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. 

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Docket DOT-OST-2012-0022 

MOTION OF PETROLEUM HELICOPTERS, 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 Longstreth 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)
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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.

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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.1The Department has already, over VIH Cougar’s baseless objections, 

ordered disclosure of the identity of Construction Helicopters, Inc. (“CHI”), the purchaser of Mr. 

Steeper’s equity interest in VIH Cougar, and has asked for additional further information 

concerning the transaction, 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 VIH Cougar’s Motion to Dismiss the Show Cause Proceeding, 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. .
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PHI, Northern and Soloy have noted the need for the Department to make itself 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 

VIH 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. 

VIH 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 already requested 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 by Mr. 

Norie. Many details of the transaction 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 party to the transaction provide full 

information 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 

company that is controlled by VIHAG.3

3 The transaction is described in an 8-K report filed by Bristow, available at 

http://biz.yahoo.com/e/120904/brs8-k.html
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First, 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 8th S-92 

for $18.75 million that is also used in Cougar’s IFR Business. Second, a Bristow Canadian real 

estate affiliate will buy the real property currently 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 

already paid for the 8th 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 publicly, 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 

VIH Cougar’s business. Nonetheless, based on the information that has been made available, it 

appears that the transaction may bear closely on DOT’s proceedings against VIH Cougar (U.S.) 

in several ways, and that, at the very least, the Department should inquire further 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.4It is not clear whether the Bristow transaction is intended to attempt to 

address that issue, though the timing of the transaction is certainly suggestive. Similarly, it is 

unclear if the transfer of real estate assets from a Canadian-controlled VIH entity to a Canadian 

subsidiary of Bristow, 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. 
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transaction as part of its efforts to “moot” the DOT proceedings, just as its removal 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 element of control, and are part of a series of 

transactions by which he seeks to monetize the value of his previously illegal operations by, 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 company. The Department must also 

assure that Mr. Norie is not engaging in these transactions in order to profit further from VIH 

Cougar’s illegal operations. 

As noted above, the Department has already sought full information as to the CHI 

transaction, whereby Mr. Norie seeks to maintain a minority interest in VIH Cougar while 

nonetheless asserting 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 the 
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transactions the VIH entities have entered into following DOT’s order is relevant to DOT’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 description. 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 underlying transactional 

documents and associated correspondence, not just as to the CHI transaction which VIH Cougar 

has already 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 any wrongdoing in the face of “overwhelming” evidence of non-citizen control,5and 

given that the controlling non-citizen, who apparently selected the buyer, is maintaining even 

after the purported restructuring the same 24% ownership stake that allowed him to exercise 

control previously,

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and is engaging in other transactions designed to align himself with yet 

another U.S. operator. 

The Department has commendably rejected VIH Cougar’s contention that disclosure of 

the mere identity 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 Information 

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 credulity” and “flies in the face of the 

5

See Department’s Oct. 6, 2011 Letter to VIH Cougar at 1. 

6 VIH Cougar’s Motion to Dismiss at 4.
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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 system does not operate on the basis 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 

additional 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.”7Further inquiry is also 

warranted given that these new arrangements, in which Mr. Norie retains his ownership share in 

VIH Cougar and now is aligning himself with not one, but two, U.S carriers, differ from those 

originally represented to the Department, which were that “VIH Cougar intends to restructure the 

Company to reduce (and possibly eliminate) 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 interests 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 improperly under 

foreign control.9

7 Order 2012-8-32, at 2.

8 VIH Cougar’s Nov. 17, 2011 Response 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. 
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In the Virgin America proceeding, the Department undertook a rigorous and open public 

examination of all of the structures proposed by 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 revised 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 by means 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 

company, VIH Cougar, as well as now insinuating himself into Bristow. As the Department has 

already 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 

lawful and resolve the foreign control issues that have been identified by 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 company set 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. 
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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 these proceedings serves only to 

continue this unlawful competition against, and at the expense of, legitimate U.S. operators. 

Respectfully submitted, 

_______/s/_______________

Jonathan Blank

John Longstreth

Timothy Hobbs

K&L Gates LLP

1601 K Street NW

Washington, DC 20016

Counsel for Petroleum Helicopters, Inc.

Dated: September 20, 2012
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CERTIFICATE OF SERVICE

I certify that I have on this 20th 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 Transportation

1200 New Jersey Avenue, SE

Room W96-495

Washington, DC 20590

Lauralyn 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

Peter 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

Aviation Safety Inspector

Federal Aviation Administration

1601 Lind Avenue SW, Suite 260

Renton, W A 98057 
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David M. Nadler

David Y. Yang

Andrew E. Smith

DICKSTEIN SHAPIRO LLP

1825 Eye 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 Longstreth