Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 21, 2018, Bristow Group Inc. (the
Company
) issued a press release announcing the results to date for the Companys
previously announced solicitation of consents (the
Consent Solicitation
) from holders of its outstanding 8.75% Senior Secured Notes due 2023 (the
Notes
) to amend certain provisions of the indenture governing the
Notes (the
Proposed Amendment
), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As of
November 21, 2018, the requisite consents (the
Requisite Consents
) to effect the Proposed Amendment, as described in the Consent Solicitation Statement dated November 13, 2018, as amended by Amendment No. 1 thereto,
dated November 15, 2018 (as amended, the
Consent Solicitation Statement
), were received. Accordingly, on November 21, 2018, the Company, as issuer, Bristow U.S. LLC, Bristow U.S. Leasing LLC, Bristow Alaska Inc., BHNA
Holdings Inc. and Bristow Helicopters Inc., as guarantors (collectively, the
Guarantors
), and U.S. Bank National Association, as trustee (the
Trustee
) and as collateral agent (the
Collateral
Agent
), executed and delivered a supplemental indenture (the
Supplemental Indenture
) to that certain indenture, dated as of March 6, 2018 (the
Indenture
), among the Company, the Guarantors, the
Trustee and Collateral Agent, relating to the Notes.
The Supplemental Indenture revised the definition of Excluded Assets in the Indenture to
include all proceeds, products, substitutions or replacements of, and rights and privileges with respect to, assets or Equity Interests (as defined in the Indenture) in Unrestricted Subsidiaries (as defined in the Indenture), in each case included
or required or purported to be included in any pledge of such assets or Equity Interests of Unrestricted Subsidiaries to secure other indebtedness for so long as such pledge has not been released. The Supplemental Indenture became effective upon the
execution and delivery thereof, but will become operative only upon the delivery of a cash payment to eligible holders of the Notes who validly delivered consents and did not revoke consents prior to the receipt of the Requisite Consents. The
Company expects to deliver such payment to such holders substantially concurrently with the closing of the Companys previously announced acquisition of Columbia Helicopters, Inc.
The foregoing description of the Indenture and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the
full text of the Indenture and the Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
This Current Report on Form
8-K
is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation
of consents with respect to any securities. The Consent Solicitation was made solely by the Consent Solicitation Statement and was subject to the terms and conditions stated therein.