Bristow Group Buys Helicopters, Ground Facilities and Minority Interest in Cougar Helicopters from VIH Aviation Group

Bristow Group Inc. of Houston, Texas, a leading provider of helicopter services to the worldwide offshore energy industry, purchased a minority interest in Cougar Helicopters Inc., the largest offshore energy and search and rescue (SAR) helicopter service provider in Canada, and purchased from Cougar's parent VIH Aviation Group Ltd. of Victoria, BC, and its affiliates eight Sikorsky S-92 helicopters, ground facilities in St. John's, NL, and Halifax, NS, and other assets used by Cougar in its operations. Bristow's investment totals US$250 million plus a three-year earn-out of up to US$40 million based upon Cougar achieving agreed performance targets. The transaction was approved by the Canadian Transportation Agency on September 13, 2012 and was completed on October 3, 2012.

Bristow was represented by its general counsel, Chip Earle, and by Wachtell, Lipton, Rosen & Katz, as US Transaction Counsel (David Katz, Michael Rosenblat, Derek Liu and Damian Peterson), by Goodmans LLP, as Canadian Transaction Counsel (Jonathan Lampe, Andrew Wiseman, Robert Vaux, Celia Rhea, Dan Dedic and Leah Ramkaran) and by Burnet, Duckworth & Palmer LLP, as Special Aviation Counsel (Dino DeLuca, Colby Dewart and Romeo Rojas).

Cougar and VIH were represented by its primary counsel, William Steeper, by Farris, Vaughan, Wills & Murphy LLP as transaction counsel (Mitchell Gropper, QC, Jamie Matthews, Stephanie Daniels and Aaron Lightman) and by Borden Ladner Gervais LLP as borrower counsel (Magnus Verbrugge, Edward Wang and Cherie Mah).