DICKSTEINSHAP I ROLLP 

1825 Eye Street NW I Washington, DC 20006-5403 

TEL (202) 420-2200 I FAX (202) 420-2201 I dicksteinshapiro.com 

June 15, 2012 

Via E-mail susan.kurland@dot.gov 

Via Facsimile (202) 493-2251 

Honorable Susan L. Kurland 

Assistant Secretary forA viation and 

International Affairs 

U.S. Department of Transportation 

Docket Operations (M-30, Room Wl2-140) 

West Building Ground Floor 

1200 New Jersey Avenue, SE 

Washington, DC 20590 

Re: VIH Cougar Helicopters, Inc. 

Docket DOT-OST-2012-0022 

Dear Secretary Kurland: 

We write in response to the June 8, 2012 letter s~bmitted by Petroleum Helicopters, Inc. ("PHI"). 

PHI's letter is the latest in a long line of attempts, both in the' years before and during these 

proceedings, to eliminate a lawful competitor thfough an abuse ofthe regulatory process. ' . :, ~ : ., '' ' ' ' 

As we have stated from the outset, the purpose ofDepartment's Show Cause proceedings is 

remedial and intended only to direct the carrier to take corrective actiontodemonstrate that it is 

under the control of U.S. citizens. See e.g., Air-Evac Air Ambulance Inc. Concerning US 

Citizenship, Order 96-6-13, at 1-2 (June 7, 1996) (allowing various responses to a show cause 

order and withdrawing a show cause order proposing revocation of air taxi authority where the 

company finally provided subsequent information showingthat restructuring brought it into 

compliance with the. applicable citizenship regu~~tions); see; also, Application of Virgin America, 

Inc., Final Order, [)ocket No. OST-2005-23307,at 1 (May 18,2007)(allowing Virgin America 

to substantially revise its operations pursuant to;requ~sts by the Department after a show cause 

order, and finding that the company now complied with the U.S. Citizen requirements and thus 

its application for a certificate would be approved). 

Los Angeles I New York I Orange County I Silicon Valley I Stamford I Washington, DC 
DICKSTEINSHAPI ROLLP 

Honorable Susan L. Kurland 

June 15, 2012 

Page2 

In light of these considerations, the concern raised in the Department's March 12, 2012 Show 

Cause Order has focused on the relationship between Messrs. Steeper and Norie. As the 

Department is aware, VIH Cougar has adduced evidence demonstrating that Mr. Steeper, a U.S. 

citizen, is not under any foreign control but owns and operates VIH Cougar under his own 

direction. To date, we have seen no evidence (as opposed to speculation, innuendo, and 

unfounded credibility concerns) of an undue control relationship. Indeed, PHI's June 8 letter is 

more of the same, as it continues to assert only juvenile ad hominem attacks on Mr. Steeper and 

suspicions that lack even a scintilla of evidence to back up the allegations. Despite the benefit of 

havingYIH Cougar's detailed positions in its Response and Objections to theBhow-GauseOFoor--

and Reply, PHI has provided no factual rebuttal of any kind, thus confirming that there is no 

evidence to support its claims. 

Nevertheless, in the interests of bringing this matter to a close, VIH Cougar has voluntarily 

undertaken actions that will fully address the Department's concerns regarding Mr. Steeper and, 

thus, render these proceedings moot. In this regard, our May 7, 2012 letter advised that VIH 

Cougar has sold its VFR business to a U.S. air carrier owned and operated by unrelated U.S. 

citizens who are not affiliated with VIRAG, its affiliates, subsidiaries, or principals, including 

Mr. Norie. Likewise, our June 1, 2012letter advised that with respect to the company's IFR 

operations - its remaining business line - VIH Cougar had entered into a Letter of Intent with an 

unrelated and unaffiliated U.S. purchaser that will result in the separation of Mr. Steeper from 

the company. As we advised, under the proposed arrangement, in full accordance with the 

Department's statutory citizenship requirements, Mr. Steeper will sell his 76% super-majority 

interest in the company, while Mr. Norie will retain a passive 24% minority interest, the 

purchaser will elect a new board of officers and directors upon closing, and Mr. Steeper will 

resign. 

Clearly frustrated with this proposal (because it will not result in eliminating VIH Cougar as a 

competitor), PHI has taken the extreme position that "civil penalties" and "disgorgement" are 

required at this juncture. Not only does PHI's assertion reveal its true motivation- to disrupt 

VIH Cougar's good faith restructuring efforts by any means possible- it is utterly without merit. 

At all relevant times, VIH Cougar has operated lawfully with an exemplary safety record 

pursuant to 49 U.S.C. § 40109(±) and 14 C.F.R. Part 298. The Show Cause Order is only a 

"tentative" decision that obviously has no legal effect in the absence of a final order. If, and only 

if, a final order is issued, and VIH Cougar continues to operate, could VIH Cougar be in any 

actual violation of Department regulations such that penalties could become applicable. Further, 

the Department has advised in this case that even if its tentative decision to revoke VIH Cougar's 

air taxi authority is made final, it will not become effective until 90 days after the order is served. 

As such, VIH Cougar cannot be in violation of 49 U.S.C. § 41101, or any other provision, until 

that time at the earliest. 
DICKSTEINSHAPI ROLLP 

Honorable Susan L. Kurland 

June 15, 2012 

Page 3 

For the foregoing reasons, the Department should reject PHI's June 8, 2012letter as a 

transparent attempt to convert the show cause process into an enforcement proceeding solely for 

PHI's financial gain. As we stated in our June 1, 2012letter, we will advise the Department 

once the pending restructuring regarding the company's IFR operations has been completed. In 

the meantime, please do not hesitate to contact me with any questions or concerns. 

Sincerely, 

\)~ '(\). 'D~ /A€S 

David M. Nadler 

(202) 420-2281 direct dial 

nadlerd@dicksteinshapiro.com 

cc: Jonathan Blank, Esq. 

K&L Gates