services driven by declines in its Africa and Asia Pacific regions, partially offset by increases in oil and gas services in its Americas and Europe Caspian regions. See further discussion of operating revenue by region under “— Region Operating Results.” In addition to operational impacts, changes in foreign currency exchange rates during fiscal year 2018 resulted in $14.2 million of the increase year-over-year in gross revenue.

Interest expense, net, increased 54.4%, or $27.1 million, year-over-year, primarily due to an increase in interest expense resulting from an increase in borrowings at higher borrowing rates and a decrease in capitalized interest resulting from lower average construction in progress. Additionally, during fiscal year 2018, Bristow wrote-off $3.0 million of deferred financing fees related to the early extinguishment of debt.

Benefit (provision) for income taxes increased $63.5 million year-over-year, primarily due to revaluation of net deferred tax liabilities to a lower tax rate as a result of the Act and net reversal of valuation allowances on deferred tax assets. These benefits were partially offset by the impact of the one-time transition tax on the repatriation of foreign earnings under the Act and a one-time non-cash tax expense due to the repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions. For further details on income tax expense, see “— Region Operating Results — Taxes” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Loss on impairment for fiscal year 2018 includes the items discussed above. Loss on impairment for fiscal year 2017 includes $8.7 million of goodwill impairment related to Eastern Airways and $7.6 million of inventory impairments.

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Loss on disposal of assets increased $3.1 million to a loss of $17.6 million for fiscal year 2018 from a loss of $14.5 million for fiscal year 2017. The loss on disposal of assets in fiscal year 2018 included impairment charges of $8.7 million related to assets held for sale, a loss of $1.7 million from the sale or disposal of aircraft and other equipment and a $7.2 million impairment and loss on disposal related to the Bristow Academy sale. During fiscal year 2017, the loss on disposal of assets included impairment charges of $12.5 million related to assets held for sale and a loss of $2.0 million from the sale or disposal of aircraft and other equipment.

Earnings from unconsolidated affiliates, net of losses, decreased $1.6 million to earnings of $18.7 million for fiscal year 2018 from earnings of $20.3 million in fiscal year 2017. The decrease primarily resulted from reduced earnings from Bristow’s investments in Cougar of $1.5 million (primarily due to a decline in activity), and Líder of $0.9 million (primarily due to a decline in activity, partially offset by less of an unfavorable impact of foreign currency exchange rates), partially offset by higher dividend received from Bristow’s investment in Petroleum Air Services of $0.5 million. Bristow’s earnings from Líder in fiscal years 2018 and 2017 were reduced by the unfavorable impact of foreign currency exchange rate changes of $2.0 million and $3.2 million, respectively.

Direct costs increased 1.8%, or $20.2 million, year-over-year, primarily due to a $21.4 increase in maintenance expense and a $13.7 million increase in fuel, both of which are primarily due to an increase in activity, partially offset by a $6.1 million decrease in freight costs due to higher shipping costs incurred during fiscal year 2017 in Bristow’s Africa region to move aircraft back to the U.S. to be sold, a $5.7 million decrease in rent expense primarily due to OEM credits and $3.1 million decrease in various other costs.

Reimbursable expense increased 18.0%, or $9.0 million, primarily due to new contracts in Australia and Norway.

Depreciation and amortization increased 4.5%, or $5.3 million, to $124.0 million for fiscal year 2018 from $118.7 million for fiscal year 2017. This increase in depreciation and amortization expense is primarily due to additional new aircraft and information technology costs being capitalized and depreciated in fiscal year 2018, partially offset by a $2.8 million reduction in depreciation expense related to OEM cost recoveries. Additionally, Bristow recorded accelerated depreciation of $10.4 million in fiscal year 2017 as a result of fleet changes for older aircraft.

General and administrative expense decreased 5.3%, or $10.4 million, year-over-year, primarily due to a $7.2 million decrease in compensation expense from lower salaries and benefits due to a reduction in corporate headcount and a $5.3 million decrease in professional fees, partially offset by a $2.1 million increase in various other costs primarily including rent expense.

