Era Group Inc. (Exact Name of Registrant as Specified in Its Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC FORM 8-K CURRENT REPORT Pursuant t Sectin 13 r 15(d) f the Securities Exchange Act f 1934 Date f Reprt (Date f earliest event reprted): June 18, 2018 Era Grup Inc. (Exact Name f Registrant as Specified in Its Charter) Delaware (State r Other Jurisdictin f Incrpratin) (Cmmissin File Number) (IRS Emplyer Identificatin N.) 818 Twn & Cuntry Blvd., Suite 200 Hustn, Texas (Address f Principal Executive Offices) (Zip Cde) Registrant s telephne number, including area cde (713) Nt Applicable (Frmer Name r Frmer Address, if Changed Since Last Reprt) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins (see General Instructin A.2. belw): Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging grwth cmpany as defined in Rule 405 f the Securities Act f 1933 (17 CFR ) r Rule 12b-2 f the Securities Exchange Act f 1934 (17 CFR b-2). Yes ý N If an emerging grwth cmpany, indicate by check mark if the registrant has elected nt t use the extended transitin perid fr cmplying with any new r revised financial accunting standards prvided pursuant t Sectin 13(a) f the Exchange Act. ý

2 Item 4.01 Changes in Registrant s Certifying Accuntant. (a) Dismissal f Independent Registered Public Accunting Firm. On June 18, 2018, Era Grup Inc. (the Cmpany ), with the apprval f the Audit Cmmittee f the Cmpany s Bard f Directrs, dismissed Ernst & Yung LLP ( EY ) as the Cmpany s independent registered public accunting firm. During the Cmpany s tw mst recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent interim perid frm January 1, 2018 thrugh June 18, 2018, (i) there were n disagreements with EY n any matter f accunting principles r practices, financial statement disclsure r auditing scpe r prcedures that, if nt reslved t EY s satisfactin, wuld have caused EY t make reference t the subject matter f the disagreement in cnnectin with its reprts and (ii) there were n reprtable events as defined in Item 304(a)(1)(v) f Regulatin S-K, except as nted belw. The audit reprts f EY n the cnslidated financial statements f the Cmpany fr each f the tw mst recent fiscal years ended December 31, 2017 and December 31, 2016 did nt cntain an adverse pinin r a disclaimer f pinin and were nt qualified r mdified as t uncertainty, audit scpe r accunting principles. During the audit fr the year ended December 31, 2016, a material weakness in internal cntrl ver financial reprting was identified related t the existence and prper classificatin f prperty and equipment. During the audit fr the year ended December 31, 2017, material weaknesses in internal cntrl ver financial reprting were identified related t (i) review cntrls ver the accrual f interest related t tax installment agreements entered int by Aeróle, the Cmpany s subsidiary in Brazil and (ii) the design and peratin f cntrls ver the preparatin and review f the Cmpany s calculatin f its tax prvisins (incme and ther). The Cmpany prvided EY with a cpy f this Current Reprt n Frm 8-K prir t its filing with the Securities and Exchange Cmmissin ( SEC ) and requested that EY furnish it with a letter addressed t the SEC stating whether it agrees with the abve statements in Item 4.01(a). A cpy f EY s letter, dated June 18, 2018, is filed as Exhibit 16.1 t this Current Reprt n Frm 8-K. (b) Engagement f New Independent Registered Public Accunting Firm. On June 13, 2018, the Audit Cmmittee f the Cmpany s Bard f Directrs authrized the Cmpany t engage Grant Thrntn LLP ( Grant Thrntn ) as the Cmpany s independent registered public accunting firm fr the year ending December 31, 2018, wh were frmally engaged n June 18, During the tw mst recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent interim perid frm January 1, 2018 thrugh June 13, 2018, neither the Cmpany nr anyne n its behalf cnsulted Grant Thrntn regarding either (i) the applicatin f accunting principles t a specified transactin, either cmpleted r prpsed, r the type f audit pinin that might be rendered n the Cmpany s financial statements, and neither a written reprt nr ral advice was prvided t the Cmpany that was an imprtant factr cnsidered by the Cmpany in reaching a decisin as t any accunting, auditing r financial reprting issue, r (ii) any matter that was either the subject f a disagreement r a reprtable event, each as defined in Regulatin S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.

3 Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit N. Descriptin 16.1 Letter frm Ernst & Yung LLP, dated June 18, 2018 t the Securities and Exchange Cmmissin.

4 SIGNATURES Pursuant t the requirements f the Securities Exchange Act f 1934, the registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. Era Grup Inc. Date: June 18, 2018 By: /s/ Christpher S. Bradshaw Name: Christpher S. Bradshaw Title: President and Chief Executive Officer

5 Exhibit 16.1 June 18, 2018 Securities and Exchange Cmmissin 100 F Street, N.E. Washingtn, DC Ladies and Gentlemen: We have read Item 4.01 f Frm 8-K dated June 18, 2018, f Era Grup Inc. and are in agreement with the statements cntained in the secnd, third, and furth paragraphs n page tw therein. We have n basis t agree r disagree with ther statements f the registrant cntained therein. Regarding the registrant's statement cncerning the lack f internal cntrl t prepare financial statements, included in the third paragraph n page tw therein, we had cnsidered such matters in determining the nature, timing, and extent f prcedures perfrmed in ur audits f the registrant's 2016 and 2017 financial statements. /s/ Ernst & Yung LLP