Order 2012

- 8

- 32

Served: August 24, 2012

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, D.C.

Issued by the Department of Transportation

on the 24 th day of August , 20 1 2

In the matter of the cancellation of the Air Taxi authority

issued to

VIH COUGAR HELICOPTE RS, INC.

p ursuant to the provisions of 14 CFR 298.24 Docket DOT

- OST

- 20 1 2

- 0022

Summary

By this order, we direct VIH Cougar Helicopters, Inc. (“VIH Cougar”) to submit additional information to facilitate our review of the ownership and control of the company.

Background

On March 12, 2012 , the Department issued Order 2012

- 3

- 7, tentatively finding that VIH Cougar

, an operating air taxi, is under the control of Kenneth Norie, a Canadian citizen. Specifically, we tentatively found that several past and present employment relationships and affiliations between William Steeper, the U.S. majorit y shareholder of VIH Cougar, and other key management personnel of VIH Cougar on the one hand, and Mr. Norie and his wholly owned companies, collectively VIH Group

, on the other hand, were indicia of VIH Group’s control over VIH Cougar

. Specifically, thes e past and present employment relationships and affiliations provided a means for Mr. Norie and VIH Group to exert substantial influence and control over VIH Cougar and its operations. We also tentatively found that VIH Cougar’s dependence on VIH Group fo r the provision of personnel and other assets necessary to develop and sustain its operations provided another means for the foreign interest to exert substantial influence or control over VIH Cougar. 1

On July 6, 2012, VIH Cougar filed a m otion in Docket DOT

- OST

- 2012

- 0022 requesting that the Department dismiss the proceeding initiated by the Order to Show Cause. VIH Cougar states that on June 27, 2012, Mr. Steeper, the U.S. majority owner of VIH Cougar, sold his ownership

interest in VIH C ougar. Moreover, VIH Cougar reports that, subse quent to the sale

, Mr. Steeper resigned from VIH Cougar as its director, president, and secretary

, and a new president, secretary, and board of directors were appointed. In light of the recent change in owne rship and

management of the company, VIH Cougar believes that it has addressed the Department’s concerns and that further proceedings are now moot.

1 Order 2012

- 3

- 7, at 6

- 7.2

DECISION

We have reviewed the information VIH Cougar provided concerning its new majority

shareholder and determined that additional information is needed before we can determine VIH Cougar’s compliance with the citizenship requirements of the air taxi exemption

. Therefore, we

direct VIH Cougar to file the supplementary material identified in the Information Request attached as Appendix A to this Order. Moreover, we remind VIH Cougar that under 49 U.S.C. § 40109(f) and its implementing regulations, 14 C.F.R. Part 298, VIH Cougar bears the burde n of proof with regard to demonstrating its citizenship . If VIH Cougar fails to respond fully to our information request, we may conclude that it has failed to meet its burden of proof and cancel the air carrier’s air taxi exemption.

ACCORDINGLY,

1. We direct VIH Cougar Helicopters, Inc., to submit the additional information set forth in Appendix A to this Order in Docket DOT

- OST

- 2012

- 0022 within 14 days from the date of

issuance of this order.

2. We will serve a copy of this order on the persons listed in Attachment B

.

By:

SUSAN L . KURLAND Assistant Secretary

for Aviation and International Affairs

An electronic version of this document is available on the World Wide Web at: http://www.regulations.govAttachment A

Information Request VIH Cougar Helicopters, Inc.

Ownership

1. Provide the sale agreement effective June 27, 2012, referenced in VIH Cougar’s July 6, 2012, Motion to Dismiss and all documents related to the sale

, such as commitment letters, closing binders, subscription agreements, stockholder agreements, financing agreements, put agreements, understandings, and board resolutions . In addition, provide a summary of the terms of the sale, including the purchase price paid per share and the source of funds used to finance the purchase.

2. Provide the names, addresses, telephone numbers, citizenship, and principal business of the Purchaser (including any entity or entities created for the purpose of completing the purchase ) and any persons holding or potentially holding ( e.g., by exercising options) a 10 percent or greater interest in any of those entities.

a. State the amount of stock held by class or series, and the percentage of each type of stock owned or potentially owned by each such person.

b. If any such person is a corporation, p rovide the identity (as noted above) of each person holding 10 percent or more of the stock of the corporation. If any such person is a partnership , provide the identity (as noted above) of each

partner

. If any such person is a limited liability compan y , provide the id entity (as noted above) of the managing member and each member holding 10 percent or more of the membership interest

. If any shares , or partnership or membership interest are held for the benefit of another, identify the beneficial

owners

. [Note: This information should be provided for any partnership or corporation back to the owners of any ultimate partners or corporate owners.]

c. Identify the state or other laws under which any corporations , limited liability companies, or partnershi ps listed above are organized.

