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 24th day of August, 2012

In the matter of the cancellation of the Air Taxi authority

issued to

 VIH COUGAR HELICOPTERS, INC.

pursuant to the provisions of 14 CFR 298.24

 Docket DOT-OST-2012-0022

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. majority 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, these 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 for 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 motion 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 Cougar. Moreover, VIH Cougar reports that, subsequent 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 ownership 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.

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION
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 burden 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.gov
Attachment 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, provide 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 company, provide the identity 

(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 partnerships 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 identity 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 association or business relationships

between Kenneth Norie and/or companies with which he is affiliated (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 

responsibilities 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 in 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 positions 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 ownership 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 information 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 filing 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.