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BRISTOW GROUP INC filed this Form 8-K on 11/14/2018
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In connection with the Acquisition, on November 9, 2018, the Company and the Purchaser entered into (i) a commitment letter providing for a fully committed $360,000,000 senior secured increasing rate bridge loan facility (the “Bridge Loan Facility”) with Jefferies Finance LLC and (ii) a commitment letter with certain private investors (collectively, the “Note Purchasers”), whereby the Company has agreed to issue in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, and the Note Purchasers have agreed to purchase, a new series of convertible senior secured notes of the Company (the “Convertible Notes”), which will be secured by a pledge of the common stock of Columbia held by the Company. Columbia will be the Company’s Unrestricted Subsidiary. The Company is commencing this Consent Solicitation in connection with the conditions to the commitments pursuant to the Bridge Loan Facility and to the closing of the issuance of the Convertible Notes, which include, among other things, the receipt of the Requisite Consents.

The purpose of the Consent Solicitation is to revise the definition of “Excluded Assets” in the Indenture to include any proceeds, products, substitutions or replacements of Equity Interests (as defined in the Indenture) in Unrestricted Subsidiaries (as defined in the Indenture) (the “Proposed Amendment”). Accordingly, the Proposed Amendment would clarify that the collateral securing the Notes does not include proceeds (which includes dividends), products, substitutions and replacements of Equity Interests in Unrestricted Subsidiaries, such as Columbia. The Proposed Amendment would thus make it clear that the explicit pledge of all proceeds, products, substitutions and replacements of our Equity Interests in Columbia to secure the Convertible Notes would not result in a breach of the Indenture. The Proposed Amendment would explicitly exclude from the collateral securing the Notes those proceeds, products, substitutions and replacements of Equity Interests in Unrestricted Subsidiaries, such as Columbia, for so long as they are pledged to secure Bristow’s other indebtedness and that pledge is not released; following any such release, any such proceeds, products, substitutions and replacements would be classified as either collateral securing the Notes or not, depending on whether they would independently constitute “Excluded Assets.”

If the Company receives the Requisite Consents, the Company will make an aggregate cash payment (the “Consent Payment”), substantially concurrently with the closing of the Acquisition (the “Closing”), equal to $1,750,000, to be shared by all consenting Holders in the event that Holders of at least a majority of the outstanding aggregate principal amount of Notes consent (the “Requisite Consents”) and the other conditions applicable to the Consent Solicitation are satisfied. Holders as of the Record Date providing consents after the Expiration Date will not receive the Consent Payment. The Consent Payment 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



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