Common use of Contribution Analysis Clause in Contracts

Contribution Analysis. Centerview performed a relative contribution analysis of Era and Bristow in which Centerview reviewed Era’s and Bristow’s respective contributions to the combined company based upon financial metrics that Centerview deemed in its experience and professional judgement to be relevant for the years 2019, 2020 and 2021, in each case using publicly available information obtained from public filings and other data sources, the Era Forecasts and the Bristow Forecasts and excluding the Synergies. These financial metrics included revenue, adjusted EBITDA, free cash flow and equity value. ○ Centerview calculated Era’s implied pro forma contribution to the Combined Company by multiplying Era’s contribution based upon the applicable financial metric by the Combined Company EV determined by summing Era’s EV assuming 6.5x NTM Run-Rate Adjusted, EBITDA and Bristow’s EV assuming 7.0x NTM Run-Rate Adjusted EBITDA (i.e., using the low ends of the ranges of multiples of EV to NTM Adjusted EBITDA discussed in the “Selected Trading Multiples Analysis” section) and adjusted for Era’s net debt. Era’s contribution ranged from 18% to 31%. ○ Centerview calculated Era’s implied pro forma contribution to the Combined Company by multiplying Era’s contribution based upon the applicable financial metric by the combined company EV determined by summing Era’s EV assuming 8.0x NTM Run-Rate Adjusted EBITDA and Bristow’s EV assuming 8.5x NTM Run-Rate Adjusted EBITDA (i.e., using the high ends of the ranges of multiples of EV to NTM Adjusted EBITDA discussed in the “Selected Trading Multiples Analysis” section) and adjusted for Era’s net debt. Era’s contribution ranged from 17% to 29%.