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

REPLY IN SUPPORT OF MOTION O F PETROLEUM HELICOPTERS, INC.

NORTHERN PIONEER HELICOPTERS LLC AND SOLOY HELICOPTERS LLC TO SUPPLEMENT THE RECORD

AND OPPOSTION TO MOTION TO STRIKE

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 TRANSPORTA TION 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

REPLY IN SUPPORT OF MOTION OF PETROLEUM HELICOPTERS, INC.,

NORT HERN PIONEER HELICOPTERS LLC AND SOLOY HELICOPTERS LLC TO SUPPLEMENT THE RECORD

AND OPPOSITION TO MOTION TO STRIKE VI H Cougar Helicopters Inc.(“VIH Cougar (U.S.)”) responds to the motion of Petroleum Helicopters, Inc. (“PHI”), Northern Pioneer Helicop ters LLC (“Northern”) and Soloy Helicopters LLC (”Soloy”) to supplement the record by mischaracterizing both the motion and the facts underlying it. VIH Cougar (U.S.) then proceeds on that basis to assure the Department that it need not worry itself about a transaction that Mr. Norie’s companies have entered into with another helicopter company , Bristow Group Inc. (“Bristow”). The Bristow transaction was entered into at the very same time that the Department is reviewing “restructuring” efforts that VI H Co ugar (U.S.) claims will “moot” the Department’s finding of “overwhelming” evidence that Mr. Norie, a non
- citizen, has illegall y controlled VIH Cougar (U.S.) for years. 1 Those efforts include the purported transfer of the 76% “ownership” share of VIH Cougar (U.S.) from

1 See Department’s Oct. 6, 2011 Letter to VIH Cougar at 1 (finding overwhelming evidence of noncitizen control) 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 (claiming its transaction with Construction Helicopters,. Inc (“CHI”) will moot the Department’s concerns.)2

Mr. Norie’s lawyer, Mr. Steeper, to a holding company owned b y M r. Christopher Turner, who also owns Construction Helicopters, Inc (“CHI”). The Department has already requested additional information regarding this Steeper
Turner/CHI trans action, which it is presumably now reviewing. PHI, Northern and Soloy ’s current motion recognizes that the Steeper
- Turner/CHI transaction and the role of CHI are the primary focus of the Department’s current review. This does not mean, however, that the Bristow transaction is irrelevant to review of the Steeper
- Turner/CHI transaction, as VIH Cougar (U.S.) erroneousl y asserts. Particularly given the history of this matter, VIH Cougar (U.S.) offers no sound reason why the Department should simply take its word for that, rather than requiring VIH Cougar (U.S.), Mr. Norie, and the Norie
- affiliated companies that are party t o the Bristow transaction to provide full and complete information concerning it. The Department should also, of course, deny VI H Cougar (U.S.) ’s “motion to strike,” which appears to have been filed primarily as a vehicle to provide the Department with more baseless rhetoric. The primary basis for VIH Cougar (U.S.) ’s opposition to the current motion is that the Bristow transaction concerns “certain assets and property owned b y C ougar Helicopters Inc. (“Cougar [Canada]”)( which as the Department knows, is a separate, independent, and unrelated company from VIH Cougar [(U.S.)] ), none of which is owned, used or operated b y V IH Cougar [ (U.S.)] .” 2 This assertion is quite remarkable. What Department actuall y " knows" is precisel y t o the contrary

– it is that, despite the claims of VIH Cougar (U.S.) , it and Cougar (Canada) are not in fact “separate, independent, and unrelated” entities. Rather, as noted above, the Department has found “overwhelming evidence” that VIH Cougar (U.S.) has been controlled by Mr. Norie, who also controls Cougar (Canada). The Department must, in light of its prior findings, proceed

2 VIH Cougar Opp. at 6 (emphasis added).3

on an assumption directly contrary to V IH Cougar (U.S.) ’s assertion that VIH Cougar (U.S.) and Cougar (Canada) are separate, independent and unrelated, namely that VIH Cougar (U.S.) and Cougar (Canada) are instead under the common control of Mr. Norie. And once the baseless assertion that the two companies are “separate, independent, and unrelated” is disregarded, as it must be, there is simply no rational reason for the Department not to make a full and complete inquiry into the Bristow transaction. VI H Cougar (U.S.) concedes, as it must, that the Department has before it the issue of whether Mr. Norie continues to control the company notwithstanding the Steeper
- Turner/CHI transaction and the other machinations it has undertaken in an effort to “moot” this proceeding. 3 VI H Cougar (U.S.) , whic h contrary to the overwhelming evidence before the Department has continued to assert that Mr. Norie has never controlled it, says these transactions should resolve the Department’s concerns. The Department, rightly skeptical of VIH Cougar (U.S.) ’s assert ions, has sought more evidence concerning the purported transfer of Mr. Steeper’s interests to Mr. Turner’s holding company
. 4 PHI , Northern, and Soloy simply ask the Department to be similarly skeptical of claims by VI H Cougar (U.S.) that the transactions Mr. Norie’s companies have entered into with Bristow bear no relationship to the issue of his control over VIH Cougar (U.S.) , despite the fact that they were entered into at the same time that the Department is considering the matter, and despite the fact that VI H Cougar (U.S.)’s restructuring, contrary to its prior representations to the Department does not in fact “reduce (and possibly eliminate) Mr. Norie’s ownership interest in and business relations with VIH Cougar [(U.S.)].” 5

