HOUSTON, Feb. 10, 2021 /PRNewswire/ -- Bristow Group
Inc. (NYSE: VTOL) (the "Company") announced today the pricing of
its previously announced private offering of $400 million aggregate principal amount of 6.875%
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 closing of the
offering is expected to occur on February
25, 2021 and is subject to the satisfaction of customary
closing conditions.
The notes will mature on March 1,
2028. The notes will 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 fund the previously
announced redemption of 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 are being 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
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 use of
proceeds from the offering, the anticipated timing of the closing
of the offering 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