UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement
dated , 2017, we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and Barclays Capital Inc. are
acting as joint bookrunners, the following respective principal amounts of notes:
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Underwriters
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Principal
Amount of Notes
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Credit Suisse Securities (USA) LLC
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$
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Barclays Capital Inc.
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Citigroup Global Markets Inc.
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Total
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$
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125,000,000
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The underwriting agreement provides that the underwriters are obligated to purchase all of the notes, if any
are purchased, other than those notes covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults on its purchase commitments, the purchase commitments of
non-defaulting
underwriters may be increased or the offering may be terminated.
We have granted to the
underwriters a
13-day
option to purchase an aggregate of not more than $18,750,000 additional principal amount of the notes at the initial public offering price less the underwriting discounts and commissions
to cover over-allotments. The underwriters may exercise this option at any time within the
13-day
period beginning on, and including, the initial issue date of the notes.
The underwriters propose to offer the notes initially at the public offering price on the cover page of this prospectus supplement and to
selling group members at that price less a selling concession of % of the principal amount per note. After the initial public offering, the representatives may change the public offering price and concession and discount
to broker/dealers.
The following table summarizes the compensation and estimated expenses we will pay:
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Per Note
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Total
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Without
Over-Allotment
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With
Over-Allotment
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Without
Over-Allotment
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With
Over-Allotment
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Underwriting discounts and commissions payable by us
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%
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%
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$
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$
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Expenses payable by us
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%
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%
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$
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$
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The notes are a new issue of securities with no established trading market. The underwriters have advised us
that one or more of the underwriters intends to make a secondary market for the notes. However, they are not obligated to do so and may discontinue making a secondary market for the notes at any time without notice. No assurance can be given as to
how liquid the trading market for the notes will be.
We have agreed that we will not offer, sell, pledge, contract to sell or otherwise
dispose of, or grant any option, right or warrant to purchase from us directly or indirectly, enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership, establish or increase a
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put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or file with the SEC a registration
statement (other than a registration statement relating to our director and employee stock plans in effect on the date of this prospectus supplement) under the Securities Act relating to, any securities substantially similar to the notes, shares of
our common stock, or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose our intention to make any offer, sale, disposition or filing, without the prior written consent of Credit Suisse
Securities (USA) LLC for a period of 60 days after the date of this prospectus supplement, subject to certain exceptions, including the entry into, and exercise and settlement or termination of, the warrant transactions described herein and our
director and employee stock plans existing on the date hereof and awards thereunder, including the forfeiture to us of common stock in satisfaction of tax withholding obligations arising in connection with the issuance, vesting or exercise of an
award under any such plan.
Our executive officers and our board of directors have agreed that they will not offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect,
offer, sell, contract to sell, contract to purchase any option, right or warrant to purchase any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction
that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, or such other securities, whether any such aforementioned
transaction is to be settled by delivery of our common stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge
or other arrangement or make any demand for or exercise any right with respect to, the registration of our common stock or any security convertible into or exercisable or exchangeable for our common stock, without, in each case, the prior written
consent of Credit Suisse Securities (USA) LLC for a period of 60 days after the date of this prospectus supplement, subject to certain exceptions, including exceptions that permit transfers as bona fide gifts or by will or intestacy by our executive
officers and directors in which the transferee agrees to be bound by the restrictions described in the paragraph above.
We have agreed to
indemnify the underwriters against liabilities, including liabilities under the Securities Act, or to contribute to payments which the underwriters may be required to make in that respect.
In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering
transactions, and penalty bids and passive market making in accordance with Regulation M under the Exchange Act.
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
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Over-allotment involves sales by the underwriters of notes in excess of the principal amount of notes the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be
either a covered short position or a naked short position. In a covered short position, the principal amount of the notes over-allotted by the underwriters is not greater than the principal amount of notes that they may purchase in the
over-allotment option. In a naked short position, the principal amount of notes involved is greater than the principal amount of the notes in the over-allotment option. The underwriters may close out any short position by either exercising their
over-allotment option and/or purchasing notes in the open market.
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Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been
completed in order to cover syndicate short positions. In determining the source of notes to close out the short position, the underwriters will consider, among other things, the price of notes available for purchase in the open market as compared
to the price at which they may purchase notes through the over-
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allotment option. If the underwriters sell more notes than could be covered by the over-allotment option, a naked short position, that position can only be closed out by buying notes in the open
market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the
offering.
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Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the notes originally sold by the syndicate member are purchased in a stabilizing transaction or a syndicate covering
transaction to cover syndicate short positions.
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In passive market making, market makers in the notes who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of the notes until the time, if any, at which a stabilizing
bid is made.
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These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of
raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market. These
transactions, if commenced, may be discontinued at any time.
A prospectus in electronic format may be made available on the web sites
maintained by one or more of the underwriters participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate securities to
underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters that will make internet distributions on the same basis as other allocations.
Certain Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, market making, financing, brokerage activities and other financial and
non-financial
activities and services.
Certain of the underwriters and their respective affiliates have
from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for us and for our affiliates, including the services referred to in the immediately preceding paragraph, in
the ordinary course of business for which they have received and would receive customary compensation. In particular, affiliates of certain of the underwriters are lenders under our Term Loan and, as a result, may receive a portion of the net
proceeds from this offering. Please read Use of Proceeds.
In the ordinary course of their various business activities, the
underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other
financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other
obligations or otherwise) and/or persons and entities with relationships with the issuer. If the underwriters or their respective affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and
certain other of those underwriters or their affiliates may hedge, their exposure to us consistent with their customary risk management policies. Typically, the underwriters and their respective affiliates would hedge such exposure by entering into
transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect
future trading prices of the notes offered hereby. The underwriters and their respective affiliates may also communicate independent investment recommendations, market analysis or
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trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they acquire, long
and/or short positions in such assets, securities and instruments.
Convertible Note Hedge and Warrant Transactions
In connection with the pricing of the notes, we expect to enter into one or more convertible note hedge transactions with the option
counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the notes and/or offset any cash payments we may be required to make in excess of the
principal amount of converted notes, in each case in the event that the market price per share of our 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 initially expected to correspond to the initial conversion price of the notes and be subject to certain adjustments substantially similar to those contained in the notes). In addition, in order to partially offset the
cost of the convertible note hedge transactions, we expect to issue warrants to the option counterparties at a higher strike price than the strike price of the notes. The warrant transactions could separately have a dilutive effect to the extent
that the market value per share of our common stock as measured over the applicable valuation period at the maturity of the warrants exceeds the applicable strike price of the warrants. If the underwriters exercise their over-allotment option, we
expect to enter into additional convertible note hedge and warrant transactions with the option counterparties.
