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SEC Filings

DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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If stockholder approval is obtained, what is the impact on the rights of existing stockholders?
If stockholder approval is obtained, the maximum number of shares of Common Stock that is potentially issuable upon exercise of the Warrants will increase. The issuance of additional shares of Common Stock would potentially increase the dilution of the Company’s existing common stockholders’ ownership.
The rights and privileges associated with the Common Stock potentially issuable through exercise of the Warrants will be identical to the rights and privileges associated with the Common Stock held by the Company’s existing stockholders.
What if stockholder approval of Item 3 is not obtained at the Annual Meeting?
If the Company fails to obtain stockholder approval at the Annual Meeting, the Warrant Cap will remain in place. If the Company fails to obtain stockholder approval at the Annual Meeting, the Warrants require the Company to continue to use its reasonable best efforts to obtain such stockholder approval at the Annual Meeting to be held in 2019.
Summary of the Warrants
In connection with the offering of the Notes, the Company entered into the Note Hedges and the Warrants with the Option Counterparties. The Note Hedges cover, subject to adjustment upon certain events, 9,162,560 shares of Common Stock. Concurrently with entering into the Note Hedges, the Company sold the Warrants to the Option Counterparties, also covering 9,162,560 shares of Common Stock in the aggregate, subject to adjustment upon certain events.
Upon any conversion of Notes, the Note Hedges entitle the Company to receive from the Option Counterparties shares of Common Stock (or cash, or a combination of shares of Common Stock and cash, based on the settlement of the Notes) in an amount based on the excess of the daily VWAP of the Common Stock over the relevant observation period over the strike price of the Note Hedges, each as determined pursuant to the terms of the Note Hedges. The initial strike price of the Note Hedges corresponds to the conversion price of the Notes, and is approximately $15.64 per share of Common Stock, subject to adjustment upon certain events. Additionally, if the daily VWAP of the Common Stock during the measurement period at the maturity of the Warrants exceeds the strike price of the Warrants, the Company must deliver to the Option Counterparties a number of shares of Common Stock with a value equal to the excess of such daily VWAP of the Common Stock over the strike price of the Warrants, each as determined pursuant to the terms of the Warrants. The initial strike price of the Warrants is approximately $20.02 per share of Common Stock, subject to adjustment upon certain events.
The Note Hedges are expected to reduce the potential equity dilution upon conversion of the Notes in the event that the daily VWAP of the Common Stock on each VWAP trading day of the relevant observation period is greater than the strike price of the Note Hedges, each as determined pursuant to the terms of the Note Hedges, which initially corresponds to the conversion price of the Notes and is subject, with certain exceptions, to the adjustments applicable to the conversion rate of the Notes. If, however, the daily VWAP of the Common Stock during the measurement period at the maturity of the Warrants, each as determined pursuant to the terms of the Warrants, exceeds the strike price of the Warrants, the dilution mitigation under the Note Hedges would be capped, which means that there would nevertheless be dilution to the extent that such daily VWAP of the Common Stock exceeds the strike price of the Warrants, each as determined pursuant to the terms of the Warrants.
The “daily VWAP” for the Common Stock is as determined pursuant to the terms of the Note Hedges or Warrants, as applicable.
NYSE Stockholder Approval Requirements
Because the Common Stock is listed on the NYSE, the Company is subject to NYSE rules and regulations. Subject to certain exceptions, NYSE Listed Company Manual Section 312.03(c) requires stockholder approval prior to the issuance of common stock in any transaction or series of transactions if (i) the shares of common stock will have upon issuance voting power equal to 20% or more of the voting power outstanding before the issuance of the common stock or (ii) the number of shares of common stock to be issued will upon issuance equal 20% or more of the number of shares of common stock outstanding before the issuance of the common stock, in each case, subject to certain exceptions (the “NYSE Rule”).
As of the Closing Date, the Company had 35,371,721 shares of Common Stock outstanding. Pursuant to the Warrants, the maximum number of shares of Common Stock deliverable upon the exercise of the Warrants is 7,037,718 shares of Common Stock unless stockholder approval is obtained pursuant to the NYSE Rule. If stockholder approval is obtained pursuant to the NYSE Rule, the maximum number of shares of Common Stock deliverable upon the exercise of the Warrants is 13,778,960 shares of Common Stock.

 
BRISTOW GROUP INC.2018 Proxy Statement – 60