3 Id . at 1, 4, 6 (describing the “salient issue” as whether CHI’s owner Mr. Turner controls VIH Cougar (U.S.) after his “purchase” of Mr. Steeper’s interest). 4 See Order 2012
- 8
- 32. [REDACTED] 5 VIH Cougar (U.S.) ’s Nov. 17, 2011 Response to the Department’s Oct. 6, 2011 Letter, Dkt. # DOT
- OST
- 2012
- 0022
- 0048 at 3.4

In an y event, VIH Co ugar (U.S.) ’s assertion that the Bristow transaction simply involves the sale of “certain assets and property owned b y C ougar [Canada]” is inaccurate. For example, the Bristow 8
- K filing attached to VIH Cougar (U.S.) ’s response discloses that the asset se llers include VIH Aviation Group (“VIHAG (Canada)”) and VIH Helicopters USA, Inc, [REDACTED]. Nor, contrary to VIH Cougar’s (U.S.) assertion, is the 8
- K disclosure sufficient to fully illuminate the effects of the Bristow transaction on VIH Cougar (U.S.)
. For example, the 8
- K states that the transaction involves Cougar’s (Canada) IFR business, but does not describe that business or its relationship to VIH Cougar (U.S.) ’s IFR business in the U.S., which is the basis of the Steeper
- Turner/CHI transaction. 6 VI H Cougar (U.S.) states that it, and Mr. Turner and his companies, are not parties to the Bristow transaction. 7 This does not mean, however, that the transaction bears no relationship to the issue of Mr. Norie’s control over VIH Cougar (U.S.) . VIH Co ugar (U.S.) has engaged in a series of transactions, which the Department is now reviewing to assess VIH Cougar (U.S.) ’s contention that they “moot” its Order to Show Cause concerning Mr. Norie’s control of the compan y. These transactions include, in VIH Cougar (U.S.) ’s words, efforts to “reorganize the compan y’s remaining IFR business line.” 8 It is improbable, to say the least, that transactions entered into at the same time by Norie
- controlled companies to sell assets used in Cougar (Canada)’s “IFR busi ness” to Bristow are entirely irrelevant to this transaction. This is

6 VIH Cougar (U.S.) takes umbrage at the observation that that it did not disclose this transaction to DOT, noting that Bristow's 8
- K f iling is public. VIH Cougar Opp. at 5. The point is unclear, unless VIH Cougar (U.S.) means that the Department is obligated to troll the 8
- K filings of the entire industry. 7 VIH Cougar Opp. at 7. PHI, Northern, and Soloy’s Motion to Supplement, at 2, stated that the transaction was 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.” VIH Cougar does not contest that all of these entities are controlled by Mr. Norie. 8 Id. at 4.5

particularl y s o since, as the Department has previously found, 9 VI H Cougar has been dependant on Cougar and other Norie companies for its operations. [REDACTED] VI H Cougar (U.S.) raises several procedural objections that are likewise of no merit whatsoever. It suggests that providing information on the Bristow transaction would violate confidentiality restrictions in the agreements. 10 But parties cannot insulate themselves from regu latory orders by agreement, which is why , as VIH Cougar (U.S.) must well know, such agreements routinely provide expressly that an y c onfidentiality restrictions do not apply to production pursuant to such orders VIH Cougar (U.S.) also repeats its prior sug gestions that PHI and the Department cannot protect its supposedly confidential information. 11 The Department has soundly and rightly rejected such arguments. 12 And VIH Cougar (U.S.) states that the information is not in its possession, but even if that we re true it is surely in the possession, custody , or control of Mr. Norie, whose conduct is directly at issue in this proceeding. Finally , VIH Cougar (U.S.) closes with two pages of rhetoric, styl ed as a “Motion to Strike,” suggesting that there is no bas is for PHI, Northern and Solo y’s motion and that it was brought for improper purposes. Much of this is based on a rehash of the bogus confidentiality point discussed above. The Motion is properly based on the information available to PHI , Northern and So loy , and asks the Department to assure that it has all the information necessary to inform its decision. The Department has dealt appropriatel y i n the past with VIH Cougar

9 Order 2012
- 3
- 7, at 6
- 7 (outlining “VIH Cougar’s dependence on VIH Group.”) 10 VIH Cougar Opp. at 7 n.1. 11 Id. at 9 n.4 12 See Order 2012
- 4
- 26.6

(U.S.) ’s efforts to take the focus off its own conduct by making overheated and bas eless charges of misconduct against others, and should do so again by denying the motion to strike. Respectfully submitted, _______/s/_______________ Jonathan Blank John L ongstreth Timothy Hobbs K&L Gates LLP 1601 K Street NW Washington, DC 2 0016 Counsel for Petroleum Helicopters, Inc. Dated: October 4, 20127 CERTIFICATE OF SERVICE I certif y that I have on this 4th day of October, 2012 served the foregoing Motion of Petroleum Helicopters, Inc. to Supplement the Record upon the person s 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 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 Peter Lynch, AGC
- 300 Asst. Chief Couns el 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 Aviat ion Administration 1601 L ind Avenue SW, Suite 260 Renton, W A 980578

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