If the underwriters
exercise their over-allotment option, we expect 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 the indebtedness outstanding our Term Loan.
In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the option counterparties and/or
their respective affiliates expect to enter into various derivative transactions with respect to our common stock concurrently with or shortly after the pricing of the notes
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This activity could increase (or reduce the size of any decrease
in) the market price of our common stock or the notes at that time.
In addition, the option counterparties and/or their respective
affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the
pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of our common
stock or the notes, which could affect your ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that you will
receive upon conversion of the notes.
For a discussion of the potential impact of any market or other activity by the option
counterparties in connection with these convertible note hedge and warrant transactions, see Risk FactorsRisks Related to this Offering and the NotesThe convertible note hedge and warrant transactions may affect the value of the
notes and our common stock.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each, a Relevant Member
State), with effect from and including the date on which the Prospectus
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Directive is implemented in that Relevant Member State no offer of notes may be made to the public in that Relevant Member State other than:
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(A)
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to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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(B)
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to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or
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(C)
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in any other circumstances falling within Article 3(2) of the Prospectus Directive,
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provided that no such
offer of notes shall require us or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
This prospectus supplement has been prepared on the basis that any offer of notes in any Relevant Member State will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending to make an offer in that Relevant Member State of notes which are the subject of the offering
contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither
we nor the underwriters have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.
For the purpose of the above provisions, the expression an offer to the public in relation to any notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the expression may be varied
in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
All of the foregoing restrictions relating to the notes offered hereby also apply to the common stock issuable upon conversion of the notes.
Notice to Prospective Investors in the United Kingdom
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may
only be directed at persons who are qualified investors (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the Order) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as relevant persons). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which
this document relates is only available to, and will be engaged in with, relevant persons.
Notice to Prospective Investors in
Switzerland
The notes may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX)
or on any other stock exchange or regulated trading facility in Switzerland. This document has been
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prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses
under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the notes or the offering may be
publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering or marketing
material relating to the offering, the Company, the notes have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of the notes will not be supervised by, the
Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of the notes has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to
acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the notes.
Notice to Prospective
Investors in the Dubai International Financial Centre
This prospectus supplement relates to an Exempt Offer in accordance with the
Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered
to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth
herein and has no responsibility for the prospectus supplement. The notes to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the notes offered should conduct their
own due diligence on the notes. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities
and Investments Commission (ASIC), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations
Act), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the notes may only be made to persons (the Exempt Investors) who are sophisticated investors
(within the meaning of section 708(8) of the Corporations Act), professional investors (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the
Corporations Act so that it is lawful to offer the notes without disclosure to investors under Chapter 6D of the Corporations Act.
The
notes applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the
Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act.
Further, any shares of our common stock issued on conversion of the notes must not be offered for sale in Australia in the period of 12 months
after the date of issue of those shares except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the
offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring notes or our common stock must observe such Australian on-sale restrictions.
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This prospectus contains general information only and does not take account of the
investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the
information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
Notice to Prospective Investors in Hong Kong
The notes have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to
professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a prospectus
as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the notes has been or may be issued or has been
or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the Securities and Futures Ordinance and any
rules made under that Ordinance.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person pursuant
to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
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a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each
of whom is an accredited investor; or
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(b)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
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securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust
shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:
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to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
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(b)
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where no consideration is or will be given for the transfer;
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(c)
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where the transfer is by operation of law;
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(d)
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as specified in Section 276(7) of the SFA; or
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(e)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
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NOTICE TO CANADIAN RESIDENTS
Resale Restrictions
The
distribution of the notes in Canada is being made only on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of notes are made. Any
resale of the notes (or any securities issued in an exchange or a conversion of the notes in accordance with the terms of the notes) in Canada must be made under applicable securities laws, which may vary depending on the relevant jurisdiction, and
which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the
notes (or any securities issued in an exchange or a conversion of the notes in accordance with the terms of the notes).
Representations
of Canadian Purchasers
By purchasing notes in Canada and accepting delivery of a purchase confirmation, a purchaser is representing
to us and the dealer from whom the purchase confirmation is received that:
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the purchaser is entitled under applicable provincial securities laws to purchase the notes without the benefit of a prospectus qualified under those securities laws as it is an accredited investor as
defined under applicable Canadian securities law including National Instrument
45-106Prospectus
Exemptions,
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the purchaser is a permitted client as defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations
,
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where required by law, the purchaser is purchasing as principal and not as agent, and
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the purchaser has reviewed the text above under Resale Restrictions.
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Conflicts of Interest
Canadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if
applicable, of National Instrument
33-105
Underwriting Conflicts
from having to provide certain conflict of interest disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the
prospectus supplement (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchasers province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchasers province or territory for particulars of these
rights or consult with a legal advisor.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be
possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
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Taxation and Eligibility for Investment
Canadian purchasers of notes should consult their own legal and tax advisors with respect to the tax consequences of an investment in the
notes in their particular circumstances and about the eligibility of the notes for investment by the purchaser under relevant Canadian legislation.
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LEGAL MATTERS
The validity of the notes offered in this prospectus supplement will be passed upon for us by Baker Botts L.L.P., Houston, Texas. Davis Wright
Tremaine LLP, Anchorage, Alaska, will pass upon certain matters relating to Alaska law. Phelps Dunbar LLP, New Orleans, Louisiana, will pass upon certain matters relating to Louisiana law. Certain legal matters in connection with this offering will
be passed upon for the underwriters by Vinson & Elkins L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of Bristow Group Inc. and its subsidiaries as of March 31, 2017 and 2016, and for each of the years
in the three-year period ended March 31, 2017, and managements assessment of the effectiveness of internal control over financial reporting as of March 31, 2017, have been incorporated by reference herein in reliance upon the reports
of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods ended June 30, 2017 and 2016 and September 30, 2017 and
2016, incorporated by reference herein, the independent registered public accounting firm has reported that they applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports
included in Bristow Groups quarterly reports on Form
10-Q
for the quarterly periods ended June 30, 2017 and September 30, 2017, and incorporated by reference herein, state that they did not
audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. The
accountants are not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited interim financial information because that report is not a report or a part of the
registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with
the SEC. You may read and copy this prospectus supplement and any other document we file with the SEC at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can obtain information about the
operation of the SECs public reference room and its copy charges by calling the SEC at
1-800-SEC-0330.
Our SEC filings are
also available to the public on the SECs website at
http://www.sec.gov
and on our website at
http://www.bristowgroup.com
. However, the information on our website does not constitute a part of this prospectus. Reports and other
information concerning us can also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. Our common stock is listed and traded on the NYSE under the trading symbol BRS.
