Bristow Completes Merger with Era - Seite 2

• Combined fleet of more than 300 of the industry’s most modern aircraft with the latest generation of technology and safety features
• Creates the world’s largest operator of S92, AW189 and AW139 model helicopters
• Combined fleet is predominantly owned (>80%)

Creates Financially Stronger Company:

• Substantial and highly achievable cost synergies with an annualized saving of at least $35 million through the elimination of redundant corporate expenses and the realization of enhanced operational efficiencies
• Maintains a strong balance sheet, supported by a large combined cash balance (over $250 million expected at closing)
• Positive free cash flow generation

Transaction Structure:
The Merger was structured as a reverse triangular merger whereby each share of legacy Bristow preferred stock issued and outstanding was converted into 5.179562 shares of legacy Bristow common stock in accordance with the terms thereof.  At the closing of the Merger, each share of legacy Bristow common stock (including shares issued as a result of the preferred stock conversion) was converted into 0.502096 shares of Era common stock.  After giving effect to the Merger, legacy Bristow shareholders own 77% of the equity of the new company, and legacy Era shareholders own 23% of the equity of the combined company.

On June 11, 2020, immediately prior to the closing of the Merger, Era effectuated a reverse stock split whereby shares of Era common stock were automatically reclassified into a smaller number of shares, such that a holder of Era shares owns one share of Era common stock of the combined company for every three shares of common stock of Era held by that stockholder immediately prior to the Merger. The amount of shares of Era common stock issuable to legacy Bristow holders gave effect to the reverse stock split.

At Era’s joint annual and special meeting, held on June 11, 2020, Era stockholders of record approved the issuance of shares of Era common stock to holders of Bristow capital stock, as consideration for the Merger, as well as certain other proposals including (i) an amendment to Era’s certificate of incorporation effecting (a) an increase in the number of authorized shares of Era common stock available for issuance and (b) a 1-for-3 reverse stock split of the issued and outstanding shares of Era common stock immediately prior to the Merger and (ii) an amendment to Era’s certificate of incorporation which changed the name of Era, the parent entity of the newly combined company, from “Era Group Inc.” to “Bristow Group Inc.”.