HOUSTON, Feb. 8, 2021 /PRNewswire/ -- Bristow Group
Inc. (NYSE: VTOL) (the "Company") announced today that it has
commenced, subject to market conditions and other factors, a
private offering of $400 million
aggregate principal amount of senior secured notes due 2028 (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 be
fully and unconditionally guaranteed, jointly and severally, on a
senior secured basis, by the Company's existing material wholly
owned domestic subsidiaries and certain existing material wholly
owned foreign subsidiaries, 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 certain
helicopters and related assets, together with substantially all of
the other tangible and intangible property assets of the Company
and the subsidiary guarantors (other than certain excluded assets),
including approximately 93 pledged aircraft.
The Company intends to use the net proceeds from the offering of
the notes, together with cash on hand, to repay its secured
equipment term loan with approximately $152.0 million outstanding with Macquarie Bank
Limited and its term loans with approximately $203.9 million outstanding with PK AirFinance S.à
R.L. (collectively, the "Term Loans") and to redeem and retire all
of its outstanding 7.750% Senior Notes due 2022 with an aggregate
principal amount of approximately $132.0
million outstanding (the "7.750% Senior Notes"). In
connection with the closing of the offering, the Company intends to
terminate the term loan credit agreements relating to the Term
Loans. The offering of the notes is not conditioned on the
redemption of the 7.750% Senior Notes or the repayment of the Term
Loans.
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.
The Company also announced today that it has delivered a notice
of conditional redemption (the "Redemption Notice") calling for
redemption on March 10, 2021 (the
"Redemption Date") all of the 7.750% Senior Notes at a redemption
price equal to 100% of the principal amount of the 7.750% Senior
Notes to be redeemed, plus accrued and unpaid interest, if any, on
the 7.750% Senior Notes to be redeemed on the Redemption Date
(subject to the right of holders of record on the relevant record
date to receive interest due on an interest payment date that is on
or prior to the Redemption Date). The Company intends to finance
the redemption of the 7.750% Senior Notes with a portion of the net
proceeds from the offering of the notes. The Company's obligation
to redeem the 7.750% Senior Notes is conditioned upon the
consummation, on or prior to the redemption, of a financing
transaction that results in net cash proceeds in an amount at least
sufficient to pay the redemption price, all accrued and unpaid
interest and all other amounts owing under the indenture governing
the 7.750% Senior Notes. The Company will publicly announce and
notify the holders of the 7.750% Senior Notes and the trustee for
the 7.750% Senior Notes if any of the foregoing conditions are not
satisfied, whereupon the redemption will be revoked and the 7.750%
Senior Notes will remain outstanding. As of December 31, 2020, an aggregate principal amount
of approximately $132.0 million of
the 7.750% Senior Notes remained outstanding.
Wells Fargo Bank, N.A. is the trustee for the 7.750% Senior
Notes and is serving as the paying agent for the redemption. Copies
of the Redemption Notice and additional information relating to the
redemption of the 7.750% Senior Notes may be obtained from Wells
Fargo Bank, N.A., 800-344-5128.
The redemption of the 7.750% Senior Notes is being made solely
pursuant to the Redemption Notice, and this news release shall not
constitute an offer to purchase or redeem, or a solicitation of an
offer to sell, the 7.750% Senior Notes.
About Bristow Group
Bristow Group Inc. is the leading
global provider of vertical flight solutions. Bristow primarily
provides aviation services to a broad base of major integrated,
national and independent offshore energy companies. Bristow
provides commercial search and rescue (SAR) services in several
countries and public sector SAR services in the United Kingdom (U.K.) on behalf of the
Maritime & Coastguard Agency (MCA). Additionally, the Company
also offers ad hoc helicopter and fixed wing transportation
services. Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and the U.S. To learn more,
visit our website at www.bristowgroup.com.
Forward-Looking Statements Disclosure
This news
release contains "forward-looking statements." Forward-looking
statements give the Company's current expectations or forecasts of
future events. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may,"
"will," "expect," "intend," "estimate," "anticipate," "believe,"
"project," or "continue," or other similar words. These statements
are made under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, reflect management's current views
with respect to future events and therefore are subject to
significant risks and uncertainties, both known and unknown.
Without limiting the generality of the foregoing, such
forward-looking statements include statements regarding the
Company's intention to issue new notes, the final terms of the new
notes and the offering, the use of proceeds therefrom and the
conditional redemption of the 7.750% Senior Notes. The Company's
actual results may vary materially from those anticipated in
forward-looking statements.
The Company disclaims any obligation or undertaking to provide
any updates or revisions to any forward-looking statement to
reflect any change in the Company's expectations or any change in
events, conditions or circumstances on which the forward-looking
statement is based that occur after the date hereof. You should not
place undue reliance on our forward-looking statements because the
matters they describe are subject to known and unknown risks,
uncertainties and other unpredictable factors, many of which are
beyond our control. Our forward-looking statements are based on the
information currently available to us and speak only as of the date
hereof. New risks and uncertainties arise from time to time, and it
is impossible for us to predict these matters or how they may
affect us. We have included important factors in the section
entitled "Risk Factors" in the Company's joint proxy and consent
solicitation statement/prospectus (File No. 333-237557) filed with
the United States Securities and Exchange Commission (the "SEC") on
May 5, 2020 (the "Proxy Statement")
and the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2020, which we
believe, over time, could cause our actual results, performance or
achievements to differ from the anticipated results, performance or
achievements that are expressed or implied by our forward-looking
statements. You should consider all risks and uncertainties
disclosed in the Proxy Statement and in our filings with the SEC,
all of which are accessible on the SEC's website at
www.sec.gov.
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SOURCE Bristow Group