This prospectus supplement and the accompanying prospectus are part of a registration statement that we have filed with the SEC relating to
the securities we may offer. As permitted by SEC rules, this prospectus supplement does not contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with the SEC. Whenever a reference
is made in this prospectus supplement to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document, you should refer to the exhibits that are part of or incorporated by reference into the
registration statement.
The SEC allows us to incorporate by reference into this prospectus supplement the information we file
with it, which means that we can disclose important information to you by referring you to those documents. The
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information that we incorporate by reference is considered to be part of this prospectus supplement. Any statement contained in this prospectus supplement or a document incorporated by reference
in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is
incorporated by reference in this prospectus supplement modified or superseded the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. We
incorporate by reference the documents listed below and future filings we make with the SEC (File
No. 001-31617)
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information
furnished but not filed, unless we specifically provide that such furnished information is to be incorporated by reference) until all of the notes offered hereby have been sold or we have filed with the SEC an
amendment to the registration statement relating to this offering which deregisters all securities then remaining unsold:
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our Annual Report on Form
10-K
for the fiscal year ended March 31, 2017 filed with the SEC on May 23, 2017;
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our Quarterly Reports on Form
10-Q
for the quarterly periods ended June 30, 2017 and September 30, 2017 filed with the SEC on August 3, 2017 and November 8,
2017, respectively;
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our Current Reports on Form
8-K
filed with the SEC on June 9, 2017 (Items 5.02 and 9.01 Form
8-K),
June 12, 2017, June 16,
2017, June 30, 2017, July 6, 2017, July 18, 2017 (Items 1.01, 2.03 and 9.01 Form
8-K
and Items 5.02 and 9.01 Form
8-K),
August 4, 2017 (as amended on
November 13, 2017), August 30, 2017, September 25, 2017, September 27, 2017 and December 11, 2017; and
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the description of our common stock contained in our Registration Statement on Form
8-A,
filed on March 7, 2003, and any subsequent amendment thereto filed for the purpose of
updating such description.
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We will provide, at no charge, to any person a copy of any and all documents that have been
incorporated by reference into this prospectus. Requests for copies of any such document should be made by written or oral request to:
Bristow Group Inc.
2103 City
West Blvd., 4th Floor
Houston, Texas 77042
Attention: Corporate Secretary
Telephone number is
(713) 267-7600
S-84
Prospectus
Bristow Group Inc.
$700,000,000
Senior
Debt Securities
Subordinated Debt Securities
Common Stock
Preferred
Stock
Warrants
Guarantees of Debt Securities
We may offer
and sell the securities listed above from time to time in one or more classes or series and in amounts, at prices and on terms that we will determine at the time of the offering. Any debt securities we issue under this prospectus may be guaranteed
by Bristow U.S. LLC, Bristow Alaska, Inc., Bristow Helicopters Inc., BHNA Holdings Inc., Bristow Academy, Inc. and Bristow U.S. Leasing LLC, our wholly owned subsidiaries.
This prospectus describes some of the general terms that may apply to the securities that we may issue. We will provide the specific terms of
the securities to be offered in supplements to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest.
Our common stock is listed on the New York Stock Exchange under the symbol BRS.
Investing in these securities involves certain risks. You should consider carefully the
Risk Factors
on page 1 of this prospectus and in the applicable prospectus supplement before purchasing any of our securities.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 21, 2017.
Table of Contents
About This Prospectus
This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (SEC). By
using a shelf registration process, we may offer any combination of the securities described in this prospectus in one or more offerings. For further information about the securities and us, you should refer to our registration statement
and its exhibits. The registration statement can be obtained from the SEC as described below under the heading Where You Can Find More Information. This prospectus provides you with a general description of the securities we may offer.
Each time we use this prospectus to offer securities, we will provide a prospectus supplement and, if applicable, a pricing supplement that will describe the specific terms of the offering. The prospectus supplement and any pricing supplement may
also add to, update or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement or pricing supplement, you should rely on the information in the
prospectus supplement or pricing supplement. Please carefully read this prospectus, the prospectus supplement and any pricing supplement, in addition to the information contained in the documents we refer to under the heading Where You Can
Find More Information.
We have not authorized anyone to provide any information or to make any representations other than those
contained in or incorporated by reference into this prospectus, any prospectus supplement or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. You should assume that the information appearing in or incorporated by reference into this prospectus, any prospectus supplement and any free writing prospectus is accurate only as of the date on its cover page
and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since such dates.
i
Bristow Group Inc.
We are the leading global industrial aviation services provider based on the number of aircraft operated. We have a long history in industrial
aviation services through Bristow Helicopters Ltd. (Bristow Helicopters) and Offshore Logistics, Inc., which were founded in 1955 and 1969, respectively. We have major transportation operations in the North Sea, Nigeria and the U.S. Gulf
of Mexico, and in most of the other major offshore energy producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad. We provide private sector search and rescue (SAR) services in Australia, Canada, Nigeria,
Norway, Russia, Trinidad and the United States. We provide public sector SAR services in the U.K. on behalf of the Maritime & Coastguard Agency. We also provide regional fixed wing scheduled and charter services in the U.K., Nigeria and
Australia through our consolidated affiliates, Eastern Airways International Limited and Capiteq Limited, operating under the name of Airnorth, respectively. These operations support our primary industrial aviation services operations in those
markets, creating a more integrated logistics solution for our clients.
In fiscal year 2013, Bristow Helicopters was awarded a contract
with the U.K. Department for Transport to provide public sector SAR services for all of the U.K. The contract has a
phased-in
transition period that began in April 2015 and continues to July 2017 and a
contract length of approximately ten years.
We primarily provide industrial aviation services to a broad base of major integrated,
national and independent offshore energy companies. Our clients charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, our clients
also charter our helicopters to transport time-sensitive equipment to these offshore locations. These clients operating expenditures in the production sector are the principal source of our revenue, while their exploration and development
capital expenditures provide a lesser portion of our revenue. The clients for SAR services include both the oil and gas industry, where our revenue is primarily dependent on our clients operating expenditures, and governmental agencies, where
our revenue is dependent on a countrys desire to privatize SAR and enter into long-term contracts.
In addition to our primary
industrial aviation services operations, we also operate a training unit, Bristow Academy. Additionally, we have fixed wing operations in the U.K., Nigeria and Australia that create a more integrated logistics solution for our global clients and
further diversify our business.
