Bristow Acquires 42.5% of Lider, Brazil's Largest Helicopter Services Company
* Reuters is not responsible for the content in this press release.
Company schedules conference call for today at 10 a.m. EDT
HOUSTON, May 27 /PRNewswire-FirstCall/ -- Bristow Group Inc. (NYSE: BRS)
announced today that it has acquired 42.5% of Lider Aviacao Holding S.A.
'Lider', Brazil's largest provider of helicopter and executive aviation
services.
Founded in 1958, Lider operates the largest helicopter fleet in Brazil, with
46 helicopters serving the oil and gas industry, representing approximately
50% of the oil and gas market in Brazil. Its helicopter operation is the most
profitable business segment and has been growing revenues at a compounded
annual rate of over 22% in the past three years. Lider's fleet has 46
helicopters and 29 charter aircraft. At December 31, 2008, there were
approximately 1,480 employees. Lider generated approximately $305 million in
revenue and $33 million in Adjusted EBITDA in 2008 and $12.5 million in
Adjusted EBITDA in the March 31, 2009 quarter on $60 million in revenue.
Adjusted EBITDA, which is not a measure determined in accordance with
generally accepted accounting principles ("GAAP"), is defined and reconciled
to reported net income at the end of this press release.
"We view Brazil as the next 'North Sea' in terms of its potential for growth
in offshore services requirements. This investment in Lider represents our
most attractive entry point into a new market that is a critical part of our
long-term growth strategy. In addition to earnings from our investment, we
will be leasing aircraft to Lider in response to the demand for new
helicopters," said William E. Chiles, Bristow Group President and Chief
Executive Officer.
"The Brazilian offshore deepwater market is thriving as a result of several
world-class oil discoveries and government funding initiatives to develop
those discoveries. It is our objective to be a leader in each market we serve
and our equity ownership investment in Lider gives Bristow a solid position in
this very important market," he added.
Concurrent with the acquisition of the 42.5% interest in Lider at a purchase
at a price of $174 million, Lider purchased one large and four medium aircraft
from the company valued at approximately $55 million, resulting in a net cash
outlay by Bristow of $119 million. Additionally, the terms of the purchase
agreement include incremental earn-out payments based on the achievements of
clearly defined annual and/or cumulative EBITDA growth targets over the next
three years. If fully earned, these payments would total up to $53 million
and would imply an enterprise value to EBITDA multiple of approximately 7X for
2009-2011. For the next five years, Bristow will have the right to provide
100% of Lider's helicopter lease requirements as well as the right to lease
50% of Lider's total medium and large helicopter requirements that Lider would
otherwise fulfill through the purchase or finance lease of helicopters.
"Bristow Group is already a leading provider of helicopter services in the
North Sea, Gulf of Mexico, Nigeria and Australia, and the investment in Lider
will give us a strong foothold in a fifth major market that is a key part of
our long-term growth strategy," Chiles said. "Lider is the premier integrated
aviation company in Brazil, with a strong customer base in the offshore oil
and gas industry, including Petrobras, Shell, Chevron, StatOilHydro, British
Gas, Repsol and Anadarko. Its strong relationships with these customers
provide Bristow with an advantage in Brazil and the opportunity to partner
with one of the most important national oil companies in the world.
"This investment will allow Bristow to deploy some of its available capital
and create a ready market for some of the helicopters we currently have on
order. The investment is also expected to be accretive to Bristow's earnings.
Following the Lider transaction, Bristow remains committed to maintaining an
ample liquidity position and conservative capital structure in line with our
long-term growth objectives." Chiles said.
Eduardo Vaz, Chief Executive Officer of Lider, added, "It is with great
pleasure that we partner with Bristow. We have similar corporate cultures and
core values. I believe further integration of our industry-leading
capabilities through combined ownership will enhance the services to our
customers in Brazil and open up new opportunities for both companies in other
parts of South America."
