Bristow Group Inc’s Restructuring


Davis Polk advised an ad hoc group of holders of nearly 90% of the $350 million in first-lien senior secured notes issued by Bristow Group Inc.

The ad hoc group entered into three agreements with Bristow to support a comprehensive reorganization of its businesses: (i) The ad hoc group entered into a prepetition $75 million term loan credit agreement with Bristow, the proceeds of which will be used for general corporate purposes; (ii) The restructuring support agreement contemplates that, upon consummation of the Bristow’s plan of reorganization, among other things, the prepetition senior secured noteholders will equitize their notes and have the ability to participate in a rights offering to purchase a percentage of the equity of reorganized Bristow at a discount to the plan of reorganization’s equity value; (iii) Under the debtor-in-possession commitment letter, the ad hoc group provided a commitment for a further $75 million in post-petition debtor-in-possession financing that would be available upon approval by the Bankruptcy Court.

Bristow filed voluntary chapter 11 petitions in the Bankruptcy Court for the Southern District of Texas and a “first day” hearing was held on May 14, 2019. After a largely consensual hearing, the Bankruptcy Court approved all of the first day relief sought.

Bristow is the leading provider of industrial aviation services, offering helicopter transportation, search and rescue, and aircraft support services to government and civil organizations worldwide. With headquarters in Houston, Texas, Bristow has major operations in the North Sea, Nigeria, the United States Gulf of Mexico and in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad.

The Davis Polk restructuring team included partner Damian S. Schaible (Picture), counsel Natasha Tsiouris and associates Jonah A. Peppiatt, Erik Jerrard and Stephanie Massman. The finance team included partner Kenneth J. Steinberg, counsel Andrei Takhteyev and associates Vanessa L. Jackson and Scott G. Johnsson. Partner James I. McClammy provided litigation advice.

Haynes and Boone, LLP acted as local counsel and PJT Partners LP acted as financial adviser to the ad hoc group.

Involved fees earner: Vanessa Jackson – Davis Polk & Wardwell; Erik Jerrard – Davis Polk & Wardwell; Scott Johnsson – Davis Polk & Wardwell; Stephanie Massman – Davis Polk & Wardwell; James McClammy – Davis Polk & Wardwell; Jonah Peppiatt – Davis Polk & Wardwell; Damian Schaible – Davis Polk & Wardwell; Kenneth Steinberg – Davis Polk & Wardwell; Andrei Takhteyev – Davis Polk & Wardwell; Natasha Tsiouris – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: ad hoc group of holders of Bristow Group;

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Author: Ambrogio Visconti