We use the pronouns we, our and us and the terms Bristow
Group and the Company to refer collectively to Bristow Group Inc. and its consolidated subsidiaries and affiliates, unless the context indicates otherwise. We also own interests in other entities that we do not consolidate for
financial reporting purposes, which we refer to as unconsolidated affiliates, unless the context indicates otherwise. Bristow Group, Bristow Aviation Holdings Limited, our consolidated subsidiaries and affiliates, and the unconsolidated affiliates
are each separate corporations, limited liability companies or other legal entities, and our use of the terms we, our and us does not suggest that we have abandoned their separate identities or the legal
protections given to them as separate legal entities. The term you refers to a prospective investor. Our principal executive offices are located at 2103 City West Blvd., 4th Floor, Houston, Texas, 77042. Our telephone number is
(713) 267-7600.
Our website address is
www.bristowgroup.com.
Information contained on our website does not constitute part of this prospectus.
Risk Factors
An investment in our securities involves risks. You should carefully consider all of the information contained in or incorporated by reference
in this prospectus and other information which may be incorporated by reference in this prospectus or any prospectus supplement as provided under Where You Can Find More Information, including the risks described under Risk
Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reports on Form
10-K
and our Quarterly Reports
1
on Form
10-Q.
This prospectus also contains forward-looking statements that involve risks and uncertainties. Please read Forward-Looking
Statements. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including the risks described elsewhere in this prospectus or any prospectus supplement and in the
documents incorporated by reference into this prospectus or any prospectus supplement. If any of these risks occur, our business, financial condition or results of operations could be adversely affected. Additional risks not currently known to us or
that we currently deem immaterial may also have a material adverse effect on us.
Forward-Looking Statements
This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements are
statements about our future business, strategy, operations, capabilities and results; use of proceeds; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our clients, competitors,
vendors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as believes, belief, expects, plans, anticipates,
intends, projects, estimates, may, might, would, could or other similar words; however, all statements in this prospectus, other than statements of historical fact
or historical financial results, are forward-looking statements.
Our forward-looking statements reflect our views and assumptions on the
date we are filing this prospectus regarding future events and operating performance. We believe that they are reasonable, but they involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may
cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Accordingly, you should not put undue reliance on any forward-looking statements.
You should consider the following when evaluating forward-looking statements:
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the risks and uncertainties described under Risk Factors in this prospectus, in any prospectus supplement and in the Risk Factors and other sections of the documents that we incorporate by
reference into this prospectus, including our Annual Reports on Form
10-K
and Quarterly Reports on Form
10-Q
and in our other reports filed with the SEC;
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the possibility of political instability, war or acts of terrorism in any of the countries where we operate;
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fluctuations in worldwide prices of and demand for oil and natural gas;
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fluctuations in levels of oil and natural gas exploration, development and production activities;
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fluctuations in the demand for our services;
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the existence of competitors;
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the existence of operating risks inherent in our business, including the possibility of declining safety performance;
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the possibility of changes in tax and other laws and regulations;
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the possibility that the major oil companies do not continue to expand internationally and offshore;
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the possibility of significant changes in foreign exchange rates and controls, including as a result of voters in the U.K. approving the exit of the U.K. from the European Union;
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general economic conditions including the capital and credit markets;
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the possibility that we may impair our long-lived assets, including goodwill, property and equipment and investments in unconsolidated affiliates;
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the possibility that we may be unable to defer payment on certain aircraft into future fiscal years or take delivery of certain aircraft later than initially scheduled;
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the possibility that we may be unable to acquire additional aircraft due to limited availability or unable to exercise aircraft purchase options;
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the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;
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the possibility that we or our suppliers may be unable to deliver new aircraft on time or on budget;
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the possibility that we may be unable to obtain financing, draw on our credit facilities or enter into definitive agreements with respect to financings on terms that are favorable to us;
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the possibility that we may lack sufficient liquidity or access to additional financing sources to continue to pay a quarterly dividend or finance contractual commitments;
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the possibility that we may be unable to maintain compliance with debt covenants;
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the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely;
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the possibility that we may be unable to
re-deploy
our aircraft to regions with greater demand;
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the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of SAR contract terms or delays in receiving payments;
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the possibility that clients may reject our aircraft due to late delivery or unacceptable aircraft design or operability; and
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the possibility that we do not achieve the anticipated benefits from the addition of
new-technology
aircraft to our fleet.
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All forward-looking statements included or incorporated by reference in this prospectus are qualified by these cautionary statements and are
only made as of the date of this prospectus. We do not undertake any obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Proceeds
Unless we inform you otherwise in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities
under this prospectus for general corporate purposes, which may include:
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repayment or refinancing of debt, and
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repurchases and redemptions of securities.
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Pending any specific application, we may initially
invest funds in short-term marketable securities or apply them to the reduction of other short-term indebtedness.
3
Ratio of Earnings to Fixed Charges
The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated:
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Fiscal Year Ended March 31,
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2013
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2014
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2015
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2016
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2017
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Ratio of Earnings to Fixed Charges
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3.1x
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3.5x
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2.1x
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*
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*
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*
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Earnings for fiscal years 2016 and 2017 were inadequate to cover fixed charges by $84.6 million and $156.2 million, respectively.
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For purposes of this table, earnings are defined as income from continuing operations before provision for income taxes and
minority interest, undistributed earnings of unconsolidated equity affiliates, amortization of capitalized interest and fixed charges, less capitalized interest. Fixed charges consist of interest (whether expensed or capitalized),
amortization of debt issuance costs and the estimated interest portion of rental expense deemed to be representative of interest.
Description of Debt Securities
The debt securities will be senior debt securities or subordinated debt securities. We will
describe in a supplement to this prospectus the specific terms of each series of debt securities being offered. The debt securities will be issued under a senior indenture or a subordinated indenture. The forms of these indentures are filed as
exhibits to the registration statement of which this prospectus forms a part. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the indentures and debt securities are summaries thereof, do not
purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the indentures (and any amendments or supplements we may enter into from time to time which are permitted under each indenture)
and the debt securities, including the definitions therein of certain terms.
General
Unless otherwise specified in a prospectus supplement, the debt securities will be direct unsecured obligations of Bristow Group Inc. The
senior debt securities will rank equally with any of the other senior and unsubordinated debt of Bristow Group Inc. The subordinated debt securities will be subordinate and junior in right of payment to any senior indebtedness. The indentures do not
limit the aggregate principal amount of debt securities that we may issue and provide that we may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. Unless
indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt
securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture.