Other expense, net decreased $0.6 million to other expense of $3.0 million for fiscal year 2018 compared to other expense of $3.5 million for fiscal year 2017 primarily due to lower pension related costs in fiscal year 2018 compared to fiscal year 2017. For further details on other income (expense), net, see “— Region Operating Results — Other Income (Expense), Net” included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The net loss for fiscal year 2018 was significantly impacted by the following items:

• Loss on impairment totaling $91.4 million, including:

• Impairment of investment in unconsolidated affiliates of $85.7 million ($58.7 million net of tax) related to impairment of Bristow’s investment in Líder, and

• Impairment of inventories of $5.7 million ($4.6 million net of tax);

• Organizational restructuring costs of $23.6 million ($17.6 million net of tax), which includes severance expense of $22.3 million related to separation programs across Bristow’s global organization designed to increase efficiency and reduce costs and other restructuring costs of $1.3 million; $11.6 million of restructuring costs are included in direct costs and $12.0 million are included in general and administrative expense; and

• Early extinguishment of debt of $3.1 million ($2.1 million net of tax) included in interest expense, which includes $3.0 million related to write-off of deferred financing fees and $0.1 million related to write-off of discount on debt; partially offset by

• A non-cash benefit of $22.9 million from tax items, including a $53.0 million benefit related to the revaluation of net deferred tax liabilities to a lower tax rate as a result of the Act and net reversal of

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valuation allowances on deferred tax assets of $2.6 million, partially offset by the impact of the one-time transition tax on the repatriation of foreign earnings under the Act of $30.3 million and a one-time non-cash tax expense of $2.4 million from repositioning of certain aircraft from one tax jurisdiction to another related to recent financing transactions.

Excluding the special items described above and the loss on disposal of assets, adjusted net loss was $74.0 million for fiscal year 2018. These adjusted results compare to adjusted net loss of $73.6 million for fiscal year 2017. Adjusted EBITDA increased to $106.4 million in fiscal year 2018 from $72.1 million in fiscal year 2017.

The year-over-year increase in adjusted EBITDA was primarily driven by higher revenue from U.K. SAR and fixed wing services in fiscal year 2018 and a decrease in general and administrative expense primarily from lower salaries and benefits in fiscal year 2018, partially offset by the decline in oil and gas revenue. Adjusted net loss was impacted by the same items that impacted adjusted EBITDA, as well as increased tax benefit offset by higher interest expense. Results for fiscal year 2018 were also positively impacted by a reduction in rent expense of $16.6 million included in direct costs related to OEM cost recoveries.

The table below presents the year-over-year impact of changes in foreign currency exchange rates.

	Fiscal years ended March 31,		Favorable (Unfavorable)
	2018	2017
	(in thousands)
Revenue impact			$14,150
Operating expense impact			(16,178)
Year-over-year income statement translation			(2,028)
Transaction gains (losses) included in other income (expense), net	$(2,580)	$(2,948)	368
Líder foreign exchange impact included in earnings from unconsolidated affiliates	(1,956)	(3,193)	1,237
Total	$(4,536)	$(6,141)	1,605
Pre-tax income statement impact			(423)
Less: Foreign exchange impact on depreciation and amortization and interest expense			1,282
Adjusted EBITDA impact			$859
Net income impact (tax affected)			$2,993

As discussed above, Bristow’s results for fiscal year 2018 were impacted by a number of special items. In fiscal year 2017, special items that impacted Bristow’s results included organizational restructuring costs, loss on impairment (goodwill and inventories), additional depreciation expense resulting from fleet changes, the reversal of Airnorth contingent consideration and tax items. The items noted in fiscal years 2018 and 2017 have been identified as special items as they are not considered by management to be part of ongoing operations when assessing and measuring the operational and financial performance of Bristow. The impact of these items on adjusted EBITDA and adjusted net income is as follows:

	Fiscal Year Ended March 31, 2017
	Adjusted EBITDA	Adjusted Net Income
	(In thousands)
Organizational restructuring costs	$20,897	$14,998
Additional depreciation expense resulting from fleet changes	—	6,843
Loss on impairment	16,278	12,566
Reversal of Airnorth contingent consideration	(5,898)	(5,898)
Tax items	—	59,479
Total special items	$31,277	$87,988

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Region Operating Results

The following tables set forth certain operating information for the regions comprising Bristow’s industrial aviation services segment. Intercompany lease revenue and expense are eliminated from Bristow’s segment reporting, and depreciation expense of aircraft is presented in the region that operates the aircraft.

