# EXHIBIT A

### 8

**- K**  **1 projectretriever** 

**- signing8kwl.htm** 

UNITED STATES 

## SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549



# FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
**Date of Report (Date of earliest event reported): August 31, 2012**

**Check the appropriate box below if the Form 8-K filing is intended to simultaneously**  **satisfy the filing obligation of the registrant und er any of the**  **following provisions:**

**[ ] Written communications pursuant to Rule 425 un der the Securities Act (17 CFR 230.425)**  **[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.1**  **4a-12) [ ] Pre-commencement communicatio**  **ns pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))**  **[ ] Pre-commencement communicatio ns pursuant to Rule 13e-4(c) under the Exchange Act**  **(17 CFR 240.13e-4(c))** 

### BRISTOW GROUP INC. **(Exact name of Registrant as specified in its chart er)** 
Delaware **(State of Incorporation)** 001-31617 **(Commission File Number)** 72-0679819 **(I.R.S. Employer Identification No.)**
2103 City West Blvd., 4 th Floor Houston, Texas **(Address of principal executive offices)** 77042 **(Zip Code)** (713) 267-7600 **(Registrant’s telephone number, including area code )** 

N/A **(Former Name or Former Address, if Changed Since La st Report)**  

## Page **1 of**  **8 projectretriever** 

**- signing8kwl.htm** 

**- Generated by SEC Publisher for SEC Filing** 

**9/ 26/**  **2012 http://www.sec.gov/Archives/edgar/data/73887/000089882212000429/projectretriever** 

**- sig** 

**... Share and Asset Purchase Agreement** 

**On August 31, 2012, Bristow Group Inc., a Delaware corporation (“Bristow**  **” or the “Company ”), entered into a Share and Asset Purchase**  **Agreement (the “Purchase Agreement**  **”) by and among the Company, Kenlor Investments Ltd ., a company organized under the laws of British**  **Columbia (“Kenlor ”), VIH Aviation Group, Ltd., a company organized u**  **nder the laws of British Columbia (“VIH Aviation ”), VIH**  **Helicopters USA, Inc., a company organized under th e laws of Idaho (“VIH Helicopters**  **”), CGSCH Enterprises Ltd., a company organized under the laws of British Columbia (“CGSCH**  **,” and, together with Kenlor, VIH Aviation and VIH H elicopters, the “Asset Sellers**  **”) and Cougar Aviation Ltd., a company organized under the** **laws of Nova Scotia (“Cougar Aviation ,” and, together with the Asset Sellers,**  **“Sellers ”), Cougar Helicopters Inc., a company organized un**  **der the laws of Canada (“Cougar ”), BHNA Holdings Inc., a company organized**  **under the laws of Delaware (“Asset Purchaser ”), Bristow Canada Holdings Inc., a company organiz**  **ed under the laws of British Columbia (“Share Purchaser**  **”), and Bristow Canadian Real Estate Company Inc., a company organized under the laws of British Colum** **bia (“Real Estate Purchaser**  **,” and together with Asset Purchaser and Share Purch aser, “Purchasers**  **”) and Kenneth Norie (“Norie ”) (the “Investment**  **”). Sellers and Cougar together are referred to as the “VIH Ent**  **ities ”.**  **Pursuant to the Purchase Agreement, (i) Asset Purch aser will acquire from Asset Sellers and Cougar the** **right, title and interest in the assets primarily related to and used for Cougar’s Instrume**  **nt Flight Rules business (“IFR Business ”), including seven Sikorsky S-92 Helicopters and**  **assume certain liabilities related to those assets and the IFR Business, (ii) Real Estate Purchaser wi**  **ll acquire all right, title and interest in the real property currently used in the operations of t**  **he IFR Business and (iii) Share Purchaser will acqu ire from Cougar Aviation 40 shares of**  **newly issued Class B shares in the capital of Couga r (“Class B Shares**  **”), representing in the aggregate 25.0% of the voti ng power and 40.0%**  **of the economic interests in Cougar and 100% of the outstanding Class B Shares of Cougar. Purchasers**  **will pay a base purchase price of $231.25 million (which, together with $18.75 millio**  **n previously paid for a related purchase of another Sikorsky S-92 helicopter used in the**  **IFR Business, equals $250 million in total base pur chase price) and a potential earn-out of $40 millio**  **n, which is payable to Sellers over three years based on the attainment of certain metrics of**  **EBITDAR improvement at Cougar.** Conditions to Completion of the Investment **The obligation of each of Sellers and Purchasers to consummate the Investment is conditioned on, among** **other conditions: – The absence of any injunction or other orders issu**  **ed by any court of competent jurisdiction prohibiti ng consummation of the**  **Investment; – Receipt of a determination by the Canadian Transpo**  **rtation Agency (the “CTA ”) to the effect that after giving effect to the In**  **vestment, Cougar would continue to be “Canadian” for purposes**  **of the Canada Transportation Act (“CTA Approval ”);**  **– The absence of any law or governmental order which prohibits the consummation of the Investment or th**  **at has the effect of making the Investment illegal;**  **– The accuracy of the other party’s representations and warranties in the Purchase Agreement, subject t**  **o customary materiality and material adverse effect qualifications; and**  **– The performance by the other party, in all materia l respects, of all of its obligations under the Pur**  **chase Agreement.** 

