Item 8.01 Other Events
As previously disclosed, on November 27, 2018, Bristow Group Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain private investors (collectively, the “Note Purchasers”), whereby the Company agreed to issue, and the Note Purchasers agreed to purchase, a minimum of $135 million aggregate principal amount of a new series of convertible senior secured notes of the Company (the “Convertible Notes”). The Note Purchasers also had the option, exercisable until December 14, 2018, to purchase up to an additional $15 million of Convertible Notes. Prior to the expiration of the option period, the Note Purchasers notified the Company that they elected not to exercise their option to purchase additional Convertible Notes.
The closing of the private placement is subject to the satisfaction of certain conditions, including (1) the execution and delivery of definitive documentation with respect to the Convertible Notes in accordance with the terms set forth in the Securities Purchase Agreement, (2) the closing of the previously announced acquisition of Columbia Helicopters, Inc. (“Columbia”) by a subsidiary of the Company and (3) the absence of any material adverse effect with respect to Columbia’s business.