* Percentage based on 29,710,809 shares of Common Stock (as defined below) issued and outstanding as of November 2, 2020, as reflected
in the Form 10Q filed by the Issuer with the SEC on November 5, 2020.
Item 1. Security and Issuer.
This Amendment No. 1 to the Statement on Schedule 13D (this “Amendment No. 1”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on July 1,
2020 (the “Original Schedule 13D”) regarding the shares of common stock, par value $0.01 per share (“Common Stock”), of Bristow Group Inc. (formerly known as Era Group Inc.), a Delaware corporation (the “Issuer”). The address of the principal
executive offices of the Issuer is 3151 Briarpark Dr., Suite 700, Houston, Texas 77042.
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used
but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
The disclosure in Item 4 of the Original 13D is amended and restated with the following:
On December 17, 2020, the Reporting Persons sold 3,866
shares of the Common Stock held of record by BCC Helicopter LLC in open market transactions. The Reporting Persons intend to seek to opportunistically sell all or any portion of the remaining shares of Common Stock held of record by BCC
Helicopter LLC (the “Shares”) in the open market or in privately negotiated transactions. The timing of any such sales is dependent on the Reporting Person’s ongoing evaluation of the Issuer’s business, financial condition, operations and
prospects; the price levels of the Shares; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may at any
time determine to cease seeking to sell any of the Shares.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters
listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5. Interest in Securities of the Issuer.
(a), (b)
BCC Helicopter Holdings LLC is the record owner of the shares of Common Stock shown on Item 9 of its respective cover page.
Bain Capital Credit Member LLC serves as the general partner to the general partners of investment funds that hold economic interests in BCC Helicopter Holdings LLC, and may be deemed to
share beneficial ownership of the shares of Common Stock of which BCC Helicopter Holdings LLC is the record owner. Jeffrey Hawkins and Michael Treisman serve as the Directors of BCC Helicopter Holdings LLC and, as a result of their control
of BCC Helicopter Holdings, LLC, may be deemed to share beneficial ownership of the shares of Common Stock of which BCC Helicopter Holdings LLC is the record owner.
(c) Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the
past sixty (60) days.