In the Matter of Bristow Group Inc. (2007)

• Case Name
• In the Matter of Bristow Group Inc. (2007)

• Date Filed
• 09/26/2007

• Enforcement Agency
• SEC

• Countries
• Nigeria

• Foreign Official
• Two state tax officials in the Delta and Lagos states of Nigeria.

• Date of Conduct
• 2003 to 2004

• Nature of Business
• Reducing annual state expatriate employment taxes in Nigeria.  Bristow Group Inc. (“Bristow”), a U.S. company, provides helicopter transportation services and operates oil and gas production facilities.

• Influence to be Obtained
• According to the cease‑and‑desist order entered with the SEC, Bristow, through its wholly owned U.S. subsidiary, AirLog International, Ltd. (“AirLog”) and a Nigerian entity partially owned by Bristow, Pan African Airlines Nigeria Ltd. (“PAAN”), made payments in 2003 and 2004 to two state tax officials to reduce the annual expatriate employment taxes due to the state governments by PAAN.  At the end of each year, the state government assessed taxes against PAAN, which negotiated with the state tax officials to reduce the tax in exchange for payments to the tax officials.  The state government then issued new tax demand letters reflecting the lower tax amount without the separate payments.  By this process, PAAN reduced its tax payment from $1,358,940 to $121,700.  Taking into account the $423,300 payment, the company saved $873,940.  The payments to the officials as well as the tax payments were booked in Bristow’s books and records as legitimate “payroll tax expenses.”  During the same time period, additional Bristow affiliates, not listed in the U.S. or organized under U.S. laws, made similar payments to Nigerian tax officials.

• Enforcement
• Bristow consented to the entry of an SEC cease and desist order finding that the company improperly accounted for the cash payments to the government officials, inputting them in their books and records as legitimate tax expenses, and had insufficient internal controls.  In addition, the company also underreported its payroll expenses to the Nigerian government and, as a result, improperly reported its payroll expenses in its books and records.  As the financials of the additional Bristow affiliates not subject to the FCPA were consolidated with Bristow’s financials, the order also stated that the company’s books and records were inaccurate with respect to payments made by those entities.  However, the SEC did not impose any fine or monetary sanction. 

• Amount of the Value
•  $423,000.

• Amount of Business Related to Payment
• Savings of $873,940.

• Intermediary
• None

• Citizenship of Parent Entity
• United States

• Compliance Monitor
• No

• Reporting Requirements
• No

• Case is Pending?
• No

Bristow Group Inc.

• Citation
• In the Matter of Bristow Grp. Inc., Admin. Proc. File No. 3-12833 (Sept. 26, 2007).

• Date Filed
• 09/26/2007

• Filed Under Seal
• No

• FCPA Statutory Provision
• • Anti-Bribery
  • Books-and-Records
  • Internal Controls

• Other Statutory Provision
• None

• Disposition
• Cease-and-Desist Order

• Defendant Jurisdictional Basis
• Issuer

• Defendant's Citizenship
• United States