HOUSTON, Feb. 20, 2018 /PRNewswire/ -- Bristow Group
Inc. (NYSE: BRS) announced today that it has commenced, subject to
market conditions and other factors, a private offering of
$300 million aggregate principal
amount of senior secured notes due 2023 (the "notes") to eligible
purchasers pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended (the "Securities Act").
The notes are expected to pay interest semi-annually and will
mature on March 1, 2023, subject to
earlier mandatory redemption if more than $125 million principal amount of the company's
existing senior notes due 2022 remains outstanding as of
June 30, 2022. The interest rate and
certain other pricing terms of the notes will be determined at the
time the offering is priced by the company and the initial
purchasers. The notes will be fully and unconditionally guaranteed,
jointly and severally, on a senior secured basis, by the company's
U.S. subsidiaries that currently provide guarantees of its existing
senior notes due 2022 and its convertible notes due 2023, as well
as certain future subsidiaries.
The notes will be secured by first priority liens, subject to
limited exceptions, on collateral that will consist of
substantially all of the tangible and intangible property assets of
the company and the subsidiary guarantors (other than certain
excluded assets), including approximately 77 pledged aircraft.
The company intends to use a portion of the net proceeds from
the offering of the notes to repay all of its outstanding
borrowings under its term loan and to cash collateralize letters of
credit outstanding under its revolving credit facility, with the
remainder of the net proceeds from this offering to be used for
general corporate purposes. In connection with the closing of the
offering, the company intends to terminate its term loan and its
revolving credit facility.
The notes will be offered and sold to persons reasonably
believed to be qualified institutional buyers in the United States pursuant to Rule 144A under
the Securities Act, and outside the
United States to non-U.S. persons pursuant to Regulation S
under the Securities Act. The offer and sale of the notes and the
related subsidiary guarantees have not been and will not be
registered under the Securities Act or any state securities laws
and may not be offered or sold in the
United States absent registration or an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state laws.
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. Any offers of the
notes shall be made in the United
States only by means of a private offering circular pursuant
to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant
to Regulation S under the Securities Act.
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.
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.
Without limiting the generality of the foregoing, such
forward-looking statements include statements regarding the
company's intention to issue new notes and to use offering proceeds
to repay all of its outstanding borrowings under its term loan and
to cash collateralize letters of credit outstanding under its
revolving credit facility. 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,
September 30, 2017 and December 31, 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.