BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC In the matter of the cancellation of the Air Taxi authority issued to: VIH COUGAR HELICOPTERS, INC. ) ) ) ) ) ) ) ) ) Docket DOT - OST - 2012 - 0022

MOTION OF PETROLEUM HELICOPT ERS, INC. NORTHERN PIONEER HELICOPTERS LLC AND SOLOY HELICOPTERS LLC TO SUPPLEMENT THE RECORD

Communications with respect to this document should be sent to: Jonathan Blank jonathan.blank@klgates.com 202
- 661
- 6250 John L ongstreth john.longstreth@klgates.com 202
- 661
- 6271 Timothy Hobbs tim.hobbs@klgates.com 206
- 370
- 7664 K&L Gates LLP 1601 K Street NW Washington, DC 20006
- 1600 202
- 778
- 9100 (fax)1 BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC In the matter of the cancellation of the Air Taxi authority issued to: VIH COUGAR HELICOPTERS, INC. ) ) ) ) ) ) ) ) ) Docket DOT - OST - 2012 - 0022

MOTION OF PETROLEUM HELICOPTERS, INC., NORTHERN PIONEER HELICOPTERS LLC AND SOLOY HELICOPTERS LLC TO SUPPLEMENT THE RECORD Petroleum Helicopters, Inc. (“PHI”), Northern Pioneer Helicopters LLC (“Northern”) and Soloy Helicopters LLC (”Soloy”), hereby move the Department for an order assuring that the record of this proceeding contains all of the material necessary for the Department and all interested parties to assess the bona fides of VIH Cougar Helicopters Inc.’s (“VIH Cougar” or “VIH Cougar (U.S.)”) purported “restructuring efforts” which it has claimed will “moot” the Department’s concerns. 1 The Department has alr eady , over VIH Cougar’s baseless objections, ordered disclosure of the identity of Construction Helicopters, Inc. (“CHI”), the purchaser of Mr. Steeper’s equit y i nterest in VIH Cougar, and has asked for additional further information concerning the transac tion, finding that this information “is necessary in order for VIH Cougar to demonstrate its compliance with the citizenship requirements and retain its air
- taxi exemption.” 2

1 VI H Cougar’s Motion to Dismiss the Show Cause Procee ding, Dkt. # DOT
- OST
- 2012
- 0022
- 0075 (posted Aug. 15, 2012) (“Motion to Dismiss”) at 7. 2 See Order 2012
- 8
- 1, at 2, Order 2012
- 8
- 32, at 2. .2

PHI , Northern and Soloy have noted the need for the Department to make itsel f fully aware of all of the circumstances of this transaction, both to assure that Mr. Kenneth Norie, who has been at the center of the Department’s investigation into foreign control of VIH Cougar, is not attempting to retain control through, among other things, his retention of a minority interest in VI H Cougar (U.S,), and also to assure that he is not seeking to profit from past illegal conduct and to help in assessing what sanctions are warranted for that conduct. VI H Cougar has now entered into another transaction of relevance to these proceedings, one that it has chosen not to bring to the Department’s attention via a public filing in this docket (and perhaps not at all). This transaction is in addition to the CHI transaction as to which the Department has alread y r equested information. On Tuesday , Sept. 4, Bristow Group Inc. (“Bristow”), a U.S. helicopter operator, announced that it had entered into a purchase agreement with various entities controlled b y M r. Norie. Man y det ails of the transactio n are undisclosed and unknown to the public at this time. As set out below, we respectfully submit that DOT should enter an order promptly requiring VIH Cougar and the other Norie
- controlled entities that are part y t o the transaction provide full informat ion concerning this Bristow transaction, similar to the information the Department has sought concerning the transaction with CHI
. . The Bristow transaction and its relationship to these proceedings The transaction as reported has been entered into with a number of Norie
- controlled entities, including VIH Aviation Group, Ltd. ("VIHAG") and Cougar Helicopters, Inc. ("Cougar (Canada)"), both of which are Canadian companies, and VIH Helicopters USA, Inc., an Idaho compan y that is controlled by VI HAG. 3

3 The transaction is described in an 8
- K report filed by Bristow, available at http://biz.yahoo.com/e/120904/brs8
- k.html3

