Bristow Group Inc. (NYSE:BRS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On March6, 2018, Bristow Group Inc. (the “Company”), its wholly-owned subsidiaries Bristow U.S. LLC, Bristow U.S. Leasing LLC, Bristow Alaska Inc., BHNA Holdings Inc. and Bristow Helicopters Inc. (collectively, the “Guarantors”) entered into an Indenture (the “Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”), to which the Company issued $350,000,000 aggregate principal amount of its 8.75% Senior Secured Notes due 2023 (the “Notes”) in a private offering to eligible purchasers to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes will initially be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the Guarantors and will be secured by first priority security interests on substantially all of the tangible and intangible personal property of the Company and the Guarantors (other than certain excluded assets) (the “Collateral”) as collateral security for their obligations under the Notes, subject to certain permitted encumbrances and exceptions.Certain of the security interests will be granted in connection with the execution and delivery of the Indenture, while security interests anticipated to cover approximately 77 aircraft will be granted within the periods described in the Indenture.
The Notes will bear interest at a rate of 8.75% per year, payable semi-annually in arrears on March1 and September1 of each year, beginning on September1, 2018. The Notes will mature on March1, 2023, subject to earlier mandatory redemption if more than $125million principal amount of the Company’s existing senior notes due 2022 remains outstanding as of June30, 2022. The Company may redeem all or a portion of the Notes at any time on or after March1, 2020 at the applicable redemption price in accordance with the terms of the Notes and the Indenture, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to March1, 2020, the Company may redeem all or a portion of the Notes at a price equal to 50% of the principal amount of Notes to be redeemed plus a “make-whole” premium, plus accrued and unpaid interest, if any, to the redemption date. In addition, on one or more occasions, on or prior to March1, 2020, the Company may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 108.75% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount of cash not greater than the net cash proceeds of certain qualified equity offerings by the Company.
The Indenture contains customary covenants that, among other things, limit our ability to incur additional liens or financial indebtedness and to sell or otherwise transfer the Collateral, including the pledged aircraft. The Indenture also contains customary events of default. If an event of default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of, and any premium and accrued and unpaid interest on, all the Notes then outstanding to be due and payable immediately. In case of certain events of bankruptcy, insolvency or reorganization with respect to the Company, any Guarantor or any significant subsidiary, all of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. Upon a change of control (as defined in the Indenture), we will be required to make an offer to repurchase all or any part of each Note at an offer price in cash equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.
The proceeds of the Notes will be used, among other things, to repay the remaining obligations of the Company under Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November22, 2010, by and among the Company, as borrower, the lenders from time to time party thereto, and SunTrust Bank, as administrative agent (the “Credit Facility”), to cash collateralize certain outstanding letters of credit existing under the Credit Facility, and for general corporate purposes.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of Note, copies of which are filed as Exhibits 4.1 and 4.2 hereto, respectively.
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 of this Current Report on Form 8-K is incorporated by reference herein.
Item 1.01. Financial Statements and Exhibits.
Bristow Group Inc ExhibitEX-4.1 2 d514594dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION BRISTOW GROUP INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 8.75% SENIOR SECURED NOTES DUE 2023 INDENTURE Dated as of March 6,…To view the full exhibit click here
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.
