Compelling Strategic and Financial Rationale:
Will create a global diversified industrial aviation solutions company focused on safe aviation: Together,
the companies will have 304 operating aircraft and an enhanced platform to provide comprehensive aviation mission services to its expanded client base. Bristows customer base will be significantly more diverse geographically and by end-market, with contributions from the oil and gas industry reduced to 58% of pro forma revenue for the trailing twelve-month period.
Strengthens operational and financial profile of combined company with adjusted EBITDA and cash flow accretion
for deleveraging: Columbia generates significant contracted revenue streams from the U.S. government and the transaction is expected to more than double the combined annual adjusted EBITDA on a consolidated basis. Prior to synergies, Columbia is
expected to generate $125 million to $130 million of adjusted EBITDA for the twelve-month period ending March 30, 2019 and $100 million to $105 million of adjusted EBITDA less capital expenditures, which are primarily
related to heavy aircraft maintenance capex. Bristow believes it will be able to utilize its existing net operating losses to optimize the combined company tax position. The combined company expects to achieve annual cost savings, including
utilizing Columbias MRO capabilities to reduce Bristows maintenance expenses.
Highly complementary businesses drive meaningful revenue growth opportunities: The Company expects
significant opportunity to leverage its global network of AOCs to bring Columbias capabilities to more global markets and expand Columbias addressable market to include additional infrastructure and firefighting customers. In addition,
the Company expects to capitalize on Columbias strong past performance with the U.S. government and Cargo Airlift Review Board (CARB) certification to utilize Bristows available aircraft in U.S. government work. Columbias
relationships and reputation in government end-markets and Bristows fleet and capabilities position the combined company to be competitive on contract opportunities currently not available to either
Jonathan E. Baliff, CEO of Bristow, commented, We share a long-standing, proven commitment to safety and
Columbias specialized heavy-lift capabilities are highly complementary to Bristows offshore capabilities. We therefore see significant opportunity to leverage the combined companys fleet, MRO capabilities and certificates to expand
our addressable market opportunities globally. Just as importantly, we believe we will be able to utilize our U.K. SAR expertise to build our combined business in the growing U.S. government and industrial
end-markets, where Columbia has deep experience.
Thomas N. Amonett, the Vice-Chairman of the Board of
Directors and Interim President of Bristow, stated, The acquisition of Columbia will bring together two premier helicopter companies with a shared commitment to deliver safe lift for our customers. We look forward to the opportunities ahead,
as we continue to execute our long-term strategy to diversify our business, expand our addressable market and strengthen our overall financial profile.
Steve Bandy, President and Chief Executive Officer of Columbia, added, Like Bristow, we have built our business through a commitment to operational
excellence that fosters long-term relationships with customers and employees. Together with Bristow, we will have an incredible platform to serve our global customer base. On behalf of everyone at Columbia, we are looking forward to partnering with
Bristow to redefine the industrial aviation industry.
Thomas C. Knudson, Chairman of Bristow, stated, We have a deep respect for Wes Lematta,
one of the foremost pioneers in the industry, and have long admired Columbias entrepreneurial spirit. Steve and I both have deep aviation and piloting expertise, and we are aligned on our approach to leveraging Bristow and Columbias
combined strengths to build our leadership position in the growing market for aviation services.