Bristow Group’s $350 Million Private Offering of Senior Secured Notes


Baker Botts advised Bristow Group Inc. in the transaction

Bristow Group Inc. (NYSE: BRS) has priced a private offering to eligible purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $350 million aggregate principal amount of 8.75% senior secured notes due 2023 (the “notes”).

The notes will mature on March 1, 2023, subject to earlier mandatory redemption if more than $125 million principal amount of Bristow’s existing senior notes due 2022 remains outstanding as of June 30, 2022. The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by the Bristow’s U.S. subsidiaries that currently provide guarantees of its existing senior notes due 2022 and its convertible notes due 2023, as well as certain future subsidiaries. The notes will be secured by first priority liens, subject to limited exceptions, on collateral that will consist of substantially all of the tangible and intangible property assets of Bristow and the subsidiary guarantors (other than certain excluded assets), including approximately 77 pledged aircraft.

Bristow intends to use a portion of the net proceeds from the offering of the notes to repay all of its outstanding borrowings under its term loan and to cash collateralize letters of credit outstanding under its revolving credit facility, with the remainder of the net proceeds from the offering to be used for general corporate purposes. In connection with the closing of the offering, Bristow intends to terminate its term loan and its revolving credit facility.

Bristow Group, Inc. provides helicopter transportation services to the offshore oil and gas industry. The company, led by Jonathan E Baliff, L Don Miller and Brian J Allman, in 2017 recorded $1.4 Billion Revenues.

Baker Botts advised with a team including John Geddes (Picture, Houston); A.J. Ericksen (Partner, Houston); Carina Antweil (Senior Associate, Houston); Lakshmi Ramanathan (Associate; Houston); Ruchira Podali (Associate; Houston); Emmie Proctor (Corporate); Lyman Paden (Partner, Houston); Rachael Lichman (Partner; Houston); Sarah Christian (Associate, Austin); Josh Espinosa (Banking & Fiannce); Jon Lobb (Partner; Houston); David Morris (Tax); Scott Janoe (Partner, Houston)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; Lyman Paden – Baker Botts; Rachael Lichman – Baker Botts; Sarah Christian – 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