HOUSTON, Dec. 12, 2017 /PRNewswire/ -- Bristow Group
Inc. (NYSE: BRS) announced today that it intends to offer, subject
to market and other conditions, $125
million aggregate principal amount of convertible senior
notes due 2023 (the "notes"), through an underwritten offering
registered under the Securities Act of 1933, as amended. The
company intends to grant the underwriters an option to purchase up
to an additional $18.75 million
aggregate principal amount of notes to cover over-allotments.
The notes are expected to pay interest semi-annually and will be
convertible into cash, shares of the company's common stock or a
combination of cash and shares of the company's common stock, at
the company's election. The notes will mature on June 1, 2023, unless earlier converted or
repurchased in accordance with their terms prior to such date, and
may not be redeemed by the company prior to maturity. Prior to
December 1, 2022, the notes will be
convertible only upon the occurrence of certain events and during
certain periods, and thereafter, until the close of business on the
second scheduled trading day immediately preceding the maturity
date. The interest rate, initial conversion rate and certain other
pricing terms of the notes will be determined at the time the
offering is priced by the company and the underwriters.
In connection with the pricing of the notes, the company expects
to enter into one or more convertible note hedge transactions with
certain of the underwriters or affiliates thereof (the "option
counterparties"). The convertible note hedge transactions will
cover, subject to anti-dilution adjustments substantially similar
to those applicable to the notes, the number of shares of the
company's common stock underlying the notes. Concurrently with
entering into the convertible note hedge transactions, the company
also expects to enter into one or more warrant transactions with
the option counterparties whereby the company will sell to the
option counterparties warrants to purchase, subject to customary
anti-dilution adjustments and net share settlement provisions, up
to the same number of shares of the company's common stock.
The convertible note hedge transactions are expected generally
to reduce the potential dilution upon any conversion of the notes
and/or offset the potential cash payments the company may be
required to make in excess of the principal amount of converted
notes in the event that the market price per share of the company's
common stock, as measured under the terms of the convertible note
hedge transactions, is greater than the strike price of the
convertible note hedge transactions, which is expected initially to
correspond to the conversion price of the notes and be subject to
anti-dilution adjustments substantially similar to those applicable
to the conversion rate of the notes. The warrant transactions could
separately have a dilutive effect to the extent that the market
price per share of the company's common stock, as measured over the
applicable valuation period at the maturity of the warrants,
exceeds the strike price of the warrants.
The company intends to use a portion of the net proceeds from
the offering of the notes to repay a portion of the indebtedness
outstanding under its term loan and to pay the cost of the
convertible note hedge transactions (after such cost is partially
offset by the proceeds to the company of the warrant transactions),
with the remainder of the net proceeds from this offering to be
used for general corporate purposes. If the underwriters exercise
their over-allotment option, the company expects to sell additional
warrants and use a portion of the net proceeds from the sale of the
additional notes to enter into additional convertible note hedge
transactions with the option counterparties, as well as use a
portion of the net proceeds from the sale of such additional
warrants and additional notes to make additional repayments of
indebtedness outstanding under its term loan.
The company has been advised by the option counterparties that
in connection with establishing their initial hedge position with
respect to the convertible note hedge transactions and warrant
transactions, the option counterparties and/or their respective
affiliates expect to enter into various derivative transactions
with respect to the company's common stock concurrently with, or
shortly after, the pricing of the notes. This activity could
increase (or reduce the size of any decrease in) the market price
of the company's common stock or the notes at that time.
The company has also been advised by the option counterparties
that the option counterparties and/or their respective affiliates
are likely to modify their hedge positions by entering into or
unwinding various derivative transactions with respect to the
company's common stock and/or purchasing or selling the company's
common stock or other of the company's securities, including the
notes, in secondary market transactions following the pricing of
the notes and prior to the maturity of the notes. This activity
could cause or avoid an increase or a decrease in the market price
of the company's common stock or the notes, which could affect the
bondholders' ability to convert the notes and, to the extent the
activity occurs during any observation period related to a
conversion of notes, could affect the amount and value of the
consideration that bondholders will receive upon conversion of the
notes.
The notes are being offered pursuant to an effective shelf
registration statement on Form S-3 filed with the Securities and
Exchange Commission (the "Commission").
Credit Suisse Securities (USA)
LLC and Barclays Capital Inc. are acting as joint book-running
managers and representatives of the underwriters.
The offering is being made only by means of a prospectus and
related preliminary prospectus supplement, which will be filed with
the Commission. A copy of the prospectus and preliminary prospectus
supplement relating to the offering may be obtained from the
offices of Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison
Avenue, New York, NY 10010, Attn:
Prospectus Department, phone: 1-800-221-1037, email:
newyork.prospectus@credit-suisse.com; and Barclays Capital Inc.,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, phone:
1-800-603-5847, email: barclayspropsectus@broadridge.com. An
electronic copy of the prospectus will be available on the website
of the Commission at www.sec.gov.
This news release shall not constitute an offer to sell or a
solicitation of an offer to purchase these notes nor shall there be
any sale of the notes in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
ABOUT BRISTOW GROUP INC.
Bristow Group Inc. is the leading global industrial aviation
services provider offering helicopter transportation, search and
rescue (SAR) and aircraft support services, including maintenance
and training, to government and civil organizations worldwide.
Bristow has major operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major
offshore oil and gas producing regions of the world, including
Australia, Brazil, Canada, Russia and Trinidad. Bristow provides SAR services to the
private sector worldwide and to the public sector for all of the
U.K. on behalf of the Maritime and Coastguard Agency. For more
information, visit Bristow's website at www.bristowgroup.com.
FORWARD-LOOKING STATEMENTS
Statements contained in this news release that state the
company's or management's intentions, hopes, beliefs, expectations
or predictions of the future are forward-looking statements.
Specifically, the company cannot assure you that the proposed
transactions described above will be consummated on the terms
currently contemplated, if at all. Actual results could differ
materially from those projected in such forward-looking statements.
Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking
statements is contained from time to time in the company's filings
with the Commission, including but not limited to the company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2017 and Quarterly Reports on Form 10-Q
for the quarters ended June 30, 2017
and September 30, 2017. Bristow Group
Inc. disclaims any intention or obligation to revise any
forward-looking statements, including financial estimates, whether
as a result of new information, future events or otherwise.
Linda McNeill
Investor Relations
(713) 267-7622
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SOURCE Bristow Group Inc.