The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These
terms will include some or all of the following:
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whether the debt securities will be senior or subordinated debt securities;
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the price at which we will issue the debt securities;
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the title of the debt securities;
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any limit on the aggregate principal amount of the debt securities;
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whether the debt securities will be issued in the form of temporary or permanent global securities held by an initial depositary and security custodian, if any, on behalf of holders;
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the manner in which any interest payable on a temporary global security on any interest payment date will be paid if other than in the manner provided in the applicable indenture;
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the date or dates on which the principal of and premium (if any) on the debt securities is payable or the method of determination thereof;
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the rate or rates, or the method of determination thereof, at which the debt securities will bear interest, if any, whether and under what circumstances additional amounts with respect to such debt securities will be
payable, the date or dates from which such interest shall accrue, the interest payment dates on which such interest will be payable and the record date for the interest payable on any debt securities on any interest payment date, or if other than
provided in the applicable indenture, the person to whom any interest on the debt securities will be payable;
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the place or places where the principal of, premium (if any) and interest on and any additional amounts with respect to the debt securities will be payable;
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any terms upon which the debt securities may be redeemed, in whole or in part, at our option, and the manner in which we must exercise such option;
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whether the debt securities are entitled to the benefits of any guarantee of any subsidiary guarantor, the identity of any such subsidiary guarantors and any terms of such guarantee with respect to the debt securities
different from those set forth in the applicable indenture;
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our obligation, if any, to redeem, purchase or repay the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder and the period or periods within which, the price or prices
(whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which the debt securities will be redeemed, purchased or repaid in whole or in part pursuant to such obligation;
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if other than denominations of $1,000 and any integral multiple thereof, the denomination in which any debt securities will be issuable;
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if other than dollars, the currency or currencies (including composite currencies) or the form, including our securities or property, in which payment of the principal of, premium (if any) and interest on and any
additional amounts with respect to the debt securities will be payable;
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if the principal of, premium (if any) or interest on or any additional amounts with respect to the debt securities are to be payable, at our election or at the election of a holder, in a currency or currencies
(including composite currencies) other than that in which the debt securities are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of, premium (if any) and interest on and any
additional amounts with respect to such debt securities as to which such election is made will be payable, and the periods within which and the terms and conditions upon which such election is to be made;
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if the amount of payments of principal of, premium (if any) and interest on and any additional amounts with respect to the debt securities may be determined with reference to any commodities, currencies or indices,
values, rates or prices or any other index or formula, the manner in which such amounts will be determined;
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if other than the entire principal amount, the portion of the principal amount of the debt securities that will be payable upon declaration of acceleration of the maturity of the debt securities;
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any additional means of satisfaction and discharge of the applicable indenture and any additional conditions or limitations to discharge with respect to the debt securities and the related guarantees, if any, or any
modifications of or deletions from such conditions or limitations;
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any deletions or modifications of or additions to the events of default or covenants applicable to us or any subsidiary guarantor pertaining to the debt securities;
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any restrictions or other provisions with respect to the transfer or exchange of the debt securities, which may amend, supplement, modify or supersede those contained in the applicable indenture;
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if the debt securities are to be convertible into or exchangeable for capital stock or any other securities, the terms and conditions for such conversion or exchange; and
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any other terms of the debt securities (which terms shall not be prohibited by the provisions of the applicable indenture).
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We may sell the debt securities at a discount, which may be substantial, below their stated principal amount. These debt securities may bear
no interest or interest at a rate that at the time of issuance is below market rates. If we sell these debt securities, we will describe in the prospectus supplement any material United States federal income tax consequences and other special
considerations.
If we sell any of the debt securities for any foreign currency or currency unit or if payments on the debt securities are
payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or
currency unit.
Book-Entry Debt Securities
We may issue the debt securities of a series in the form of one or more global debt securities that would be deposited with a depositary or its
nominee identified in the prospectus supplement. We may issue global debt securities in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of
owners of beneficial interests in any global debt security.
Governing Law
The indentures, the debt securities and the guarantees will be governed by, and construed in accordance with, the law of the State of New York.
The Trustee
U.S. Bank National
Association, is the trustee under the senior indenture and the subordinated indenture. U.S. Bank National Association and its affiliates may perform certain commercial banking services for us from time to time for which they receive customary fees.
Events of Default
Unless we inform
you otherwise in the applicable prospectus supplement, the following are events of default with respect to a series of debt securities:
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our failure to pay interest on any debt security of that series for 30 days when due;
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our failure to pay principal of or any premium on any debt security of that series when due;
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our failure to deposit any sinking fund payment for 30 days when due;
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our failure, or, if the series of debt securities is entitled to the benefits of a guarantee, the failure of any subsidiary guarantor, to comply with any covenant or agreement in that series of debt securities or the
applicable indenture (other than an agreement or covenant that has been included in the indenture solely for the benefit of other series of debt securities) for 60 days after written notice by the trustee or by the holders of at least 25% in
principal amount of the outstanding debt securities issued under that indenture that are affected by that failure;
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specified events involving bankruptcy, insolvency or reorganization of us or any of our subsidiary guarantors or significant subsidiaries;
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the guarantee of any subsidiary guarantor of a certain series of debt securities ceasing to be in full force and effect with respect to such series or being declared null and void in a judicial proceeding or the denial
of any subsidiary guarantor of its obligations under the applicable indenture or guarantee; and
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any other event of default provided for that series of debt securities.
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A default under one
series of debt securities will not necessarily be a default under any other series. If a default or event of default for any series of debt securities occurs, is continuing and is known to the trustee, the trustee will notify the holders of
applicable debt securities within 30 days after it occurs. The trustee may withhold notice to the holders of the debt securities of any default or event of default, except in any payment on the debt securities, if the trustee in good faith
determines that withholding notice is in the interests of the holders of those debt securities.
If an event of default for any series of
debt securities occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of the series affected by the default may declare the principal of and all accrued and unpaid interest on
those debt securities to be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization of our company, any subsidiary guarantor or any significant subsidiary occurs, the principal of
and accrued and unpaid interest on all the debt securities issued under the applicable indenture will become immediately due and payable without any action on the part of the trustee or any holder. At any time after a declaration of acceleration has
been made, the holders of a majority in principal amount of the outstanding debt securities of the series affected by the default may in some cases rescind this accelerated payment requirement and its consequences.
A holder of a debt security of any series issued under an indenture may pursue any remedy under that indenture or related guarantee only if:
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the holder gives the trustee written notice of a continuing event of default with respect to that series;
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the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;
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the holders offer to the trustee indemnity satisfactory to the trustee against any loss, liability or expense;
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the trustee does not comply with the request within 15 days in the case of the senior indenture and 60 days in the case of the subordinated indenture after receipt of the request and offer of indemnity; and
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during that
15-day
or
60-day
period, as applicable, the holders of a majority in principal amount of the debt securities of that series do
not give the trustee a direction inconsistent with the request.
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This provision does not, however, affect the right of a
holder of a debt security to sue for enforcement of any overdue payment.