Mark B. Duncan, Senior Vice President, Western Hemisphere, commented, "Our
investment in Lider provides us long-term access to the Brazilian market for
our medium and large helicopters. We have already been working with Lider for
more than 18 months, and the cultures and values in terms of performance and
safety of both companies are well aligned."
"The new sub-salt developments in Brazil, which are located approximately 200
nautical miles offshore, are expected to generate significant demand for new
helicopters over the next several years. In addition, a minimum of an
estimated 30 new medium and large helicopters should be needed in the
Brazilian oil and gas market in the next five years to meet the expected
growth in activity levels and to replace aging aircraft," Duncan said.
Ownership of 42.5% of Lider will provide Bristow with approximately 20% of the
voting rights of Lider, complying with Brazilian aviation regulations limiting
foreign ownership. In addition, as part of a concurrently signed
shareholders' agreement, Bristow will have the right to appoint one of the
five Lider board members as well as one management position.
JPMorgan acted as exclusive financial advisor to Bristow on this transaction.
CONFERENCE CALL
Management will conduct a conference call on Wednesday, May 27, at 10 a.m. EDT
(9 a.m. CDT). Accompanying slides will be available on the investor relations
web page of the Company's website. The conference call can be accessed as
follows:
Via Webcast:
Visit Bristow Group's investor relations web page at
www.bristowgroup.com
Live: Click on the link for "Bristow Group Special Conference Call"
Replay: A replay via webcast will be available approximately one
hour after the call's completion
Via Telephone within the U.S.:
Live: Dial toll free (888) 549-7750
Replay: A telephone replay will be available through Wednesday,
June 10, by dialing toll free (800) 406-7325, access code 4085771#
Via Telephone outside the U.S.:
Live: Dial (480) 629-9867
Replay: A telephone replay will be available through Wednesday, June
10, by dialing (303) 590-3030, access code: 4085771#
ABOUT BRISTOW GROUP INC.
Bristow Group Inc. is a leading provider of helicopter services to the
worldwide offshore energy industry based on the number of aircraft operated.
Through its subsidiaries, affiliates and joint ventures, the Company has
significant operations in the U.S. Gulf of Mexico and the North Sea, and in
most of the other major offshore oil and gas producing regions of the world,
including Alaska, Australia, Brazil, Mexico, Nigeria, Norway and Trinidad.
For more information, visit the Company's website at www.bristowgroup.com.
ABOUT LIDER AVIACAO HOLDING S.A.
Lider Aviacao is the largest executive aviation company and helicopter
operator in Latin America. The company has an integrated portfolio of business
that includes helicopter services for the offshore oil and gas industry,
aircraft chartering and management, aircraft maintenance, aircraft sales and
airport ground handling. The company leads each market it serves, is present
in over 20 airports across Brazil with a fleet of 46 helicopters and 30
chartering and management aircraft. For more information, visit
www.lideraviacao.com.br.
FORWARD LOOKING STATEMENT
Statements contained in this news release that state the Company's or
management's intentions, expectations or predictions of the future are
forward-looking statements. Actual results could differ materially from those
projected in such forward-looking statements. Additional information
concerning factors that could cause actual results to differ materially is
contained from time to time in the Company's SEC filings, including but not
limited to the Company's annual report on Form 10-K for the fiscal year ended
March 31, 2009. Bristow Group Inc. disclaims any intention or obligation to
revise any forward-looking statements, including financial estimates, whether
as a result of new information, future events or otherwise.
Table to follow
Reconciliation of Net Income to Adjusted EBITDA
($in thousands)
For the twelve For the three
months ended months ended
December 31, March 31,
2008 2009
Net (Loss) Income ($17,016) $6,849
Income tax (benefit) expense (10,150) 904
Depreciation and
amortization 14,629 3,149
Interest expense, (gain)
loss on sale of 45,125 1,556
assets and foreign exchange
(gains)
losses
Adjusted EBITDA $32,588 $12,458
Contact:
Linda McNeill, Investor Relations
(713) 267-7622
SOURCE Bristow Group Inc.
Linda McNeill, Investor Relations, +1-713-267-7622, for Bristow Group Inc.
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