In re Bristow Group Inc. Securities Litigation

Frequently Asked Questions

1. Why did I get a notice package?

   The Court directed that the Postcard Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased/acquired Bristow common stock during the Settlement Class Period.

   As a potential Settlement Class Member, you have a right to know about your options before the Court rules on the proposed Settlement. The purpose of this Notice is to inform you of the existence of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Settlement Class if you wish to do so. It is also being sent to inform you of the terms of the proposed Settlement, how to share in the Settlement Fund, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and the motion by Lead Counsel for an award of attorneys’ fees and reimbursement of Litigation Expenses (the “Settlement Hearing”).

2. What is this lawsuit about?

   This case is brought as a federal securities class action on behalf of all persons or entities who, between February 8, 2018 and February 12, 2019, inclusive, purchased or otherwise acquired Bristow common stock and were damaged thereby.

   Bristow, at all relevant times, was a Delaware corporation headquartered in Houston, Texas that provided industrial aviation services, primarily through its fleet of approximately 400 rotary (helicopter) and fixed-wing aircraft.

   Two class action complaints were filed in the United States District Court for the Southern District of Texas, which by Order dated May 14, 2019 were consolidated and Lead Plaintiffs and Lead Counsel were approved and appointed by the Court.

   On November 4, 2019, Lead Plaintiffs filed a Consolidated Class Action Complaint (“CAC” or “Complaint”) for Violations of the Federal Securities Laws asserting claims under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder; and Section 20(a) of the Exchange Act against Defendants. Among other things, the Complaint alleged that during the Settlement Class Period, Defendants made false and/or materially misleading statements concerning Bristow’s internal controls relating to non-financial covenants, which inflated the price of Bristow publicly traded common stock.

   Based upon their investigation, prosecution, and mediation of the case, Lead Plaintiffs and Lead Counsel have concluded that the terms and conditions of the Settlement are fair, reasonable, and adequate to Lead Plaintiffs and the other members of the Settlement Class, and in their best interests.

   Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden and expense of further protracted litigation. Each of the Defendants denies any wrongdoing or liability, and the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, or any other of the Defendants’ Releasees with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, or could have, asserted.

3. How do I know if I am affected by the settlement? Who is included in the Settlement Class?

   If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely request to be excluded. The Settlement Class consists of:

   All Persons or entities who, between February 8, 2018 and February 12, 2019, inclusive, purchased or otherwise acquired Bristow’s common stock and were damaged thereby.

   Excluded from the Settlement Class are the Settling Persons; members of the Settling Persons’ Immediate Families; the Settling Persons’ legal representatives, heirs, executors, administrators, predecessors, successors, assignees or assigns, and any entity in which they have or had a controlling interest; any trust of which any Settling Person is the settlor or which is for the benefit of any Settling Person and/or member(s) of his or her family; Defendants’ liability insurance carriers; and the current and former officers and directors of the Company. Also excluded from the Settlement Class are any persons and entities who or which exclude themselves by submitting a request for exclusion that is accepted by the Court.

4. What does the Settlement provide?

   Pursuant to the Settlement, Defendants have agreed to pay or caused to be paid six million two hundred and fifty thousand dollars ($6,250,000) in cash. If the Settlement is approved by the Court, the “Net Settlement Fund” (The Settlement Amount less applicable taxes, administration fees and expenses, any award approved by the Court to the Lead Plaintiff and/or any attorneys’ fees and Litigation Expenses awarded by the Courts) will be distributed to Settlement Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

   The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired and/or such approval is upheld on any appeal.

   At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement because the deadline for Settlement Class members to file claims has not passed yet. As a result, the total number of shares for which valid timely claims are filed, and the prices and dates on which those shares were purchased and sold, are unknown and unknowable.

   Unless the Court otherwise orders, any Settlement Class Member who fails to submit a Claim Form postmarked on or before July 6, 2021 shall be fully and forever barred from receiving payments pursuant to the Settlement, but will in all other respects remain a Settlement Class Member and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given.

   If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit a completed Claim Form along with all required supporting documentation such that it is postmarked no later than July 6, 2021.

5. How do I participate in the Settlement and file a claim?

   If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit a complete and valid Claim Form. Completed Claim Forms and all required supporting documentation must be postmarked no later than July 6, 2021. You may download a Claim Form here, you may also request that a Claim Form be emailed to you by submitting such a request to Info@BristowSecuritiesSettlement.com

   Unless the Court otherwise orders, any Settlement Class Member who fails to submit a Claim Form postmarked on or before July 6, 2021 shall be fully and forever barred from receiving payments pursuant to the Settlement, but will in all other respects remain a Settlement Class Member and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given.

   If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit a completed Claim Form along with all required supporting documentation such that it is postmarked no later than July 6, 2021.

6. How do I get out of the Settlement?

   If you do not want to be part of the Settlement Class, you must follow these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any Released Plaintiffs’ Claim against any of the Defendants’ Releasees. If you ask to be excluded from the Settlement Class, you will not be eligible to receive any payment out of the Net Settlement Fund.

   Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless such person or entity mails or delivers a written Request for Exclusion from the Settlement Class, addressed to:

   In re Bristow Group Inc. Securities Litigation
   ATTN: EXCLUSION/OBJECTION REQUEST
   c/o Angeion Group
   P.O. Box 58220
   Philadelphia, PA 19102

   The exclusion request must be received no later than July 16, 2021. You will not be able to exclude yourself from the Settlement Class after that date. Each Request for Exclusion must:

   1. state the name, address and telephone number of the person or entity requesting exclusion, and in the case of entities the name and telephone number of the appropriate contact person;
   2. state that such person or entity “requests exclusion from the Settlement Class in In re Bristow Group Inc. Securities Litigation, Case No.: 4:19-cv-00509 (KPE)”;
   3. identify and state the number of Bristow common stock that the person or entity requesting exclusion purchased/acquired and/or sold during the Settlement Class Period (i.e., between February 8, 2018 and February 12, 2019, inclusive), as well as the dates and prices of each such purchase/acquisition and sale; and
   4. be signed by the person or entity requesting exclusion or an authorized representative.

   A Request for Exclusion shall not be valid and effective unless it provides all the information required, as mentioned, and is received no later than July 16, 2021, or is otherwise accepted by the Court.

7. How do I tell the Court that I don’t like the Settlement?

   Any Settlement Class Member who or which does not request exclusion may object to the Settlement, the proposed Plan of Allocation, and/or Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses. The Court can only approve or deny the settlement, not change its terms. You can ask the Court to deny approval by filing an objection.

   Objections must be in writing to the Court. You must file any written objection, together with copies of all other papers and briefs supporting the objection, either in person at any location of the United States District Court for the Southern District of Texas; or by mail, to the Clerk’s Office at the United States District Court for the Southern District of Texas at the address set forth below on or before July 16, 2021. You must also serve the papers on Lead Counsel and on Defendants’ Counsel at the mailed and email addresses set forth below so that the papers are received on or before July 16, 2021.

   Clerk's Office	Lead Counsel	Defendants’ Counsel
   United States District Court Southern District of Texas Clerk of the Court United States Courthouse P.O. Box 61010 Houston, TX 77208	KIRBY MCINERNEY LLP Attn: Ira M. Press Thomas W. Elrod 250 Park Avenue, Suite 820 New York, NY 10177 ipress@kmllp.com telrod@kmllp.com - and - SUSMAN GODFREY LLP Attn: Barry Barnett Michael C. Kelso 1000 Louisiana, Suite 5100 Houston, TX 77002 bbarnett@susmangodfrey.com mkelso@susmangodfrey.com	KING & SPALDING LLP Attn: Paul R. Bessette Michael J. Miles Tyler W. Highful Jessica England 500 W. 2nd Street, Suite 1800 Austin, TX 78701 pbessette@kslaw.com mbiles@kslaw.com thighful@kslaw.com jengland@kslaw.com

   
   

8. When and where will the Court decide whether to approve the Settlement?

   The Settlement Hearing will be held on August 6, 2021 at 2:00 p.m., before the Honorable Keith P. Ellison at the United States District Court for Southern District of Texas, Bob Casey United States Courthouse, 515 Rusk Avenue, Houston, TX 77002. The Court reserves the right to approve the Settlement, the Plan of Allocation, Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses, and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Settlement Class.

   Settlement Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Settlement Class Member does not attend the hearing. You can participate in the Settlement without attending the Settlement Hearing.

   If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses, and if you timely file and serve a written objection as described above, you must also file a notice of appearance with the Clerk’s Office and serve it on Lead Counsel and Defendants’ Counsel at the addresses set forth above so that it is received on or before July 16, 2021. Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Court.

9. Are there more details about the Settlement?

   For the precise terms and conditions of the Settlement, please see the Settlement Agreement available here. You may also contact Lead Counsel at (212) 371-6600 or, by accessing the Court docket in this case, for a fee, through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov, or by visiting the Bob Casey United States Courthouse, 515 Rusk Avenue, Houston, TX 77002, between 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding Court holidays.

   All inquiries concerning the Notice and the Claim Form should be directed to the Claims Administrator or Lead Counsel at:

   Claims Administrator:
   Claims Administrator
   c/o Bristow Group Securities Litigation Settlement
   1650 Arch Street Suite 2210
   Philadelphia, PA 19103
   Telephone: (844) 749-0019
   www.BristowSecuritiesSettlement.com
   Info@BristowSecuritiesSettlement.com

   Lead Counsel:
   Ira M. Press, Esq
   Thomas W. Elrod, Esq.
   KIRBY McINERNEY LLP
   250 Park Avenue, Suite 820
   New York, NY 10177
   Telephone: (212) 371-6600
   
   Barry Barnett, Esq.
   Michael C. Kelso, Esq.
   SUSMAN GODFREY L.L.P.
   1000 Louisiana, Suite 5100
   Houston, TX 77002-5096
   Telephone: (713) 651-9366

   PLEASE DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS OR THEIR COUNSEL REGARDING THIS NOTICE.