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SEC Filings

8-K
BRISTOW GROUP INC filed this Form 8-K on 11/14/2018
Entire Document
 


Transaction Details:

Under the terms of the agreement, Bristow will acquire 100% of the equity interests of Columbia for $560 million from the Lematta family and current management. For the twelve months ended September 30, 2018, Columbia recorded revenue of approximately $281 million and adjusted EBITDA of approximately $117 million1 2 resulting in a transaction multiple of 4.8x adjusted EBITDA, excluding the impact of estimated operational and cost synergies. Columbia will be designated as an unrestricted subsidiary and will be fully consolidated on the Bristow financial statements upon transaction close. Jonathan Baliff will serve on the Columbia Board of Directors as a representative of Bristow upon close of the transaction.

The transaction will be funded through a combination of debt, convertible debt, newly issued common shares to the Lematta family and existing Columbia management and cash from Bristow’s balance sheet. Bristow has secured fully-committed debt and convertible debt financing for the transaction and per the terms of the agreement. The Lematta family and existing Columbia management, which is committed to leading the Columbia operating subsidiary, will roll over $77 million of their current ownership (including ownership in certain equity awards) into Bristow common stock, up to a maximum of approximately 7.1 million shares. Bristow remains focused on deleveraging and maintaining a strong liquidity position.

The transaction is expected to close prior to December 31, 2018 and is subject to customary closing conditions including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, the satisfaction of certain additional conditions relating to regulatory matters, the receipt of certain designated consents, and other customary closing conditions.

Bristow will remain headquartered in Houston, Texas. Columbia will remain headquartered in Aurora, Oregon.

Advisors:

Jefferies LLC is serving as exclusive financial advisor to Bristow. Wachtell, Lipton, Rosen & Katz and King & Spalding are serving as legal counsel to Bristow, and Baker Botts is serving as financing counsel to Bristow. Greenhill & Co., LLC is serving as exclusive financial advisor to Columbia. Tonkon Torp LLP is providing legal counsel to Columbia. Jefferies Finance LLC is providing committed debt financing and Jefferies LLC served as sole placement agent arranging the committed convertible financing.

Conference Call:

Management will conduct a conference call starting at 8:00 a.m. ET (7:00 a.m. CT) on Friday, November 9, 2018 to review both the announced transaction and Bristow Group’s financial results for the fiscal year 2019 second quarter ended September 30, 2018. This release and the most recent investor slide presentation are available in the investor relations area of our web page at www.bristowgroup.com. The conference call can be accessed as follows:

Via Webcast:

 

   

Visit Bristow Group’s investor relations Web page at www.bristowgroup.com

 

   

Live: Click on the link for the Bristow Group conference call

 

   

Replay: A replay via webcast will be available approximately one hour after the call’s completion and will be accessible for approximately 90 days.

 

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