Bristow Group Announces Private Offering of $ 400 Million of Senior Secured Notes and a 7.750% Conditional Repayment of Senior Notes Due 2022

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HOUSTON, February 8, 2021 / PRNewswire / – Bristow Group Inc. (NYSE: VTOL) (the “Company”) announced today that it has launched, subject to market conditions and other factors, a private offering of $ 400 million the total principal amount of Senior Secured Notes due in 2028 (the “Notes”) to Eligible Purchasers in accordance with Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).

The Notes are expected to pay interest on a semi-annual basis and will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by the significant domestic wholly-owned subsidiaries of the Company and certain existing significant wholly-owned foreign subsidiaries, as well as certain future subsidiaries. The Notes will be secured by senior liens, subject to limited exceptions, on guarantees which will consist of certain helicopters and related assets, as well as substantially all of the Company’s other tangible and intangible real estate assets and subsidiary guarantors (other than certain excluded assets), including approximately 93 pledged aircraft.

The Company intends to use the net proceeds of the Note offering, together with cash on hand, to repay its secured equipment term loan with approximately $ 152.0 million current with Macquarie Bank Limited and its term loans of approximately $ 203.9 million outstanding with PK AirFinance S.à RL (collectively, the “Term Loans”) and to repurchase and repay all of its outstanding 7.750% senior notes due in 2022 with a total principal amount of about $ 132.0 million outstanding (the “7.750% Senior Bonds”). As part of the closing of the offering, the Company intends to terminate the term credit agreements relating to the term loans. The offer of the Notes is not conditional on the repayment of the 7.750% Senior Notes or the repayment of the Term Loans.

The Notes will be offered and sold to persons reasonably suspected of being Qualified Institutional Purchasers in the United States in accordance with Rule 144A of the Securities Act, and outside United States to non-US persons in accordance with Regulation S of the Securities Act. The offer and sale of the Notes and the related collateral guarantees have not been and will not be registered under the Securities Act or any state securities law and may not be offered or sold in United States in the absence of registration or an applicable exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy such tickets and there will be no sale of the tickets in any state or jurisdiction where such an offer, solicitation or sale would be illegal. . Any offer of tickets must be made in United States only by way of a private offer circular in accordance with Rule 144A under the Securities Act, and outside United States to non-US persons in accordance with Regulation S of the Securities Act.

The Company also announced today that it has delivered a conditional redemption notice (the “Redemption Notice”) calling for a redemption on March 10, 2021 (the “Redemption Date”) all of the 7.750% Senior Notes at a redemption price equal to 100% of the principal amount of the 7.750% Senior Notes to be reimbursed, plus, where applicable, accrued and unpaid interest on 7.750% Senior Notes Notes to be redeemed on the Redemption Date (subject to the right of holders registered on the relevant registration date to receive interest due on an interest payment date prior to or equal to the Redemption Date ). The Company intends to fund the repayment of the 7.750% Senior Notes with a portion of the net proceeds from the offering of the Notes. The Company’s obligation to redeem the 7.750% Senior Notes is conditional upon the completion, at or before redemption, of a financing transaction which results in net cash proceeds of at least sufficient to pay the redemption price, all accrued and unpaid interest and all other amounts due under the 7.750% Senior Note Indenture. The Company will publicly announce and notify the holders of the 7.750% Senior Notes and the Trustee of the 7.750% Senior Notes if any of the above conditions are not met, after which the redemption will be revoked and the 7.750% senior notes will remain in circulation. From December 31, 2020, an aggregate principal amount of approximately $ 132.0 million of the 7.750% Senior Notes remained in circulation.

Wells Fargo Bank, NA is the trustee of the 7.750% Senior Notes and serves as the paying agent for the redemption. Copies of the Redemption Notice and additional information relating to the redemption of the 7.750% Senior Notes can be obtained from Wells Fargo Bank, NA, 800-344-5128.

Redemption of the 7.750% Senior Notes is made only in accordance with the Redemption Notice, and this press release does not constitute an offer to buy or redeem, or a solicitation of an offer to sell, of the Senior Notes at 7.750%.

About the Bristow Group
Bristow Group Inc. is the world’s leading provider of vertical flight solutions. Bristow primarily provides aviation services to a large base of large integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue (SAR) services in several countries and public sector SAR services in the UK (United Kingdom) on behalf of the Maritime & Coastguard Agency (MCA). In addition, the Company also offers ad hoc helicopter and fixed-wing transport services. Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinity, United Kingdom and United States For more information, visit our website at www.bristowgroup.com.

Disclosure of forward-looking statements
This press release contains “forward-looking statements”. Forward-looking statements give the Company’s current expectations or forecasts regarding future events. Forward-looking statements can generally be identified by the use of forward-looking terms such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe” , “Plan”, or “continue” or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect the current views of management regarding future events, and are therefore subject to material risks and uncertainties, known and unknown. Without limiting the generality of the foregoing, these forward-looking statements include statements regarding the intention of the Company to issue new Notes, the final terms of the New Notes and the Offer, the use of the proceeds thereof and the conditional repayment of the 7.750% Senior Notes. The actual results of the Company may differ materially from those anticipated in the forward-looking statements.

The Company disclaims any obligation or commitment to provide updates or revisions to any forward-looking statement to reflect any change in the expectations of the Company or any change in the events, conditions or circumstances upon which the forward-looking statement is based. produce after the date hereof. You should not place undue reliance on our forward-looking statements as the matters they describe are subject to known and unknown risks, uncertainties and other unforeseeable factors, many of which are beyond our control. Our forward-looking statements are based on information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these problems or how they might affect us. We have included important factors in the section entitled “Risk Factors” in the Company’s joint proxy and consents statement / prospectus (File No. 333-237557) filed with the United States Securities and Exchange Commission. United (the “SEC”) on May 5, 2020 (the “Declaration of Proxy”) and the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, which we believe could, over time, cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the proxy statement and in our documents filed with the SEC, all of which are available on the SEC website at www.sec.gov.

Bristow Group SOURCE

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