### 2 Item 1.01 Entry into Material Definitive Agreement. 

## Page **2 of**  **8 projectretriever** 

**- signing8kwl.htm** 

**- Generated by SEC Publisher for SEC Filing** 

**9/ 26/**  **2012 http://www.sec.gov/Archives/edgar/data/73887/000089882212000429/projectretriever** 

**- sig** 

**... The obligation of Purchasers to consummate the Inve**  **stment is subject to the following additional condi tions:** 

**– Receipt of third-party consents under certain cont racts;**  **– Absence of any circumstance, change, or effect tha t, individually or in the aggregate would constitut**  **e a Material Adverse Effect (as defined below) since June 30, 2012;**  **– The occurrence of certain internal recapitalizatio n transactions necessary for the Investment, as wel**  **l as the repayment of debt associated with Cougar and the purchased assets;**  **– Receipt of the proceeds of Acceptable Financing (a s defined below) (or lenders have unconditionally u**  **ndertaken to advance the proceeds of the Acceptable Financing at closing) (t**  **he “Financing Condition ”);**  **– Receipt of confirmation from Sellers that the heli copters being transferred are in delivery condition**  **, including airworthiness; and – Completion of certain confirmatory due diligence b**  **y the later of September 30, 2012 or the receipt of CTA Approval (“Due Diligence**  **Condition ”).**  Termination of the Purchase Agreement **The parties may terminate the Purchase Agreement pr ior to the closing by mutual written consent. In a**  **ddition, each party may terminate the Purchase Agreement prior to the closing:**  **– If the closing shall not have occurred by October 31, 2012, subject to possible extension for financi**  **ng purposes (the “Outside Date ”);**  **– In the event of a final, nonappealable court or go vernmental order prohibiting the Investment;**  **– If there shall have been a breach of any of the co venants or agreements or failure to be true of any**  **of the representations or warranties set forth in the Purchase Agreement on the part of**  **the other party, which breach or failure to be true would result in the failure of the**  **conditions to the obligation of the non-breaching p arty to consummate the transactions contemplated by**  **the Purchase Agreement, and which is not cured by thirty days following written**  **notice to the breaching party of such breach or fa ilure to be true; or**  **– If Purchasers have not confirmed that the Due Dili gence Condition has been satisfied or waived by the**  **later of September 30, 2012 or the receipt of CTA Approval.**  Effect of Termination **In the event of the termination of the Purchase Agr eement as provided above, the Purchase Agreement wi**  **ll become void and, except in the case of any fraud or any material and intentional b**  **reach of any representation, warranty or covenant, there will be no liability on the part of**  **any party to the Purchase Agreement, except that ce rtain provisions will survive any such termination.**  **In the event that the Agreement is terminated by ei ther party as a result of the Outside Date terminat**  **ion provision, and at the time of such termination, the only closing condition that has no**  **t been satisfied or waived (other than conditions t hat, by their nature, can only be satisfied at**  **closing), is the Financing Condition, then Purchase rs will pay Sellers a termination fee of $10 millio**  **n.** Financing **As soon as reasonably practicable after the receipt of either final CTA Approval or written communicat**  **ion from the CTA that such final CTA Approval is reasonably likely to be granted, Purcha**  **sers and the Company are to use their commercially reasonable efforts to arrange and**  **obtain debt financing on terms that are substantial ly consistent with and no less favorable to Purchas**  **ers, in Purchasers’ good faith commercial judgment, than those specified in the Purchase Agre**  **ement. The Purchasers and the Company are only req uired to obtain the debt financing**  **and consummate the transaction if the debt financin g is (i) permitted under the terms of the Company’s**  **other indebtedness, (ii) has an interest rate no higher than that set forth in the Purchase**  **Agreement and (iii) results in the Company receivin g sufficient net proceeds, together with**  **available cash resources (excepting an agreed amoun t of minimum liquidity), to fund the acquisition (“**  **Acceptable Financing ”). Purchasers**  **and the Company contemplate seeking an amendment to the Company’s existing Revolving Credit and Term L**  **oan Agreement to permit the incurrence of the debt financing. The receipt of t**  **his amendment and the debt financing described abov e are conditions to Purchasers’ and the**  **Company’s obligations to close the transactions.** 