Fir st, Cougar (Canada) will sell seven Sikorsky S
- 92 helicopters used in Cougar’s IFR business to BNHA Holdings, a U.S. affiliate of Bristow. Bristow has already bought an 8 th S
- 92 for $18.75 million that is also used in Cougar’s IFR Business. Second, a Bri stow Canadian real estate affiliate will buy the real propert y currentl y used by the IFR Business. Third, a Bristow Canadian holding company affiliate will purchase 25% of the voting power and 40% of the economic interest of Cougar (Canada). The total purchase price, including the $18.75 million alread y p aid for the 8 th S
- 92, is $250 million, plus a potential $40 million earn out. While VIH Cougar (U.S.)’s counsel has kept DOT apprised of the various transactions by which it has disposed of some elements of its business and has sold Mr. Steeper’s 75% interest to CHI , it has not so far apprised DOT publicl y, and perhaps not at all, as to the Bristow transaction. Details are unclear as to the extent to which the assets being transferred relate to VI H Cougar’s business. Nonetheless, based on the information that has been made available, it appears that the transaction may bear closel y on DOT’s proceedings against VIH Cougar (U.S.) in several way s, and that, at the very least, the Department should inquire f urther into the transaction. The Department has, for example, raised the concern that VIH Cougar has been dependent on a foreign entity for the equipment used in its operations, and for technical support and maintenance. 4 It is not clear whether the Bri stow transaction is intended to attempt to address that issue, though the timing of the transaction is certainl y s uggestive. Similarly , it is unclear if the transfer of real estate assets from a Canadian
- controlled VIH entity to a Canadian subsidiary of B ristow, presumably as part of the IFR business being transferred, includes the Galliano base. And in broader terms, the question is whether VIH Cougar has entered into this

4 Order 2012
- 3
- 7, at 6
- 7.4

transaction as part of its efforts to “moot” the DOT proceedings, just as its remo val of Mr. Steeper from the company was intended to address DOT’s concern on that score. The answers to these questions should surely be relevant to the Department. The Department should also take note that Mr. Steeper is being removed from VIH Cougar (U. S) but the Canadian owner whose citizenship underlies this inquiry , Mr. Norie, is not. Mr. Norie will instead retain his minority interest in VIH Cougar (U.S.). Moreover, rather than simply divesting the Cougar IFR business to Bristow, Norie has entered into a series of transactions designed give him a say in Bristow’s business. The role of CHI, the purchaser in the related transaction, is also curious. The strong inference is that these transactions are all designed to allow Mr. Norie to maintain an el ement of control, and are part of a series of transactions b y which he seeks to monetize the value of his previousl y i llegal operations b y, for example, selling off the licenses that VIH Cougar acquired while illegally under his control. . All of this amply supports an order requiring the VIH entities to provide further information as to these arrangements, which appear to be part and parcel of VIH Cougar (U.S.)’s attempt to address its foreign ownership problem. The Department must take care to assure that Mr. Norie is not attempting to maintain actual control of VIH Cougar through these transactions, which are designed to allow him to stay involved with the compan y. The Department must also assure that Mr. Norie is not engaging in these transactions i n order to profit further from VIH Cougar’s illegal operations. As noted above, the Department has already s ought full information as to the CHI transaction, whereb y M r. Norie seeks to maintain a minority interest in VIH Cougar while nonetheless asserti ng that the Department’s concerns should be “mooted.” But the Bristow transaction also appears to be part and parcel of these efforts, and full awareness of all of the5

transactions the VIH entities have entered into following DOT’s order is relevant to DO T’s consideration of how to dispose of this matter, including sanctions for past noncompliance. The basis for the relief sought To date, the record available to interested parties as to the Bristow transaction consists only of VIH Cougar’s brief descrip tion. Given that VIH Cougar has for years flouted U.S. citizenship requirements to the detriment of legitimate U.S. operators like PHI, Northern and Soloy and other interested parties, must have access to all of the underl yi ng transactional documents and associated correspondence, not just as to the CHI transaction which VIH Cougar has alread y been ordered to provide, but as to the Bristow transaction as well, in order to evaluate VIH Cougar’s asserted compliance with U.S. citizenship requirements, and to be able to present their views to the Department. This is particularly so given that VIH Cougar continues to deny an y wrongdoing in the face of “overwhelming” evidence of non
- citizen control, 5 and given that the controlling non
- citizen, who apparently sel ected the bu ye r, is maintaining even after the purported restructuring the same 24% ownership stake that allowed him to exercise control previously , 6 and is engaging in other transactions designed to align himself with yet another U.S. operator. The Dep artment has commendably rejected VIH Cougar’s contention that disclosure of the mere identit y of the purchaser of its shares and assets would cause the type of competitive harm sufficient to withhold such information under Exemption 4 of the Freedom of Inf ormation Act. See Order 2012
- 08
- 01 at 2. The Department found that VIH Cougar’s asserted basis for shielding the identity of its new majority owner “strains credulit y” and “flies in the face of the

