HOUSTON, Dec. 13, 2017 /PRNewswire/ -- Bristow Group
Inc. (NYSE: BRS) announced today the pricing of its previously
announced underwritten offering of $125
million aggregate principal amount of 4.50% convertible
senior notes due 2023 (the "notes"). The notes will bear interest
at a rate of 4.50% per annum, payable semi-annually on June 1 and December
1 of each year, beginning June 1,
2018. The company has granted the underwriters an option to
purchase up to an additional $18.75
million aggregate principal amount of notes to cover
over-allotments. The closing of the offering is expected to occur
on December 18, 2017 and is subject
to customary closing conditions.
The company expects the net proceeds from the offering to be
$121.4 million, or $139.8 million if the underwriters exercise their
option to purchase additional notes in full.
The notes will be convertible into cash, shares of the company's
common stock or a combination of cash and shares of the company's
common stock, at the company's election, at an initial conversion
rate of 63.9488 shares of the company's common stock per
$1,000 principal amount of notes,
which is equivalent to an initial conversion price of approximately
$15.64. The notes will mature on
June 1, 2023, unless earlier
converted or repurchased in accordance with their terms prior to
such date, and may not be redeemed by the company prior to
maturity. Prior to December 1, 2022,
the notes will be convertible only upon the occurrence of certain
events and during certain periods, and thereafter, until the close
of business on the second scheduled trading day immediately
preceding the maturity date.
In connection with the pricing of the notes, the company entered
into convertible note hedge transactions with certain of the
underwriters or affiliates thereof (the "option counterparties").
The convertible note hedge transactions cover, subject to
anti-dilution adjustments substantially similar to those applicable
to the notes, the number of shares of the company's common stock
underlying the notes. The convertible note hedge transactions are
expected generally to reduce the potential dilution upon any
conversion of the notes and/or offset the potential cash payments
the company may be required to make in excess of the principal
amount of converted notes in the event that the market price per
share of the company's common stock, as measured under the terms of
the convertible note hedge transactions, is greater than the strike
price of the convertible note hedge transactions, which initially
corresponds to the conversion price of the notes and is subject to
anti-dilution adjustments substantially similar to those applicable
to the conversion rate of the notes. The company also entered into
warrant transactions with the option counterparties whereby the
company sold to the option counterparties warrants to purchase,
subject to customary anti-dilution adjustments and net share
settlement provisions, up to the same number of shares of the
company's common stock as underlie the convertible note hedge
transactions. The warrant transactions could separately have a
dilutive effect to the extent that the market price per share of
the company's common stock, as measured over the applicable
valuation period at the maturity of the warrants, exceeds the
strike price of the warrants. The strike price of the warrant
transactions will initially be approximately $20.02 per share, which represents a premium of
60.0% over the last reported sale price of the company's common
stock on December 13, 2017, and is
subject to certain adjustments under the terms of the warrant
transactions. If the underwriters exercise their over-allotment
option, the company expects to enter into additional convertible
note hedge transactions and additional warrant transactions with
the option counterparties.
The company intends to use approximately $89.6 million of the net proceeds from the
offering of the notes to repay a portion of the indebtedness
outstanding under its term loan and approximately $8.8 million of the net proceeds from the
offering of the notes to pay the cost of the convertible note hedge
transactions (after such cost is partially offset by the proceeds
to the company of the warrant transactions), with the remainder of
the net proceeds from this offering to be used for general
corporate purposes. If the underwriters exercise their
over-allotment option, the company expects to sell additional
warrants and use a portion of the net proceeds from the sale of the
additional notes to enter into additional convertible note hedge
transactions with the option counterparties, as well as use a
portion of the net proceeds from the sale of such additional
warrants and additional notes to make additional repayments of
indebtedness outstanding under its term loan.
The company has been advised by the option counterparties that
in connection with establishing their initial hedge position with
respect to the convertible note hedge transactions and warrant
transactions, the option counterparties and/or their respective
affiliates expect to enter into various derivative transactions
with respect to the company's common stock concurrently with, or
shortly after, the pricing of the notes. This activity could
increase (or reduce the size of any decrease in) the market price
of the company's common stock or the notes at that time.
The company has also been advised by the option counterparties
that the option counterparties and/or their respective affiliates
are likely to modify their hedge positions by entering into or
unwinding various derivative transactions with respect to the
company's common stock and/or purchasing or selling the company's
common stock or other of the company's securities, including the
notes, in secondary market transactions following the pricing of
the notes and prior to the maturity of the notes. This activity
could cause or avoid an increase or a decrease in the market price
of the company's common stock or the notes, which could affect the
bondholders' ability to convert the notes and, to the extent the
activity occurs during any observation period related to a
conversion of notes, could affect the amount and value of the
consideration that bondholders will receive upon conversion of the
notes.
The notes are being offered pursuant to an effective shelf
registration statement on Form S-3 filed with the Securities and
Exchange Commission (the "Commission").
Credit Suisse Securities (USA)
LLC, Barclays Capital Inc. and BofA Merrill Lynch are acting as
joint book-running managers and representatives of the
underwriters. Citigroup Global Markets Inc., J.P. Morgan Securities
LLC and SunTrust Robinson Humphrey, Inc. are acting as senior
co-managers.
The offering is being made only by means of a prospectus and
related prospectus supplement, which will be filed with the
Commission. A copy of the prospectus and prospectus supplement
relating to the offering may be obtained from the offices of Credit
Suisse Securities (USA) LLC,
Prospectus Department, One Madison Avenue, New York, NY 10010, Attn: Prospectus
Department, phone: 1-800-221-1037, email:
newyork.prospectus@credit-suisse.com; Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, phone:
1-800-603-5847, email: barclayspropsectus@broadridge.com; and BofA
Merrill Lynch, c/o Prospectus Department, NC1-004-03-43, 200 North
College Street, 3rd Floor, Charlotte,
NC 28255-0001, email: dg.prospectus_requests@baml.com. An
electronic copy of the prospectus will be available on the website
of the Commission at www.sec.gov.
This news release shall not constitute an offer to sell or a
solicitation of an offer to purchase these notes nor shall there be
any sale of the notes in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
ABOUT BRISTOW GROUP INC.
Bristow Group Inc. is the leading global industrial aviation
services provider offering helicopter transportation, search and
rescue (SAR) and aircraft support services, including maintenance
and training, to government and civil organizations worldwide.
Bristow has major operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major
offshore oil and gas producing regions of the world, including
Australia, Brazil, Canada, Russia and Trinidad. Bristow provides SAR services to the
private sector worldwide and to the public sector for all of the
U.K. on behalf of the Maritime and Coastguard Agency. For more
information, visit Bristow's website at www.bristowgroup.com.
FORWARD-LOOKING STATEMENTS
Statements contained in this news release that state the
company's or management's intentions, hopes, beliefs, expectations
or predictions of the future are forward-looking statements.
Specifically, the company cannot assure you that the proposed
transactions described above will be consummated on the terms
currently contemplated, if at all. Actual results could differ
materially from those projected in such forward-looking statements.
Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking
statements is contained from time to time in the company's filings
with the Commission, including but not limited to the company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2017 and Quarterly Reports on Form 10-Q
for the quarters ended June 30, 2017
and September 30, 2017. Bristow Group
Inc. disclaims any intention or obligation to revise any
forward-looking statements, including financial estimates, whether
as a result of new information, future events or otherwise.
Linda McNeill
Investor Relations
(713) 267-7622
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SOURCE Bristow Group Inc.