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SEC Filings

10-Q
BRISTOW GROUP INC filed this Form 10-Q on 08/03/2017
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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note 3 — DEBT
Debt as of June 30 and March 31, 2017 consisted of the following (in thousands):
 
 
June 30, 
 2017
 
March 31,  
 2017
6¼% Senior Notes due 2022
 
$
401,535

 
$
401,535

Term Loan
 
253,180

 
261,907

Term Loan Credit Facility
 
45,900

 
45,900

Revolving Credit Facility
 
174,500

 
139,100

Lombard Debt
 
202,514

 
196,832

Macquarie Debt
 
195,528

 
200,000

Airnorth Debt
 
15,826

 
16,471

Eastern Airways Debt
 
14,701

 
15,326

Other Debt
 

 
16,293

Unamortized debt issuance costs
 
(11,118
)
 
(11,345
)
Total debt
 
1,292,566

 
1,282,019

Less short-term borrowings and current maturities of long-term debt
 
(117,817
)
 
(131,063
)
Total long-term debt
 
$
1,174,749

 
$
1,150,956

Revolving Credit Facility — During the three months ended June 30, 2017, we had borrowings of $68.8 million and made payments of $33.4 million under our $400 million revolving credit facility (the “Revolving Credit Facility”). As of June 30, 2017, we had $11.4 million in letters of credit outstanding under the Revolving Credit Facility.
Other Debt — Other Debt as of March 31, 2017 primarily included amounts payable relating to the third year earn-out payment of $16.0 million for our investment in Cougar Helicopters Inc. (“Cougar”), which was paid in April 2017.
July 2017 Credit Agreement — On July 17, 2017, one of our wholly-owned subsidiaries entered into a multiple advance term loan credit agreement with PK Transportation Finance Ireland Limited and the several banks, other financial institutions and other lenders from time to time party thereto, which provides for commitments in an aggregate amount of up to $230 million to make up to 24 term loans, each of which term loans shall be made in respect of an aircraft to be pledged as collateral for all of the term loans. The term loans also will be secured by a pledge of all shares of the borrower and any other assets of the borrower, and will be guaranteed by the Company.
Each term loan will bear interest at an interest rate equal to, at the borrower’s option, a floating rate of one-month LIBOR plus a margin of 5% per annum (the “Margin”), subject to certain costs of funds adjustments, determined two business days before the borrowing date of each term loan, or a fixed rate based on a notional interest rate swap of twelve 30-day months in respect of such term loan with a floating rate of interest based on one-month LIBOR, plus the Margin.
The borrower is required to repay each term loan on an annuity basis, payable monthly in arrears starting on the seventh month following the date of the borrowing of such term loan, with a final payment of 53% of the initial amount of such term loan due on the 70th month following the date of the borrowing of such term loan.
In connection with the credit agreement, the borrower will guarantee certain of its direct parent’s obligations under existing aircraft operating leases up to a capped amount.
The proceeds of the term loans, which are expected to fund on or before August 30, 2017 unless otherwise extended, are expected to be used to, among other things, repay portions of the outstanding term loan indebtedness of the Company and for general corporate purposes. The lenders are not obligated to fund any of the term loans until the satisfaction of certain conditions to funding, as specified in the credit agreement.


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