Bristow Group Inc. (NYSE:BRS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

New Asset-Backed Revolving Credit Facility

On April17, 2018, Bristow Norway AS and Bristow Helicopters Limited (the “Borrowers”), each a subsidiary of Bristow Group Inc. (the “Company”), entered into an ABL Facilities Agreement (the “ABL Agreement”) as borrowers and guarantors with (i)Barclays Bank PLC and Credit Suisse AG, Cayman Island Branch, as arrangers and bookrunners, (ii)Barclays Bank PLC as agent (in such capacity, the “Agent”), issuing bank, security agent and swingline lender, and (iii)the several banks, other financial institutions and other lenders from time to time party thereto. The ABL Agreement provides for an asset-backed revolving credit facility (the “ABL Facility”) in an aggregate amount of up to $75million, with a portion allocated to each Borrower. The maximum amount of the ABL Facility may be increased from time to time to a total of as much as $100million, subject to the satisfaction of certain conditions, and any such increase would be allocated between the Borrowers. The ABL Facility will mature five years from the date of the ABL Agreement, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company.

All loans and letters of credit issued under the ABL Agreement are subject to the satisfaction of customary conditions, including the absence of a default or event of default and the accuracy of certain representations and warranties, to an aggregate availability block of $15million (the portion allocated to each Borrower, its “Availability Block”) and to a borrowing base that will be based on percentages of eligible receivables from investment grade and non-investment grade customers, subject to reserves and other adjustments.

The ABL Agreement contains covenants requiring the Company and certain of its subsidiaries to maintain a minimum fixed charge coverage ratio at any time aggregate availability under the ABL Facility is below a certain threshold and for a certain period of time thereafter (the “FCCR Covenants”). The ABL Agreement also contains other covenants that the Company considers customary for this type of facility, including limitations on the Borrowers’ ability to incur, assume or permit to exist additional indebtedness, guarantees and other contingent obligations.

The interest rates per annum applicable to loans, other than swingline loans, under the ABL Facility are equal to either: (a)the Base Rate (as defined in the ABL Agreement) or (b)LIBOR or NIBOR plus an applicable margin. The applicable margin ranges from 1.00% to 1.50%per annum for Base Rate loans and 2.00% to 2.50%per annum for LIBOR or NIBOR loans. Swingline loans bear interest at the Base Rate plus the applicable margin. Until the last day of the first full fiscal quarter after the closing date, the applicable margin is 1.50% for Base Rate and Swingline loans and 2.50% for LIBOR and NIBOR loans. The unused portion of the ABL Agreement is subject to commitment fees of 0.375% to 0.50%per annum, according to average aggregate availability of the Borrowers.

Based on the initial borrowing base, the Availability Block and the requirements of the FCCR Covenants, the current borrowing capacity under the ABL Facility is approximately $24.3million.

Amounts borrowed under the ABL Agreement are secured by certain accounts receivable owing to the Borrowers and the deposit accounts into which payments on such accounts receivable are deposited. All extensions of credit under the ABL Agreement are guaranteed on an unsecured basis by the Company, and each Borrower has guaranteed the other Borrower’s obligations.

Borrowings under the ABL Agreement may be prepaid at any time without penalty or premium, subject to customary breakage costs. The proceeds of the ABL Agreement are expected to be used for, among other things, the general corporate purposes of the Borrowers and their subsidiaries.

The foregoing description of the ABL Agreement is not complete and is qualified in its entirety by reference to the complete document. A copy of the ABL Agreement is filed as Exhibit 10.1 hereto.

Barclays Bank PLC and Credit Suisse AG, Cayman Island Branch and/or their affiliates were lenders under other financing arrangements with the Company and may have had relationships with the Company or its affiliates involving various financial services, such as investment banking, underwriting and commercial banking services.

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Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 1.01. Financial Statements and Exhibits.

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Bristow Group Inc Exhibit
EX-10.1 2 d572018dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION Dated 17 April 2018 ABL FACILITIES AGREEMENT in respect of USD 75,…
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About Bristow Group Inc. (NYSE:BRS)

Bristow Group Inc. is an industrial aviation services provider and helicopter service provider to the offshore energy industry. The Industrial Aviation Services segment’s operations are conducted primarily through four regions: Europe Caspian, Africa, Americas and Asia Pacific. The Europe Caspian region consists of all its operations and affiliates in Europe and Central Asia, including Norway, the United Kingdom and Turkmenistan. The Africa region consists of all its operations and affiliates on the African continent, including Nigeria, Tanzania and Egypt. The Americas region consists of all its operations and affiliates in North America and South America, including Brazil, Canada, Trinidad and the United States Gulf of Mexico. The Asia Pacific region consists of all its operations and affiliates in Australia and Southeast Asia, including Malaysia and Sakhalin. Additionally, it operates a training unit, Bristow Academy.