Set forth below is a discussion of the operations of Bristow’s regions. Bristow’s consolidated results are discussed under “Results of Operations” above.

Europe Caspian

The Europe Caspian region comprises all of Bristow’s operations and affiliates in Europe, including oil and gas operations in the U.K. and Norway and public sector SAR operations in the U.K. and Bristow’s operations in Turkmenistan. Additionally, the Europe Caspian region included Eastern Airways fixed wing operations until the sale on May 10, 2019.

	Successor	Predecessor
	Two Months Ended December 31, 2019	One Month Ended October 31, 2019	Three Months Ended December 31, 2018	Favorable (Unfavorable)*
	(In thousands, except percentages)
Operating revenue	$110,648	$57,141	$180,829	$(13,040)	(7.2)%
Operating income	$1,869	$3,112	$3,342	$1,639	49.0%
Operating margin	1.7%	5.4%	1.8%	1.2%	66.7%
Adjusted EBITDA	$26,862	$11,332	$14,068	$24,126	171.5%
Adjusted EBITDA margin	24.3%	19.8%	7.8%	15.0%	192.3%
Rent expense	$14,099	$7,768	$30,262	$8,395	27.7%

*
Calculated by combining the results of the Successor for the one month ended October 31, 2019 and the Predecessor for the two months ended December 31, 2019 for the Combined Current Quarter and comparing such combined results to the results for the Predecessor Comparable Quarter.

Combined Current Quarter Compared to Predecessor Comparable Quarter

The decrease in operating revenue in the Combined Current Quarter primarily resulted from a decrease of $21.7 million for fixed wing services revenue due to the sale of Eastern Airways on May 10, 2019, partially offset by a $9.0 million increase in U.K. and Norway oil and gas services due to an increase in activity. Additionally, revenue in this region was impacted by an unfavorable year-over-year impact of changes in foreign currency exchange rates of $2.5 million.

A substantial portion of Bristow’s operations in the Europe Caspian region is contracted in the British pound sterling, which depreciated against the U.S. dollar in the Combined Current Quarter. Bristow recorded foreign exchange gains of $16.1 million in the Combined Current Quarter and foreign exchange losses of $2.1 million in the Predecessor Comparable Quarter from the revaluation of assets and liabilities on pound sterling functional currency entities as of December 31, 2019 and 2018, respectively, which is recorded in other income (expense), net and included in adjusted EBITDA. Net of the translation and revaluation impacts, adjusted EBITDA was favorably impacted by $16.1 million and $0.3 million resulting from the change in foreign currency exchange rates during the Combined Current Quarter and Predecessor Comparable Quarter, respectively. A further weakening or strengthening of the British pound sterling could result in additional foreign currency exchange rate volatility in future quarters.

Additionally, the Predecessor Comparable Quarter results benefited from OEM cost recoveries in prior periods that resulted in a $1.2 million reduction in direct costs on the condensed consolidated statements of operations.

Eastern Airways contributed a negative $5.4 million in adjusted EBITDA for the Predecessor Comparable Quarter.

Adjusted EBITDA, adjusted EBITDA margin, operating income and operating margin improved in the Combined Current Quarter primarily due to the disposal of Eastern Airways, increase in activity in U.K. and Norway oil and gas services, reduction in rent expense primarily due to the return of leased aircraft and lower lease rates

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primarily as a result of the Chapter 11 process and favorable impacts from changes in foreign currency exchange rates. Additionally, operating income and operating margin were unfavorably impacted by an increase in maintenance expense due to the non-cash amortization of PBH contract intangible assets of $7.7 million and $1.3 million of non-cash amortization of the U.K. SAR intangible asset, recorded in depreciation and amortization on the condensed consolidated statements of operations during the two months ended December 31, 2019 (Successor) as a result of fresh-start accounting. The non-cash amortization of PBH contract intangible assets is included in direct costs maintenance expense and included as a special item and excluded from Adjusted EBITDA. The amortization of the U.K. SAR intangible is included in depreciation and amortization and therefore excluded from Adjusted EBITDA.