### 3 

## Page **3 of**  **8 projectretriever** 

**- signing8kwl.htm** 

**- Generated by SEC Publisher for SEC Filing** 

**9/ 26/**  **2012 http://www.sec.gov/Archives/edgar/data/73887/000089882212000429/projectretriever** 

**- sig** 

**...**Representations and Warranties

**Sellers and Cougar have made representations and wa rranties regarding, among other things: organizatio**  **n; qualification; corporate authority; capital structure; non-contravention of organizing**  **documents or applicable laws; consents and approval s; governmental licenses and permits;**  **financial statements; absence of undisclosed liabil ities; absence of certain changes or events; absenc**  **e of certain litigation; compliance with laws; environmental matters; material contracts; in**  **tellectual property; real property; employee benefi t matters; tax matters; affiliate**  **transactions; brokers’ fees; employee relations; tit le to assets; personal property; sufficiency of ass**  **ets; material customers and suppliers; insurance; third party approvals; absence of indebt**  **edness; aircraft operations; regulatory approvals; pre-closing reorganization and solvency.**  **Purchasers and Bristow have made representations an d warranties regarding, among other things: organiz**  **ation; qualification; corporate authority; non-contravention of organizing document**  **s or applicable laws; governmental consents and app rovals; absence of certain litigation;**  **and availability of financing. Many of the representations and warranties in the P**  **urchase Agreement are qualified by a “materiality” o r “material adverse effect” standard**  **(that is, they will not be deemed to be untrue or i ncorrect unless their failure to be true or correct**  **, individually or in the aggregate, would, as the case may be, be material or be reasonably expec**  **ted to have a material adverse effect). For purpose s of the Purchase Agreement, a “**  **material adverse effect” with respect to the IFR Business or**  **the VIH Entities means any fact, circumstance, even t, change or effect that is or has or**  **would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (**  **a) the assets, liabilities, business, conditions (financial or otherwise) or results of o**  **perations of the IFR Business or the VIH Entities, subject to certain customary exclusions or**  **(b) on the ability of Sellers or Cougar to consumma te the Investment (“Material Adverse Effect**  **”). The representations and warranties in the Purchase**  **Agreement generally survive for eighteen months aft er the closing date.**  Conduct of Cougar’s Business Prior to Closing **Sellers have agreed to customary covenants in the P urchase Agreement relating to the conduct of Cougar**  **’s business between the date of the Purchase Agreement and the closing. In general (an**  **d subject to specific provisions in certain context s), Sellers have agreed (a) to operate and**  **maintain the existing assets of the Cougar’s busine ss in the ordinary course of business consistent wi**  **th past practice, (b) to use commercially reasonable efforts, consistent with existing practi**  **ces, to keep available the services of employees an d preserve relationships with all customers,**  **suppliers, licensors, licensees, distributors and c reditors of Cougar’s business, and (c) to keep in f**  **ull force and effect all material insurance policies maintained by the VIH Entities.**  

### 4 

## Page **4 of**  **8 projectretriever** 

**- signing8kwl.htm** 

**- Generated by SEC Publisher for SEC Filing** 

**9/ 26/**  **2012 http://www.sec.gov/Archives/edgar/data/73887/000089882212000429/projectretriever** 

**- sig** 

**...**Indemnification

**Sellers have agreed, subject to certain conditions, to indemnify Purchasers, their affiliates and thei**  **r representatives, and the Company, where applicable, from and against any and all damages su**  **ffered or incurred by such indemnified party relati ng to, arising out of or resulting from (a)**  **Sellers’ breach of or inaccuracy in any representati ons or warranties made by the VIH Entities in the P**  **urchase Agreement (subject to a specified basket and cap amount), (b) any breach or**  **failure by the VIH Entities to perform its covenan ts or obligations contained in the**  **Purchase Agreement, (c) any liabilities retained by Sellers, and (d) certain other specified matters.**  **Purchasers have agreed, subject to certain conditio ns, to indemnify Sellers, their affiliates and thei**  **r representatives from and against any and all damages suffered or incurred by such indemnifie**  **d party relating to, arising out of or resulting fr om (a) Purchasers’ breach of or inaccuracy**  **in any representations or warranties made by Purcha sers in the Purchase Agreement (subject to a specif**  **ied basket and cap amount), or (b) any breach or failure by Purchasers to perform their co**  **venants or obligations contained in the Purchase Ag reement.**  Regulatory Covenants **Each of the parties has agreed, upon the terms and subject to the conditions of the Purchase Agreement**  **, to cooperate and to use its commercially reasonable efforts to take, or cause t**  **o be taken, all actions and to do, or cause to be d one, all things necessary under applicable**  **laws to consummate the Investment, including effort s to obtain the CTA Approval.**  Governing Law **The Purchase Agreement is governed by, and will be construed in accordance with, the laws of British C**  **olumbia.** Other Agreements **The Purchase Agreement also contemplates that in co nnection with the Investment, Bristow and its affil**  **iates will enter into certain commercial agreements with Cougar. At closing, such agreement**  **s will consist of long-term aircraft and real estat e leases for the helicopters and real**  **property being purchased in the Investment and a ma intenance support services agreement for the provis**  **ion of certain maintenance services for the purchased aircraft.**  **The foregoing description of the Purchase Agreement does not purport to be complete. Bristow will file**  **a copy of the Purchase Agreement with the Securities and Exchange Commission upon th**  **e earlier of (i) the filing of a Current Report on Form 8-K upon consummation of the**  **Investment and (ii) the filing of Bristow’s Quarter ly Report on Form 10-Q for the quarter ended Septem**  **ber 30, 2012. Unanimous Shareholder Agreement**  **The Company, Bristow, Norie and certain of their af filiates will enter into, at closing of the Investm**  **ent, a unanimous shareholder agreement (the “Shareholder Agreement**  **”).** 

