Although the Company intends to pursue the Restructuring in accordance with the terms set
forth in the RSA, there can be no assurance that the Company will be successful in completing a restructuring or any other similar transaction on the terms set forth in the RSA, on different terms or at all.
The foregoing description of the RSA does not purport to be complete and is qualified in its entirety by reference to the RSA, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Term Loan Agreement
On May 10, 2019, the Company entered into a Term Loan Credit Agreement, dated the same date (the Term Loan Agreement), by and
among the Company and Bristow Holdings Company Ltd. III (BHC III), as borrowers, certain subsidiaries of the Company as guarantors party thereto, the lenders from time to time party thereto, and Ankura Trust Company, LLC, as
administrative agent, for a senior secured term loan of $75 million (the Term Loan). Immediately upon entering into the Term Loan Agreement, and prior to the Petition Date (as defined herein), the Company and BHC III borrowed the
full amount thereunder, the net proceeds of which may be used only in compliance with a cash flow forecast required pursuant to the terms of the Term Loan Agreement, which the Company expects will be used for general corporate purposes, including to
fund the working capital and liquidity requirements of the Company during the pendency of the Chapter 11 Cases. The full principal amount of the Term Loan is due May 10, 2022. At the Companys election, borrowings under the Term Loan will
bear interest at either (x) the Eurodollar Rate (as defined in the Term Loan Agreement) plus 7% or (y) the Base Rate (as defined in the Term Loan Agreement) plus 6%. The initial borrowings under the Term Loan will be Eurodollar Rate loans
with monthly interest payments. The Term Loan is secured by a first lien on certain specified collateral, including, among other things, equity pledges of 35% of the equity interests in certain of the Companys first-tier foreign subsidiaries
(the remaining 65% of such entities have been previously pledged under the 8.75% Senior Secured Notes), 100% of the equity of BHC III and Bristow International Panama S. de RL, and two newly formed special-purpose vehicles, as well as a junior lien
on certain collateral securing the 8.75% Senior Secured Notes. The borrowers have the option in connection with the consummation of a Reorganization Plan (as defined in the Term Loan Agreement) that is satisfactory to the lenders to require that the
Term Loan be converted into equity of the Company upon consummation of such Reorganization Plan, subject to certain conditions. The Term Loan Agreement contains customary
pre-payment
requirements.
The Term Loan Agreement contains certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the
Companys and its subsidiaries incurrence of additional indebtedness or liens, mergers, dispositions of assets, investments, restricted payments, modifications to material agreements, transactions with affiliates and fundamental changes.
In addition, the Term Loan Agreement requires that, on the delivery of each Variance Report (as defined in the Term Loan Agreement), total operating disbursements and total receipts of the Company and its subsidiaries for certain specified periods
shall not exceed (with respect to disbursements) or be less than (with respect to total receipts) the aggregate amount forecasted therefor for such period by more (with respect to disbursements) or less (with respect to total receipts) than a
specified percentage of the forecasted amount. The Term Loan Agreement also contains customary affirmative covenants and customary representations and warranties.
The Term Loan Agreement specifies certain customary events of default, including, among others, failure to pay principal or interest on the
Term Loan when due, the breach of representations or warranties in any material respect,
non-performance
of other covenants and obligations, judgments, the occurrence of certain ERISA events and certain change
of control events. The filings of the Chapter 11 Cases referred to in Item 1.03 below neither constitute an event of default nor accelerate payment of the Companys indebtedness under the Term Loan Agreement.
The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Term
Loan Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Debtor-in-Possession
Commitment Letter
In connection with the Chapter 11 Cases and pursuant
to a Commitment Letter, dated May 10, 2019 (the DIP Commitment Letter), from the lenders party thereto and agreed to by the Company and BHC III (together, the DIP Borrowers), the Secured Notes Ad Hoc Group has agreed to
provide the DIP Borrowers with a superpriority senior secured
debtor-in-possession
credit facility (the DIP Facility) on the terms set forth in the DIP
Facility Term Sheet attached thereto (the DIP Term Sheet). The DIP Term Sheet provides that, among other things, the DIP Facility shall be comprised of loans in an aggregate principal amount of $75.0 million. The DIP Facility is
subject to approval by the Bankruptcy Court, which has not been obtained at this time.
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