	Successor	Predecessor
	Two Months Ended December 31, 2019	Seven Months Ended October 31, 2019	Nine Months Ended December 31, 2018	Favorable (Unfavorable)*
	(In thousands, except percentages)
Operating revenue	$110,648	$409,830	$587,264	$(66,786)	(11.4)%
Operating income	$1,869	$26,143	$13,856	$14,156	102.2%
Operating margin	1.7%	6.4%	2.4%	3.0%	125.0%
Adjusted EBITDA	$26,862	$49,186	$62,727	$13,321	21.2%
Adjusted EBITDA margin	24.3%	12.0%	10.7%	3.9%	36.4%
Rent expense	$14,099	$63,059	$93,437	$16,279	17.4%

*
Calculated by combining the results of the Successor for the seven months ended October 31, 2019 and the Predecessor for the two months ended December 31, 2019 for the Combined Current Period and comparing such combined results to the results for the Predecessor Comparable Period.

Combined Current Period Compared to Predecessor Comparable Period

The decrease in operating revenue in the Combined Current Period primarily resulted from a decrease of $73.8 million for fixed wing services revenue due to the sale of Eastern Airways on May 10, 2019, and a decrease of $12.3 million for U.K. SAR revenue. The decrease in U.K. SAR revenue was primarily due to a one-time benefit of $7.6 million in OEM cost recoveries recognized in the Predecessor Comparable Period and unfavorable changes in the British pound sterling versus U.S. dollar foreign currency exchange rate from the Predecessor Comparable Period to the Combined Current Period. These decreases were partially offset by a $19.3 million increase in U.K. and Norway oil and gas services primarily due to an increase in activity. Additionally, revenue in this region was impacted by an unfavorable year-over-year impact of changes in foreign currency exchange rates of $21.7 million.

A substantial portion of Bristow’s operations in the Europe Caspian region is contracted in the British pound sterling, which depreciated against the U.S. dollar in the Combined Current Period. Bristow recorded foreign exchange losses of $5.4 million in the Combined Current Period and foreign exchange losses of $8.4 million in the Predecessor Comparable Period from the revaluation of assets and liabilities on British pound sterling functional currency entities as of December 31, 2019 and 2018, respectively, which is recorded in other income (expense), net on the condensed consolidated statements of operations and included in adjusted EBITDA. Net of the translation and revaluation impacts, adjusted EBITDA was unfavorably impacted by $0.5 million and $9.4 million resulting from the change in foreign currency exchange rates during the Combined Current Period and Predecessor Comparable Period, respectively. A further weakening or strengthening of the British pound sterling could result in additional foreign currency exchange rate volatility in future periods.

As discussed above, the Predecessor Comparable Period benefited from OEM cost recoveries that resulted in a one-time benefit of $7.6 million in U.K. SAR operating revenue, a $4.5 million reduction in rent expense and a $3.1 million reduction in direct cost.

Additionally, as a result of fresh-start accounting for the two months ended December 31, 2019 (Successor), Bristow recorded $7.7 million of intangible amortization in maintenance expense in direct costs on the condensed consolidated statements of operations related to PBH contract intangible assets.

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During the Combined Current Period, Bristow recorded $2.6 million for impairment of Sky Future Partners. During the Predecessor Comparable Period, Bristow recorded $20.8 million for impairment of Eastern Airways assets, including $17.5 million for aircraft and equipment, $3.0 million for intangible assets and $0.3 million for inventory. For further details, see Note 1 in the “Notes to Condensed Consolidated Financial Statements (Unaudited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus. The impairments are excluded from adjusted EBITDA and adjusted EBITDA margin.

Operating income and operating margin improved in the Combined Current Period primarily due to lower impairment charges and an increase in U.K. and Norway oil and gas services revenue, partially offset by $7.7 million of amortization of PBH contract intangible assets and $1.3 million of amortization of the U.K. SAR intangible asset for the two months ended December 31, 2019 (Successor). Adjusted EBITDA and adjusted EBITDA margin increased in the Combined Current Period primarily due to an increase in U.K. and Norway oil and gas services revenue and a favorable impact from foreign currency exchange rate changes in the Combined Current Period. The amortization of PBH contract intangible assets is included in maintenance expense in direct costs on the condensed consolidated statements of operations and included as a special item and excluded from Adjusted EBITDA. The amortization of the U.K. SAR intangible is included in depreciation and amortization, therefore excluded from Adjusted EBITDA.