In most cases, the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request or direction of any of the holders unless those holders have offered to the trustee indemnity satisfactory to it. Subject to this provision for security or indemnification, the
holders of a majority in principal amount of the outstanding debt securities of a series generally may direct the time, method and place of:
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conducting any proceeding for any remedy available to the trustee; or
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exercising any trust or power conferred on the trustee relating to or arising as a result of an event of default.
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If an event of default occurs and is continuing, the trustee will be required to use the degree of care and skill of a prudent person in the
conduct of his own affairs.
7
The indentures require us to furnish to the trustee annually a statement as to our performance of
certain of our obligations under the indentures and as to any default in performance.
Description of
Guarantees of the Debt Securities
If specified in the applicable prospectus supplement, one or more of our subsidiaries Bristow U.S.
LLC, Bristow Alaska Inc., Bristow Helicopters Inc., BHNA Holdings Inc., Bristow Academy, Inc. or Bristow U.S. Leasing LLC will guarantee the debt securities. The particular terms of any guarantee will be described in the related prospectus
supplement.
Description of Capital Stock
The following description of our common stock, our preferred stock, our restated certificate of incorporation and our amended and restated
bylaws are summaries thereof and are qualified by reference to our restated certificate of incorporation and our amended and restated bylaws. For more detail, please see our restated certificate of incorporation and our amended and restated bylaws,
and the amendments thereto, each of which is incorporated herein by reference.
General
We are authorized to issue 90,000,000 shares of common stock, par value $.01 per share, and 8,000,000 shares of preferred stock,
par value $.01 per share. We are authorized to issue capital stock in certificated or uncertificated form.
Common Stock
Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Our bylaws provide that the
vote required for approval or ratification of an item of business at a meeting of stockholders will be a majority of the votes cast on the matter, voted for or against. Our common stock has
non-cumulative
voting rights, meaning that the holders of more than 50% of the voting power of the shares voting for the election of directors can elect 100% of the directors if they choose to do so. In such event, the holders of the remaining
less-than-50%
of the voting power of the shares voting for the election of directors will not be able to elect any directors. Subject to any preferential rights of any outstanding shares of preferred stock, the
holders of common stock are entitled to such dividends as may be declared from
time-to-time
at the discretion of the board of directors out of funds legally available
therefore. Holders of common stock are entitled to share ratably in our net assets upon liquidation after payment or provision of all liabilities and any preferential liquidation rights of any preferred stock then outstanding. The holders of common
stock have no preemptive rights to purchase additional shares of our capital stock. Shares of common stock are not subject to any redemption or sinking fund provisions and are not convertible into any other of our securities. Our common stock is
subject to certain restrictions and limitations on ownership by
non-U.S. citizens.
See Certificate of Incorporation and Bylaws Foreign Ownership and Control.
Computershare is the registrar and transfer agent for our common stock. Our common stock is listed on the New York Stock Exchange under the
symbol BRS.
Preferred Stock
The rights of holders of common stock are subject to the rights of holders of any preferred stock. Our board of directors is empowered, without
approval of the stockholders, to cause shares of preferred stock to be issued in one or more series, with the number of shares of each series and the rights, preferences and limitations of each series to be determined by it.
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Among the specific matters that may be determined by the board of directors, and may be included
in any prospectus supplement relating to any series of preferred stock we are offering, are the following:
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the number of shares that will constitute any such series and whether the number of shares may be increased or decreased by action of our board of directors;
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whether the shares of any such series will be convertible into or exchangeable for shares of stock of any other class or classes or shares of any other series of the same class;
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the price or prices, or the rate or rates, of conversion if our board of directors determines that the shares of any such series will be convertible;
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any limitations or restrictions to be effective while any shares of any such series are outstanding upon the payment of dividends or the making of other distributions or upon the acquisition in any manner by the Company
or any of our subsidiaries of any of the shares of the Companys common, preferred or other class or classes of stock;
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any conditions or any restrictions upon the creation of indebtedness of the Company or any of our subsidiaries or upon the issuance of any additional stock of any kind while the shares of any series are outstanding;
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the annual rate of dividends, if any, payable on the shares of any such series and the conditions upon which such dividends will be payable;
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whether dividends, if authorized, will be cumulative and, if so, the date from which such dividends will be cumulative;
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when and at what price or prices (whether in cash or in debentures of the Company) the shares of any such series will be redeemable or, at the option of the Company, exchangeable or both;
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whether the shares of any such series will be subject to the operation of any purchase, retirement or sinking fund or funds and, if so, the terms and provisions relative to the operation of any such fund or funds; and
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the amount payable on the shares of any such series in the event of voluntary liquidation, dissolution or winding up of the affairs of the Company; and any other powers, preferences and relative, participating, option
and other special rights, and any qualifications, limitations and restrictions thereof.
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Our board of directors may change
the designation, rights, preferences, descriptions and terms of, and the number of shares in, any series of which no shares thereof have been issued. We will file the form of preferred stock with the SEC before issuance, and you should read the form
of preferred stock for provisions that may be important to you. Our preferred stock is subject to certain restrictions and limitations on ownership by
non-U.S.
citizens. See Certificate of
Incorporation and Bylaws Foreign Ownership and Control.
The issuance of preferred stock, while providing us with
flexibility in connection with possible acquisitions and other corporate purposes, could reduce the relative voting power of holders of our common stock. It could also affect the likelihood that holders of our common stock will receive dividend
payments and payments upon liquidation.
The issuance of shares of preferred stock, or the issuance of rights to purchase shares of
preferred stock, could be used to discourage an attempt to obtain control of the Company. For example, if, in the exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal was not in the best interest
of our stockholders, the Board could authorize the issuance of a series of preferred stock containing class voting rights that would enable the holder or holders of this series to prevent a change of control transaction or make it more difficult.
Alternatively, a change of control transaction deemed by the Board to be in the best interest of our stockholders could be facilitated by issuing a series of preferred stock having sufficient voting rights to provide a required percentage vote of
the stockholders.
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Certificate of Incorporation and Bylaws
Stockholder Meetings
Our bylaws
provide that special meetings of our stockholders may be called only by our president or by a resolution of our directors.
Stockholder Action by
Written Consent
Our bylaws allow stockholders to take corporate action by written consent without a meeting if a stockholder of
record provides timely notice to our corporate secretary requesting our Board to set a record date. The Board is then required to set a record date within 10 days of receipt of notice.
Majority Vote Requirement
Our
bylaws provide that the Board will nominate for election as director only those candidates who submit an irrevocable letter of resignation that would be deemed effective upon such nominee failing to receive more votes cast for than against his or
her election or
re-election
at the next meeting of the stockholders of the Company.
