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SEC Filings

8-K
BRISTOW GROUP INC filed this Form 8-K on 11/14/2018
Entire Document
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EX-99.2

Exhibit 99.2

 

LOGO    News Release
FOR IMMEDIATE RELEASE

Bristow Group Announces Consent Solicitation for

its 8.75% Senior Secured Notes due 2023

HOUSTON, November 13, 2018 — Bristow Group Inc. (NYSE: BRS) (the “Company”) announced today that it is soliciting consents (the “Consent Solicitation”) from holders (the “Holders”) of its outstanding 8.75% Senior Secured Notes due 2023 (the “Notes”) as of 5:00 p.m. New York City time, on November 12, 2018 (the “Record Date”) to effect an amendment to the indenture governing the Notes (the “Indenture”), as described below, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated November 13, 2018 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”). The Consent Solicitation will expire at 5:00 p.m. New York City time, on November 21, 2018 (such time and date, as the same may be extended by the Company from time to time, the “Expiration Date”).

Certain details regarding the Consent Solicitation are set forth in the table below.

 

Title of Security

  

CUSIP No.

  

ISIN No.

  

Outstanding
Principal
Amount

  

Consent Payment(1)

8.75% Senior Secured Notes due 2023

  

110394 AG8 (144A)

U1104M AB7 (Reg. S)

  

US110394AG86 (144A)

USU1104MAB73 (Reg. S)

   $350,000,000    At least $5.00

 

(1)

The Consent Payment (as defined herein) for the Consent Solicitation for the Notes is an amount, per $1,000 principal amount of Notes for which a Holder has validly delivered (on or prior to the Expiration Date) and not validly revoked its consent, equal to the product of $5.00 multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding at the Expiration Date and the denominator of which is the aggregate principal amount of Notes for which the Holders have validly delivered and not validly revoked consents. As a result, the Consent Payment will range from $5.00 per $1,000 (if all Holders consent) to approximately $10.00 per $1,000 (if Holders of only a majority of the aggregate principal amount of the then-outstanding Notes consent). Holders who validly deliver (and do not validly revoke) their consents on or prior to the Expiration Date shall receive the Consent Payment, subject to the terms and conditions set forth herein.

As previously announced, on November 9, 2018, the Company and a newly formed wholly owned subsidiary of the Company (the “Purchaser”) that has been designated as an Unrestricted Subsidiary (as defined herein) entered into a Stock Purchase Agreement for the acquisition of Columbia Helicopters, Inc. (“Columbia”) for $560,000,000 (the “Acquisition”). The completion of the Acquisition is subject to the satisfaction of certain conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, certain additional conditions relating to regulatory matters, the receipt of certain designated consents and other customary closing conditions.

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