For accounting purposes, the Merger was treated as a “reverse acquisition” and Old Bristow was considered the accounting acquirer. Accordingly, Old
Bristow will be reflected as the predecessor and acquirer in the Company’s (the legal acquirer) financial statements for periods ending after March 31, 2020. The Company’s historical financial condition and results of operations shown for
comparative purposes in future periodic filings will reflect Old Bristow’s historical results.
The consolidated balance sheets of Old Bristow and subsidiaries as of March 31, 2020 (Successor) and March 31, 2019
(Predecessor), the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ investment and redeemable noncontrolling interest for the five months ended March 31, 2020 (Successor) and the seven months
ended October 31, 2019 (Predecessor) and for each of the years in the two year period ended March 31, 2019 (Predecessor), and the related notes were audited by KPMG LLP (“KPMG”). In a reverse acquisition, a change of accountants is presumed to have
occurred unless the same accountant audited the pre-merger financial statements of both the legal acquirer and the accounting acquirer, and such change is generally presumed to occur on the date the reverse acquisition is completed.
Dismissal of Independent Registered Public Accounting Firm.
On June 13, 2020, after completion of the Merger, the Company, with the approval of the Audit Committee of the Company’s Board of Directors,
dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm.
During the Company’s two most recent fiscal years ended December 31, 2019 and December 31, 2018 and during the subsequent interim period from
January 1, 2020 through June 13, 2020, (i) there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Grant Thornton’s
satisfaction, would have caused Grant Thornton to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except as noted
below.
The audit reports of Grant Thornton on the consolidated financial statements of the Company for each of the two most recent fiscal years ended
December 31, 2019 and December 31, 2018 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles and no material weakness in internal control over
financial reporting was identified.
The Company provided Grant Thornton with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission
(“SEC”) and requested that Grant Thornton furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in Item 4.01(a). A copy of Grant Thornton’s letter, dated June 17, 2020, is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
Engagement of New Independent Registered Public Accounting Firm.
On June 11, 2020, the Audit Committee of the Company’s Board of Directors authorized the Company to engage KPMG as the Company’s independent
registered public accounting firm for the year ending March 31, 2021, who are expected to be formally engaged upon successful completion of their client acceptance procedures.
The consolidated balance sheets of Old Bristow and subsidiaries as of March 31, 2020 (Successor) and March 31, 2019 (Predecessor), the related
consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ investment and redeemable noncontrolling interest for the five months ended March 31, 2020 (Successor) and the seven months ended October 31, 2019
(Predecessor) and for each of the years in the two year period ended March 31, 2019 (Predecessor), and the related notes were audited by KPMG.