	Fiscal Year Ended March 31,			Favorable (Unfavorable)
	2019	2018	2017	2019 vs 2018		2018 vs 2017
	(In thousands, except percentages)
Operating revenue	$764,496	$765,412	$710,581	$(916)	(0.1)%	$54,831	7.7%
Earnings from unconsolidated affiliates, net of losses	$161	$191	$273	$(30)	(15.7)%	$(82)	(30.0)%
Operating income	$12,874	$22,624	$14,665	$(9,750)	(43.1)%	$7,959	54.3%
Operating margin	1.7%	3.0%	2.1%	(1.3)%	(43.3)%	0.9%	42.9%
Adjusted EBITDA	$74,924	$81,503	$45,163	$(6,579)	(8.1)%	$36,340	80.5%
Adjusted EBITDA margin	9.8%	10.6%	6.4%	(0.8)%	(7.5)%	4.2%	65.6%
Rent expense	$122,282	$134,158	$134,072	$11,876	8.9%	$(86)	(0.1)%
Loss on impairment	$20,801	$4,525	$8,706	$(16,276)	(359.7%)	$4,181	48.0%

*
percentage change too large to be meaningful or not applicable

Fiscal Year 2019 Compared to Fiscal Year 2018

Operating revenue decreased year-over-year primarily due to an increase of $9.8 million from U.K. SAR, including a one-time $7.6 million benefit from OEM cost recoveries and $9.6 million in Norway as a result of increased activity, mostly offset by an $13.0 million decrease in U.K. oil and gas as a result of decreased activity and a $9.3 million decrease from Eastern Airways as a result of decreased activity. Eastern Airways contributed $109.2 million and $118.5 million in operating revenue for fiscal years 2019 and 2018, respectively. A substantial portion of Bristow’s revenue in the Europe Caspian region is contracted in the British pound sterling, which depreciated against the U.S. dollar in fiscal year 2019. As a result, included within the amounts of operational impacts described above, revenue was negatively impacted by $8.0 million in fiscal year 2019 compared to fiscal year 2018.

In addition to the $7.6 million of OEM cost recoveries discussed above, fiscal year 2019 benefited from OEM cost recoveries related to ongoing aircraft issues that resulted in a $4.9 million reduction in rent expense (included in direct cost) and a $3.4 million reduction in direct cost. Fiscal year 2018 benefited from OEM cost recoveries that resulted in a $9.9 million reduction in rent expense (included in direct cost).

Bristow recorded foreign currency exchange losses of $7.2 million in fiscal year 2019 and foreign currency exchange gains of $4.3 million in fiscal year 2018 from the revaluation of assets and liabilities on British pound sterling functional currency entities as of March 31, 2019 and 2018, respectively, which is recorded in other income (expense), net and included in adjusted EBITDA. Net of translation and revaluation impacts, adjusted

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EBITDA was negatively impacted by $11.8 million and positively impacted by $9.2 million resulting from the changes in foreign currency exchange rates during fiscal years 2019 and 2018, respectively. A further weakening or strengthening of the British pound sterling could result in additional foreign currency exchange volatility in future periods.

During fiscal year 2019, Bristow recorded $20.8 million for impairment of Eastern Airways assets, including $17.5 million, $3.0 million and $0.3 million for aircraft and equipment, intangible assets and inventory, respectively. During fiscal year 2018, Bristow recorded inventory impairment charges of $4.5 million at Eastern Airways. These charges were recorded as a direct reduction in the value of spare parts inventory to record them at net realizable value. The impairments recorded in fiscal years 2019 and 2018 are included in operating income but were adjusted for in Bristow’s calculation of adjusted EBITDA. For further details, see Notes 1 and 4 in the “Notes to Consolidated Financial Statements (Audited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus. Also, Bristow recorded severance expense related to organizational restructuring efforts of $1.3 million and $1.9 million for fiscal years 2019 and 2018, respectively, which is excluded from adjusted EBITDA and adjusted EBITDA margin.

