How do I check a helicopter company’s client contracts before buying?
Ask for every client contract and sort the work into firm commitments and standing offers. Note each term and renewal date, whether the client must consent to a change of owner, how much revenue rests on a few clients, and what safety pre-qualification each requires. Then, with the seller’s permission, speak to the key clients.
Helicopter work often comes from a handful of clients: mining and forestry camps, firefighting agencies, utilities and medevac support. Their contracts are much of what you are buying, so they deserve a close read. Start by asking the seller for all of them, including the standing offers and past-season arrangements, and put them in a simple table so you can see the whole book of work at once.
Firm work or standing offers
Some contracts guarantee flying time or a retainer. Others only put the company on a list of approved suppliers, with no work promised. Both appear in a client list, but they are not the same. For each one, note the start and end dates, any renewal terms, and whether the client can end it early. Ask how much of last season’s work came from each.
Consent, seasonality and concentration
- Does the contract allow assignment, or need the client’s consent on a sale or change of control?
- How seasonal is the work, and what covers the quiet months?
- Do a few clients account for most of the revenue?
- Does a client require its own safety pre-qualification, and is it current?
Your lawyer can read the assignment and change-of-control wording and tell you what it means. The general idea is explained in what a change of control clause does in a franchise agreement, though your contracts will have their own wording.
Talking to key clients
Ask the seller when and how you may speak with the main clients. A good conversation covers how they see the service, whether they plan to keep using it, and what would change their mind. Do it late enough that confidentiality holds, but before you close. Clients who are lukewarm are worth knowing about while you can still adjust the deal.
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Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaGovernmentHow to conduct due diligence when buying a business
- 02Business Development Bank of CanadaGovernmentWhat are the steps to buying a business?
- 03Business Development Bank of CanadaGovernmentEquipment valuation: How to do it
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