Regulation FD Disclosure.
On November 9, 2018, the Company issued a press release announcing the acquisition of all of the issued and outstanding shares of Columbia
Helicopters, Inc. by Bear Acquisition I, LLC, a newly formed subsidiary of the Company, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished, not filed, for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Accordingly, the information contained in Exhibit 99.1 will not be incorporated by reference into any registration statement or other document
filed by Bristow Group Inc. pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Effective as of November 8, 2018, the Company amended the ABL facilities agreement dated April 17, 2018 between, amongst others,
Barclays Bank PLC (as agent), Bristow Norway AS and Bristow Helicopters Limited, as borrowers and guarantors, and the Company, as guarantor, as amended from time to time (the ABL), pursuant to a letter agreement dated
November 7, 2018 and made by the Company and agreed to by Barclays Bank PLC, on behalf of the finance parties under the ABL (the ABL Amendment). The ABL Amendment amends the ABL to, among other things, provide that
certain of the provisions, including covenants and events of default contained therein, will exclude unrestricted subsidiaries (as designated under the indenture governing the 8.75% Senior Secured Notes due 2023) from the requirements and defaults
The foregoing description of the ABL Amendment does not purport to be complete and is qualified in its entirety by reference
to the ABL Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On November 13,
2018, the Company issued a press release announcing a consent solicitation for its 8.75% Senior Secured Notes due 2023, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Financial Statements and Exhibits.