Certain Limitations on
Stockholder Actions
Our bylaws also impose some procedural requirements on stockholders who wish to:
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make nominations in the election of directors;
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propose that a director be removed;
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propose any repeal or change in our bylaws; or
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propose any other business to be brought before an annual or special meeting of stockholders.
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In order to bring a proposal before an annual meeting of stockholders, our bylaws require that a stockholder deliver timely notice of a
proposal pertaining to a proper subject for presentation at the meeting to our corporate secretary containing detailed information.
Our
bylaws provide that only such business may be conducted at a special meeting of stockholders as has been brought before the meeting by the Companys notice of meeting. Nominations of persons for election to our board of directors may be made at
a special meeting by our board of directors or, provided that our board has determined that directors will be elected at such meeting, by our stockholders. In order to nominate a person for election to our board of directors at a special meeting of
stockholders, a stockholder must deliver timely notice of such nomination to our corporate secretary. Such notice must contain detailed information with respect to notices of nomination of persons for election to our board of directors at annual
meetings of stockholders.
To be timely, a stockholder must generally deliver notice:
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in connection with an annual meeting of stockholders, not earlier than the close of business on the 120th day prior to and not later than the close of business on the 90th day prior to the first anniversary of the
preceding years annual meeting. However, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice is required not earlier than the 120th day prior to such annual meeting and
not later than the later of the 90th day prior to the annual meeting or, if our first public announcement of the date of the annual meeting is less than 100 days prior to the date of such meeting, the 10th day following the day on which we first
publicly announce the date of such meeting; or
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in connection with the election of a director at a special meeting of stockholders, not earlier than the close of business on the 120th day prior to and not later than the close of business on the later of the 90th day
prior to such special meeting or, if our first public announcement of the date of the special meeting is less than 100 days prior to the date of such meeting, the 10th day following the day on which we first publicly announce the date of such
meeting.
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Limitation of Liability of Directors
Our certificate of incorporation provides that no director will be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability as a result of any of the following:
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any breach of the directors duty of loyalty to the Company or our stockholders;
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any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and
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any transaction from which the director derived an improper personal benefit.
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As a result,
neither we nor our stockholders have the right, through stockholders derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent
behavior, except in the situations described above. Furthermore, our certificate of incorporation provides that, if the Delaware General Corporation Law is amended to authorize corporate action further limiting or eliminating the personal liability
of directors, then the liability of our directors will be limited or eliminated to the extent permitted by the Delaware General Corporation Law, as then amended.
Our bylaws provide that, to the fullest extent permitted by law, we will indemnify any officer or director of the Company against all expenses
(including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a
director or officer. We will pay such expenses in advance of the final disposition of such action only when we receive an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified by us.
Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment. We have entered into indemnification agreements with each of our directors that provide that we will indemnify the indemnitee
against, and advance certain expenses relating to, liabilities incurred in the performance of such indemnitees duties on our behalf to the fullest extent permitted under Delaware law and our bylaws.
Foreign Ownership and Control
We
are subject to the Federal Aviation Act, under which our aircraft may be subject to deregistration, and we may lose our ability to operate within the United States, if persons other than citizens of the United States should come to own or control
more than 25% of our voting interest. Consistent with the requirements of the Federal Aviation Act, our certificate of incorporation, as amended, provides that persons or entities that are not citizens of the United States (as defined in
the Federal Aviation Act) will not collectively own or control more than 25% of the voting power of our outstanding capital stock (the Permitted Foreign Ownership Percentage) and that, if at any time persons that are not citizens of the
United States nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of our outstanding voting capital stock in excess of the Permitted Foreign Ownership Percentage owned by certain
stockholders who are not citizens of the United States will automatically be suspended. These voting rights will be suspended in reverse chronological order by date of registry until the number of voting shares held by persons that are not citizens
of the United States is less than or equal to the Permitted Foreign Ownership Percentage. Our certificate of incorporation, as amended, further authorizes us to redeem any such suspended shares to the extent necessary for us to comply with any
present or future requirements of the Federal Aviation Act.
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Our bylaws provide that at least
two-thirds
of our board
of directors must be citizens of the United States and that a person that is not a citizen of the United States is not eligible for nomination or election as a director if such persons election, together with the election of any incumbent
directors that are not citizens of the United States and are candidates for election as a director at the same time, would cause less than
two-thirds
of our board of directors to be citizens of the United
States.
Delaware Business Combination Statute
We are subject to Section 203 of the Delaware General Corporation Law, which regulates corporate acquisitions. Section 203 prohibits
an interested stockholder, which is defined generally as a person owning 15% or more of a corporations voting stock, or any affiliate or associate of that person, from engaging in a broad range of business combinations
with the corporation for three years after becoming an interested stockholder unless:
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the board of directors of the corporation had previously approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction
commenced, other than statutorily excluded shares; or
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following the transaction in which that person became an interested stockholder, the business combination is approved by the board of directors of the corporation and holders of at least
two-thirds
of the outstanding voting stock not owned by the interested stockholder.
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Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested
stockholder following the announcement or notification of designated extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder
with the approval of a majority of the corporations directors, if such extraordinary transaction is approved or not opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the
previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.
Section 203 may make it more difficult for a person who would be an interested stockholder to effect various business combinations with a
corporation for a three-year period. Section 203 also may have the effect of preventing changes in our management and could make it more difficult to accomplish transactions which our stockholders may otherwise deem to be in their best
interests.
Exclusive Forum
Under
our bylaws, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of
breach of a fiduciary duty owed by any director, officer or other employee of the Company to our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action
asserting a claim governed by the internal affairs doctrine will be a state or federal court located within the State of Delaware, in all cases subject to the courts having personal jurisdiction over the indispensable parties named as
defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice and consented to these provisions of our bylaws.
Description of Warrants
We may issue warrants to purchase debt securities, common stock, preferred stock, rights or other securities of the Company or any other
entity or any combination of the foregoing. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. We will issue warrants under one or more
warrant agreements between us and a warrant agent that we will name in the prospectus supplement.
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The prospectus supplement relating to any warrants we are offering will include specific terms
relating to the offering. We will file the form of any warrant agreement with the SEC, and you should read the warrant agreement for provisions that may be important to you. The prospectus supplement will include some or all of the following terms:
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the title of the warrants;
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the aggregate number of warrants offered;
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the designation, number and terms of the debt securities, common stock, preferred stock, rights or other securities purchasable upon exercise of the warrants, and procedures that will result in the adjustment of those
numbers;
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the exercise price of the warrants;
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the dates or periods during which the warrants are exercisable;
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the designation and terms of any securities with which the warrants are issued;
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if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;
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if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
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any minimum or maximum amount of warrants that may be exercised at any one time;
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any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and
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any other terms of the warrants.
