This summary highlights selected information contained or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, any applicable prospectus supplement, and any related free writing prospectus, including the risks of investing in our securities contained in the applicable prospectus supplement and any related free writing prospectus, and in the other documents that are incorporated by reference in this prospectus. You should also carefully read the information incorporated by reference in this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to the “Company,” “Bristow,” “VTOL,” “we,” “us,” or “our” are to Bristow Group Inc. and its subsidiaries.
Overview
We are the largest provider of offshore oil and gas transportation, search and rescue (“SAR”) and aircraft support services to government and civil organizations worldwide. Our strategically located global fleet supports operations in the U.S. Gulf of Mexico, the North Sea and Nigeria, as well as in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Spain, Suriname and Trinidad. We provide SAR services to the private sector worldwide and to the public sector for all of the United Kingdom on behalf of the Maritime and Coastguard Agency. We also provide a variety of operating lease solutions and technical fleet support to third-party operators.
The Merger and Name Change
On June 11, 2020, the Company completed its business combination with Bristow Holdings U.S. Inc. (formerly known as Bristow Group Inc.) (“Old Bristow”) following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger, dated as of January 23, 2020 (as amended on April 22, 2020), among the Company, Ruby Redux Merger Sub, Inc. (“Merger Sub”), and Old Bristow (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Old Bristow, with Old Bristow surviving as a wholly owned subsidiary of the Company (the “Merger”).
Upon completion of the Merger, the shares of Old Bristow common stock, par value $0.0001 (“Old Bristow Common Stock”) that were outstanding immediately prior to the closing of the Merger (including, among other things, shares issued as a result of the conversion of all outstanding shares of Old Bristow preferred stock, par value $0.0001 (“Old Bristow Preferred Stock”) and certain shares of Old Bristow Common Stock held in reserve to settle claims from Old Bristow’s Bankruptcy) were converted into the right to receive, in the aggregate, a number of shares of the Company’s common stock, equal to the product of (i) 77% multiplied by (ii) the quotient of (x) the number of shares of the Company’s common stock outstanding immediately prior to the Merger, calculated on a fully diluted basis, as adjusted for a 1 for 3 reverse stock split completed immediately prior to the Merger, divided by (y) 23% (the “Aggregate Merger Consideration”). Each holder of Old Bristow Common Stock, other than holders of dissenting shares, received, for each share of Old Bristow Common Stock, a number of shares of common stock equal to the Aggregate Merger Consideration divided by the number of shares of Old Bristow Common Stock outstanding immediately prior to the Merger (including, among others, shares issued as a result of the conversion of Old Bristow Preferred Stock and any shares underlying Bristow options or restricted stock units) and cash in lieu of fractional shares.
In connection with the Merger, the Company changed its name to Bristow Group Inc.
Corporate Information
Our principal executive offices are located at 3151 Briarpark Drive, Suite 700, 7th Floor, Houston, Texas 77042, and our telephone number is (713) 267-7600. Additional information about us is available on our website at http://bristowgroup.com. Our website and the information contained in it or connected to it shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part. You can review filings we make with the SEC at its website at www.sec.gov, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports electronically filed or furnished pursuant to Section 15(d) of the Exchange Act.