### 5 

## Page **5 of**  **8 projectretriever** 

**- signing8kwl.htm** 

**- Generated by SEC Publisher for SEC Filing** 

**9/ 26/**  **2012 http://www.sec.gov/Archives/edgar/data/73887/000089882212000429/projectretriever** 

**- sig** 

**...**Pursuant to the Shareholder Agreement, Cougar will have five directors, with two directors to be appoi nted by the Company and three (each of

whom is to be a Canadian person) to be appointed by Norie. Consistent with the protection of the interests of Bristow as a minority investor in Cougar, certain s pecified matters at Cougar will require the approval of Bristow and Norie in their capacity as shareholders and certain other matters will requirethe approval (a “Special Board Majority ”) of a majority of the directors voting on the mat ter that includes at least one Norie-appointed dire ctor and one Bristow-appointed director. Under the Shareholder Agreement, Norie will serve a s the initial Chairman and CEO/President of Cougar, with any successor to Norie as CEO/President to be an individual nominated or reco mmended by the Norie-appointed directors and approv ed by a Special Board Majority. The parties have agreed to certain restrictions on the transfer of their shares in Cougar, including p roposed transfers by Norie (which may be proposed generally only after the fifth anniversary of the Investment) or Bristow to arms length parti es being subject to rights of first refusal and matching rights. Bristow will also have a tag- along right in the event that it elects not to purc hase Norie’s shares pursuant to its right of first refusal or matching rights. Each party has agreed that they will not compete wi th Cougar in the IFR Business in Canada and Greenla nd, subject, in the case of Norie, to certain limited exceptions. Norie’s non-compete wi ll last for the longer of the term of the sharehold ers agreement or such time as he owns Cougar shares, and for five years thereafter. Bris tow’s non-compete will last for such time as it own s Cougar shares. The Shareholder Agreement also establishes a proces s through which Cougar will first engage Bristow in negotiations to fulfill future requirements of Cougar for helicopters and faciliti es, and if Bristow is unwilling to provide the airc raft or facilities on terms acceptable to Cougar, Cougar can seek terms and conditions from a third party, subject to Bristow’s matching rights to satisfy Cougar’s requirements on those third party terms. The foregoing description of the Shareholder Agreem ent does not purport to be complete. Bristow will file a copy of the Shareholder Agreement with the Securities and Exchange Commissi on upon the earlier of (i) the filing of a Current Report on Form 8 -K upon consummation of the Investment and (ii) the filing of Bristow’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits Exhibit No. Description 

### 99.1 Press Release, dated September 4, 2012. 6 Item 9.01 Financial Statements and Exhibits. 

## Page 6 of 8 projectretriever

- signing8kwl.htm

- Generated by SEC Publisher for SEC Filing

9/ 26/ 2012 http://www.sec.gov/Archives/edgar/data/73887/000089882212000429/projectretriever

- sig

...SIGNATURE

Pursuant to the requirements of the Securities Exch ange Act of 1934, the registrant has duly caused th is report to be signed on its behalf by the undersigned hereunto duly authorized.

BRISTOW GROUP INC.
Date: September 4, 2012 By: /s/ E. Chipman Earle Name: E. Chipman Earle Title: Senior Vice President, General Counsel and Corporate Secretary



### 7 

## Page 7 of 8 projectretriever

- signing8kwl.htm

- Generated by SEC Publisher for SEC Filing

9/ 26/ 2012 http://www.sec.gov/Archives/edgar/data/73887/000089882212000429/projectretriever

- sig

...

### EXHIBIT INDEX

Exhibit No. Description 

### 99.1 Press Release, dated September 4, 2012.

8 

## Page 8 of 8 projectretriever

- signing8kwl.htm

- Generated by SEC Publisher for SEC Filing

9/ 26/ 2012 http://www.sec.gov/Archives/edgar/data/73887/000089882212000429/projectretriever

- sig

...

# EXHIBIT B