The decrease in operating income and operating margin from fiscal year 2018 was primarily due to the increase in impairments of Eastern Airways assets discussed above, partially offset by the increase in revenue discussed above and the larger benefit from OEM cost recoveries in fiscal year 2019. Adjusted EBITDA and adjusted EBITDA margin decreased in fiscal year 2019 primarily due to the unfavorable year-over-year impacts from changes in foreign currency exchange rates and decrease in operating revenue, partially offset by the larger benefit from OEM cost recoveries in fiscal year 2019. Eastern Airways contributed a negative $17.3 million and negative $6.9 million in adjusted EBITDA for fiscal years 2018 and 2017, respectively.

Fiscal Year 2018 Compared to Fiscal Year 2017

Operating revenue increased $54.8 million year-over-year, primarily from an increase in Norway of $35.6 million due to an increase in activity and short-term contracts, an increase of $33.4 million from the start-up of U.K. SAR bases, a favorable year-over-year impact of changes in foreign currency exchange rates of $11.4 million and an increase in fixed wing revenue of $8.1 million. Partially offsetting these increases was a decrease in U.K. oil and gas revenue of $33.8 million resulting from the continued impact of the industry downturn on drilling activity. Eastern Airways contributed $118.5 million and $110.4 million in operating revenue for fiscal years 2018 and 2017, respectively.

During fiscal year 2018, Bristow recorded a reduction to rent expense of $9.9 million in its Europe Caspian region related to OEM cost recoveries. This item is included in operating income and adjusted EBITDA in fiscal year 2018. During fiscal year 2018, Bristow recorded inventory impairment charges of $4.5 million at Eastern Airways as a result of changes in expected future utilization of aircraft within those operations. These charges were recorded as a direct reduction in the value of spare parts inventory to record them at net realizable value. Additionally, during fiscal year 2017, Bristow recorded an impairment charge of $8.7 million for the remaining goodwill related to Eastern Airways. Both the inventory and goodwill impairments are included in operating income but were adjusted for in Bristow’s calculation of adjusted EBITDA. For further details, see Note 1 in the “Notes to Consolidated Financial Statements (Audited)” included elsewhere in this joint proxy and consent solicitation statement/prospectus. Also, Bristow recorded severance expense related to organizational restructuring efforts of $1.9 million and $1.4 million for fiscal years 2018 and 2017, respectively, which is excluded from adjusted EBITDA and adjusted EBITDA margin.

A substantial portion of Bristow’s revenue in the Europe Caspian region is contracted in the British pound sterling, which depreciated significantly against the U.S. dollar in fiscal year 2017 as a result of Brexit. Bristow recorded foreign currency exchange gains of $4.3 million in fiscal year 2018 and foreign currency exchange losses of $18.5 million in fiscal year 2017 from the revaluation of assets and liabilities on British pound sterling functional currency entities as of March 31, 2018 and 2017, respectively, which is recorded in other income (expense), net and included in adjusted EBITDA. Net of the translation and revaluation impacts, adjusted EBITDA was positively impacted by $9.2 million and negatively impacted by $35.6 million resulting from the changes in exchange rates during fiscal years 2018 and 2017, respectively. A further weakening or strengthening of the British pound sterling could result in additional foreign currency exchange volatility in future periods.

Operating income, operating margin, adjusted EBITDA and adjusted EBITDA margin increased in fiscal year 2018 primarily due to the increase in operating revenue, the benefit to rent expense in fiscal year 2018 related to

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OEM cost recoveries and the impact of favorable changes in foreign currency exchange rates. These benefits were partially offset by increased salaries and benefits and maintenance expense year-over-year due to the increase in activity. Eastern Airways contributed a negative $6.9 million and negative $4.5 million in adjusted EBITDA for fiscal years 2018 and 2017, respectively.

Africa

The Africa region comprises all of Bristow’s operations and affiliates on the African continent, including Nigeria and Egypt.

Successor	Predecessor
Two Months Ended December 31, 2019	One Month Ended October 31, 2019	Three Months Ended December 31, 2018	Favorable (Unfavorable)*
(In thousands, except percentages)