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Plan of Distribution
We may sell the securities in and outside the United States through underwriters or dealers, directly to purchasers or through agents. The
prospectus supplement will include the following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the purchase price of the securities from us and, if the purchase price is not payable in U.S. dollars, the currency or composite currency in which the purchase price is payable;
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the net proceeds to us from the sale of the securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters compensation;
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any initial public offering price;
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any restrictions or other provisions relating to the transfer or exchange of the securities;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any commissions paid to agents.
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Sale Through Underwriters or Dealers
If we use underwriters in the sale of securities, the underwriters will acquire the securities for their own account. The underwriters may
resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase
the securities will be subject to conditions, and the underwriters will be obligated to purchase all the securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
Underwriters may sell our common stock under this prospectus by any method permitted
by law deemed to be an at the market offering as defined in Rule 415 under the Securities Act, which includes sales made directly on the New York Stock Exchange, on any other existing trading market for our common stock or to or through
a market maker, or in privately negotiated transactions. Unless we inform you otherwise in the prospectus supplement, the sales agent with respect to any such
at-the-market
offering will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreeable terms
between the sales agent and us. We will include in the prospectus supplement the amount of any compensation to be received by the sales agent.
During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These
transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, whereby selling concessions allowed to
syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if such offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, these activities may be discontinued at any time.
If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the
public at varying prices determined by the dealers at the time of resale. The dealers participating in any sale of the securities may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.
We will include in the prospectus supplement the names of the dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities directly. In that event, no underwriters or agents would be involved. We may also sell the securities through agents
we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus
supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell
the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus
supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.
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Remarketing
We may offer and sell any of the securities in connection with a remarketing upon their purchase, in accordance with a redemption or repayment
by their terms or otherwise, by one or more remarketing firms acting as principals for their own accounts or as our agents. We will identify any remarketing firm, the terms of any remarketing agreement and the compensation to be paid to the
remarketing firm in the prospectus supplement. Remarketing firms may be deemed underwriters under the Securities Act.
Derivative Transactions
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale
transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those
derivatives to close out any related open borrowings of stock.
We or one of our affiliates may loan or pledge securities to a financial
institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of
other securities offered by this prospectus or otherwise.
The third parties in any of the sale transactions described above will be
underwriters and will be identified in the applicable prospectus supplement or in a post-effective amendment to the registration statement of which this prospectus forms a part.
General Information
In connection with
the sale of the securities, underwriters, dealers or agents may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from securities purchasers for whom they may act as
agent. Underwriters may sell the securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agent.
We will provide in the applicable prospectus supplement information regarding any underwriting discounts or other compensation that we pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or
commissions which underwriters allow to dealers.
We may agree to indemnify underwriters, dealers and agents who participate in the
distribution of securities against certain liabilities to which they may become subject in connection with the sale of the securities, including liabilities arising under the Securities Act, or to contribute with respect to payments that the agents,
dealers or underwriters may be required to make because of those liabilities. Agents, dealers and underwriters, or their affiliates or associates, may be customers of, engage in transactions with or perform services for us in the ordinary course of
their businesses.
Other than the common stock, which is listed on the New York Stock Exchange, each series of offered securities will
have no established trading market. We may elect to list any series of offered securities on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a series of offered securities. However,
they will not be obligated to do so and may discontinue market making at any time without notice. We cannot assure you as to the liquidity of, or the trading market for, any of our offered securities.
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To the extent required, this prospectus may be amended or supplemented from time to time to
describe a specific plan of distribution. The place and time of delivery for the securities in respect of which this prospectus is delivered are set forth in the accompanying prospectus supplement.
Legal Matters
The validity of the offered securities and other matters in connection with any offering of the securities will be passed upon for us by Baker
Botts L.L.P., Houston, Texas, our outside counsel. Davis Wright Tremaine LLP, Anchorage, Alaska, will pass upon certain matters relating to Alaska law. Phelps Dunbar LLP, New Orleans, Louisiana, will pass upon certain matters relating to Louisiana
law. Any underwriters or agents will be advised about legal matters relating to any offering by their own legal counsel, which will be named in the related prospectus supplement.
Experts
The consolidated financial statements of Bristow Group Inc. and its subsidiaries as of March 31, 2017 and 2016, and for each of the years
in the three-year period ended March 31, 2017, and managements assessment of the effectiveness of internal control over financial reporting as of March 31, 2017, have been incorporated by reference herein in reliance upon the reports
of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy this registration
statement and any other document we file with the SEC at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can obtain information about the operation of the SECs public reference
room and its copy charges by calling the SEC at
1-800-SEC-0330.
Our SEC filings are also available to the public on the
SECs website at
http://www.sec.gov
and on our website at
http://www.bristowgroup.com
. However, the information on our website does not constitute a part of this prospectus. Reports and other information concerning us can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Our common stock is listed and traded on the New York Stock Exchange under the trading symbol BRS.
This prospectus is part of a registration statement that we have filed with the SEC relating to the securities we may offer. As permitted by
SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with the SEC. Whenever a reference is made in this prospectus or any prospectus supplement
to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document, you should refer to the exhibits that are part of or incorporated by reference into the registration statement.
The SEC allows us to incorporate by reference into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The information that we incorporate by reference is considered to be part of this prospectus. Any statement contained in this prospectus or a document incorporated by
reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is incorporated by reference in
this prospectus modified or superseded the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference the documents listed below
and future filings we make with the SEC (File
No. 001-31617)
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished but not filed,
unless we specifically provide that such furnished information is
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to be incorporated by reference) after the effectiveness of this registration statement and until the termination of offerings under this prospectus:
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our Annual Report on Form
10-K
for the fiscal year ended March 31, 2017, which was filed with the SEC on May 23, 2017;
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our Current Reports on Form 8-K filed with the SEC on June 9, 2017 (Items 5.02 and 9.01 Form
8-K),
June 12, 2017, June 16, 2017, June 30, 2017, July 6, 2017 and July 18, 2017
(Items 1.01, 2.03 and 9.01 Form 8-K and Items 5.02 and 9.01 Form 8-K); and
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the description of our common stock contained in our Registration Statement on Form
8-A,
filed on March 7, 2003, and any subsequent amendment thereto filed for the purpose of
updating such description.
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We will provide, at no charge, to any person, including any beneficial owner, to whom a
prospectus is delivered, a copy of any and all documents that have been incorporated by reference into this prospectus. Requests for copies of any such document should be made by written or oral request to:
Bristow Group Inc.
2103 City
West Blvd., 4th Floor
Houston, Texas 77042
Attention: Corporate Secretary
Telephone number is
(713) 267-7600
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