3. If VIH Cougar has amended either its bylaws or articles of incorporation since those document were last provided to the Department, provide copies of the amended

documents.

Management

4. Provide a resume for Christopher G. Turner, as well as the identi t y of and a resume for the additional board members who have joined VIH Cougar since its June 27, 2012 change in ownership.5. Provide an affidavit for Mr. Turner and for each of the additional new board members of

VIH Cougar, as well as for the air carrier itself, certifying that each is a U.S. citizen. The

affidavit should be notarized and signed by the submitting party.

6. Describe any prior , present, or planned future associat ion or business relat ionships

between Kenneth Norie an d/or com panies with which he is affi li ated (hereinafter collectively referred to as “VIH Group”) and VIH Cougar, Mr. Turner

, and/or companies

with which he is affiliated (hereinafter collectively referred to as “ Turner Holdings ”) , as well as for all current officers and directors of VIH Cougar

.

7. Provide an organizational chart for VIH Cougar which identifies VIH Cougar’s management and reporting structure. In addition, provide a description of the duties and responsibil ities of each position.

8. Describe any changes in the management of VIH Cougar following the sale and any anticipated changes in the management of VIH Cougar.

9. Provide a list of all VIH Cougar employees , including contract employees seconded to VIH Cougar i n the past 12

- months

. The list should identify the position and the citizenship of each employee or contractor and denote if any employee of VIH Cougar

was or is also employed by VIH Group or if any employee is seconded to or from VIH Group.

10. Provide an affidavit from Bill MacDonald and Larry Lippert describing any past and

current positions of employment with VIH Group, including positions of direct employment or contract positions

. The affidavit should be notarized and signed by the submitting party.

11. Provide an affidavit from Charles Hodgins describing any past and current positions of employment with VIH Cougar

. The affidavit should be notarized and signed by the submitting party.

Operations

12. Provide a description and copies of all agreements, written or oral, between VIH Group

and Turner Holdings

.

a. If Support Services Agreements or other agreements for the provision of personnel or services exist between VIH Group and Turner Holdings,

describe the services currently being provided, as well as the number of personnel and position s of the personnel seconded.

13. Provide a description and copies of all agreements, written or oral, c u r r e n t l y i n

e f f e c t between VIH Group and VIH Cougar . (To the extent that any of this information is already in the record, identify the material and its location in the docket.)a. If Support Services Agreements or other agreements for the provision of personnel or services exist between VIH Group and VIH Cougar, describe the services currently being provided, as well as the number of personnel and positions of the personnel seconded.

14. Provide a list of all aircraft operated by VIH Cougar and the owner ship of each aircraft

. The list should indicate whether each aircraft is leased or owned by VIH Cougar and, if leased, identify the lessor . Moreover, if any aircraft are ultimately owned by VIH Group

,

or leased or subleased to VIH Cougar by VIH Group, provided a copy of the lease or sublease agreement.

Please include a statement signed by a representative of the carrier who is the principal owner

or a senior officer of the carrier indicating that, pursuant to Title 18 United States Code Section 1001, the information provided in response to this informati on request is true and correct and that the aforementioned individual has not knowingly or willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or fraudulent statement in connection with the preparation or f

iling of the material submitted.DAVID M NADLER

DAVID Y YANG

ANDREW A SMITH

COUNSEL TO VIH COUGAR

HELICOPTERS INC

DICKSTEIN SHAPIRO LLP

1825 EYE STREET NW

WASHINGTON DC 20006

- 5403 JONATHAN BLANK

JOHN LONGSTRETH

TIM HOBBS

K & L GATES LLP

1601 K STREET NW

WASHINGTON DC

WILLIAM J WEBER

CERTIFICATION SECTION MANAGER

FAA AFS

- 900

45005 AVIATION DRIVE SUITE 131

DULLES VA 20166 PETER LYNCH AGC

- 300

ASST CHIEF COUNSEL FOR ENFORCEMENT

FEDERAL AVIATION ADMINISTRATION

800 INDEPENDENCE AVE SW

WASHINGTON DC 20591

ROY HARDIE

AVIATION SAFETY INSPECTOR

FEDERAL AVIATION ADMINISTRATION CHRISTOPHER G. TURNER

PRESIDENT

VIH COUGAR HELICOPTERS INC

4700 WEST AERONCA STREET

BOISE IDAHO 83705 Attachment B

SERVICE LIST FOR VIH COUGAR HELICOPTERS, INC.