As previously disclosed by Bristow Group Inc. (the Company), the failure to file the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 would, if the Form 10-Q is not filed prior to the expiration of applicable grace periods, result in an event of default under certain of the Companys loan agreements, unless waived or extended. As of March 15, 2019, the relevant parties to all such agreements which provided for the current or future right to accelerate such indebtedness on or prior to April 15, 2019 had waived any breach arising under such agreements to extend the grace period for filing the Form 10-Q until April 15, 2019, in each case subject to certain conditions. The Company continues to work towards filing its Form 10-Q as soon as possible.

PK Credit Agreement Waiver Letter

On March 14, 2019, the Company and Bristow Equipment Leasing Ltd. (the PK Borrower) entered into a waiver letter (the PK Waiver Letter) with PK AirFinance S. r.l., as agent and security trustee (acting with the consent of PK Transportation Finance Ireland Limited, as sole lender), with respect to the term loan credit agreement dated as of July 17, 2017, among the PK Borrower, PK AirFinance S. r.l., as agent and security trustee, PK Transportation Finance Ireland Limited, as lender, and the other lenders from time to time party thereto (as amended to date, the PK Credit Agreement).

to the PK Waiver Letter, the PK Borrower and the Company (as guarantor of the PK Credit Agreement) received a waiver of the breach of Section 8.1 of the PK Credit Agreement arising from the Companys and the PK Borrowers failure to deliver unaudited quarterly financial statements of the Company and the PK Borrower for the period ended December 31, 2018 on or prior to February 14, 2019 (the PK Delivery Covenant Breach), and the sole lender and the agent under the PK Credit Agreement waived any Loan Default or Loan Event of Default (each as defined in the PK Credit Agreement) arising as a result of (a) the PK Delivery Covenant Breach or (b) a cross-default attributable to the breach of any other covenants in other indebtedness similar to Section 8.1 of the PK Credit Agreement.

The PK Waiver Letter is effective as of February 14, 2019 but is subject to the conditions that (i) the required financial statements are delivered on or prior to April 15, 2019 (which date shall not be subject to the 30-day grace period otherwise applicable to covenant breaches under Section 9.1(e) of the PK Credit Agreement) and (ii) the PK Borrower does not make any voluntary unscheduled prepayment of debt for borrowed money or enter into any modifications of any terms of such debt relating to principal, interest, maturity or collateral security prior to the delivery of the required financial statements.

Macquarie Credit Agreement Limited Waiver

On March 15, 2019, the Company and Bristow U.S. LLC (the Macquarie Borrower) entered into a limited waiver (the Macquarie Limited Waiver) with Macquarie Leasing Inc., as lender, and Macquarie Bank Limited, as administrative agent and security agent, with respect to the term loan credit agreement dated February 1, 2017 among the Macquarie Borrower, Macquarie Bank Limited, as administrative agent and security agent, and the lenders from time to time party thereto (as amended to date, the Macquarie Credit Agreement).

to the Macquarie Limited Waiver, the Macquarie Borrower and the Company (as guarantor of the Macquarie Credit Agreement) received a waiver of the breach of Section 5.1 of the Macquarie Credit Agreement arising from the Companys and the Macquarie Borrowers failure to deliver unaudited quarterly financial statements of the Company and the Macquarie Borrower for the period ended December 31, 2018 on or prior to February 14, 2019 (the Macquarie Delivery Covenant Breach), and the lenders and the agent under the Macquarie Credit Agreement waived any Default or Event of Default (each as defined in the Macquarie Credit Agreement) arising as a result of (a) the Macquarie Delivery Covenant Breach or (b) any Default or Event of Default (each as defined in the Macquarie Credit Agreement) arising from the occurrence of any right to accelerate any other indebtedness as a result of (i) the Macquarie Delivery Covenant Breach (or similar breach under such indebtedness) or (ii) any cross-default provisions under such indebtedness; provided that such waiver is not a waiver of any Default or Event of Default arising as a result of the acceleration of the maturity of such other indebtedness resulting from breaches of any other covenants in such other indebtedness similar to Section 5.1 of the Macquarie Credit Agreement.

The Macquarie Limited Waiver is effective as of February 14, 2019 but is subject to the conditions that (i) the required financial statements are delivered on or prior to April 15, 2019 (which date shall not be subject to the 30-day grace period otherwise applicable to covenant breaches under Section 8.1(e) of the Macquarie Credit Agreement) and (ii) the Macquarie Borrower does not make any voluntary unscheduled prepayment of debt for borrowed money or enter into any modifications of any terms of such debt relating to principal, interest, maturity or collateral security prior to the delivery of the required financial statements.

The PK Waiver Letter and the Macquarie Limited Waiver contain other representations, warranties, covenants and conditions customary for agreements of this type. The foregoing descriptions of the PK Waiver Letter and the Macquarie Limited Waiver do not purport to be complete and are qualified in their entirety by reference to the PK Waiver Letter and the Macquarie Limited Waiver, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Bristow Group Inc Exhibit
EX-10.1 2 exhibit101-pk.htm EXHIBIT 10.1 Exhibit WAIVER LETTERTo:Bristow Equipment Leasing Ltd. (the “Borrower”)Bristow Group Inc. (the “Guarantor”)Effective as of February 14,…
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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.