5 See Department’s Oct. 6, 2011 Letter to VIH Cougar at 1. 6 VI H Cougar’s Motion to Dismiss at 4.6

public nature of U.S. air carrier and aircraft ownership .” Id . The Department further recognized that: At the very heart of the United States aviation system is the requirement

that in order to be licensed, a U.S. carrier must be owned and controlled by U.S. citizens. That sy stem does not operate on the basi s of “secret” claims of U.S. citizenship in which the owners seek to shield their very identity from the general public. To the contrary, such information is public. Id
. The Department has followed this reasoning in Order 2012
- 08
- 32 as well, ordering
a dditional information be provided as to the CHI transaction, and reminding VIH Cougar that it has the “burden of proof with regard to demonstrating its citizenship.” 7 Further inquiry is also warranted given that these new arrangements, in which Mr. Norie retains his ownership share in VI H Cougar and now is aligning himself with not one, but two, U.S carriers, differ from those originall y r epresented to the Department, which were that “VIH Cougar intends to restructure the Company to reduce (and possibly el iminate) Mr. Norie’s ownership interest in and business relations with VIH Cougar.” 8 The Department should also, as PHI , Northern and Soloy have noted in prior pleadings, require the parties to the transaction to detail how the assets and ownership int erests being transferred have been valued and assure itself that the parties are not seeking to profit from operating certificates or other assets that were acquired while VIH Cougar was improperl y under foreign control. 9

7 Order 2012
- 8
- 32, at 2. 8 VI H Cougar’s Nov. 17, 2011 Re sponse to the Department’s Oct. 6, 2011 Letter, Dkt. # DOT
- OST
- 2012
- 0022
- 0048 at 3 (emphasis added). 9 Any information properly designated as confidential can of course still be made part of the docket subject to the governing confidentiality protections
.7

In the Virgin America proceeding , the Department undertook a rigorous and open public examination of all of the structures proposed b y the parties to remedy a finding of unlawful foreign control. The Department detailed in a 64
- page Order to Show Cause the carrier’s “substantially revis ed application proposing material changes in its financial arrangements, its management, and its corporate governance,” and sought comment on the proposal. 10 The Department thereafter considered comments from several parties before issuing a final order in the matter. 11 Only after assuring itself b y m eans of a public proceeding that the concerns identified in its original Show Cause Order had been satisfied did the Department approve the transaction. Procedures to inquire into all of the proposed VIH Cougar transactions are even more necessary here, where there is a recent history of disregarding U.S. citizenship requirements, and given the fact that the controlling non
- citizen will retain his ownership stake in the restructured compan y, VIH Cougar, as well as now insinuating himself into Bristow. As the Department has alread y noted, VIH Cougar and Mr. Norie properly bear the burden of proof to showing their compliance with U.S. citizenship requirements and showing that their proposed arrangements are lawfu l and resolve the foreign control issues that have been identified b y the Department. This cannot be done absent a full review of all of the relevant documentation, with the opportunity for public comment on a complete record. We also urge the Department to require that these steps be undertaken promptly . From its inception VIH Cougar has been essentially a straw compan y s et up by a non - citizen to engage in U.S. helicopter operations reserved for U.S. citizens under federal law. While it is unclear from the filings the extent to which the arrangements contemplated by the proposed transactions

10 Order 2007
- 3
- 16 at 1. 11 See Order 20+07
- 5
- 11 at 2
- 3.8

have been completed, it is clear that VIH Cougar is continuing to operate in the Gulf of Mexico and Alaska to the detriment of lawful U.S. operators. Delay in thes e proceedings serves onl y t o continue this unlawful competition against, and at the expense of, legitimate U.S. operators. Respectfully submitted, _______/s/_______________ Jonathan Blank John L ongstreth Timothy Hobbs K&L Gates LLP 1601 K S treet NW Washington, DC 20016 Counsel for Petroleum Helicopters, Inc. Dated: September 20, 20129 CERTIFICATE OF SERVICE I certif y that I have on this 20 th day of September, 2012 served the foregoing Motion of Petroleum Helicopters, Inc. to Supplement the Record upon the persons listed below, and have also filed a redacted version electronically in the docket of this proceeding: Susan L . Kurland Office of the Assistant Secretary for Aviation and International Affairs U.S. Department of Trans portation 1200 New Jersey Avenue, SE Room W96
- 495 Washington, DC 20590 Laural yn Remo Office of the Assistant Secretary for Aviation and International Affairs U.S. Department of Transportation 1200 New Jersey Avenue, SE Room W96
- 495 Washington, DC 20590 P eter Lynch, AGC
- 300 Asst. Chief Counsel for Enforcement Federal Aviation Administration 800 Independence Ave. SW Washington, DC 20591 William J. Weber Certification Section Manager FAA AFS
- 900 45005 Aviation Drive Suite 131 Dulles, VA 20166 Roy Hardie Av iation Safety Inspector Federal Aviation Administration 1601 L ind Avenue SW, Suite 260 Renton, W A 9805710

David M. Nadler David Y. Yang Andrew E. Smith DI CKSTEIN SHAPIRO LLP 1825 Ey e Street, NW Washington, DC 20006 Telephone: (202) 420
- 2200 Facsimile: (202 ) 420
- 2201 nadlerd@dicksteinshapiro.com yangd@dicksteinshapiro.com smitha@dicksteinshapiro.com Counsel to VIH Cougar Helicopters, Inc.
________/s/______________________ John L ongstreth