Bristow Group’s $125 Million Convertible Senior Notes Offering


Baker Botts represented Bristow Group Inc. on the transaction

Bristow Group Inc. (NYSE: BRS) announced on December 13, 2017, that it has priced its previously announced offering of $125 million aggregate principal amount of 4.50% convertible senior notes due 2023. The notes will bear interest at a rate of 4.50% per annum, payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2018. Bristow has granted the underwriters an option to purchase up to an additional $18.75 million aggregate principal amount of notes to cover over-allotments.

In connection with the pricing of the notes, Bristow also entered into convertible note hedge transactions with certain of the underwriters or affiliates thereof (the “option counterparties”). The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Bristow’s common stock underlying the notes. Bristow also entered into warrant transactions with the option counterparties whereby Bristow sold to the option counterparties warrants to purchase, subject to customary anti-dilution adjustments and net share settlement provisions, up to the same number of shares of Bristow’s common stock as underlie the convertible note hedge transactions.

The closing of the offering is expected to occur on December 18, 2017, subject to customary closing conditions.

Bristow intends to use a portion of the net proceeds from the offering to repay a portion of the indebtedness outstanding under its term loan and to pay the cost of its convertible note hedge transactions (after such cost is partially offset by the proceeds to Bristow of the warrant transactions). Bristow intends to use the remaining net proceeds from the offering for general corporate purposes.

Bristow Group Inc. provides industrial aviation services to the offshore energy companies in Europe Caspian, Africa, the Americas, and the Asia Pacific. The company, led by Jonathan E. Baliff, L. Don Miller and Brian J. Allman, is based in Houston.

Baker Botts represented Bristow with a team including John Geddes (Picture); A.J. Ericksen, Carina Antweil, Lakshmi Ramanathan, Ruchira Podali, Emmie Proctor (Capital Markets), Rachael Lichman, Bill Stutts, Sarah Christian, Josh Espinosa (Banking & Finance), Jon Lobb, David Morris (Tax), Scott Janoe and Harrison Reback (Environmental).

Involved fees earner: John Geddes – Baker Botts; A.J. Ericksen – Baker Botts; Carina Antweil – Baker Botts; Lakshmi Ramanathan – Baker Botts; Ruchira Podali – Baker Botts; Emmie Proctor – Baker Botts; Rachael Lichman – Baker Botts; William Stutts – Baker Botts; Josh Espinosa – Baker Botts; Jon Lobb – Baker Botts; David Morris – Baker Botts; Scott Janoe – Baker Botts; Harrison Reback – Baker Botts;

Law Firms: Baker Botts;

Clients: Bristow Group Inc. ;

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Author: Ambrogio Visconti