Bristow Group’s $400 Million Private Offering of Senior Secured Notes

Baker Botts L.L.P. advised Bristow Group Inc. on the deal.

Bristow Group Inc. (NYSE: VTOL) announced on February 10, 2021, that it has priced its previously announced private offering to eligible purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $400 million aggregate principal amount of 6.875% senior secured notes due 2028 (the “notes”). The closing of the offering is expected to occur on February 25, 2021 and is subject to the satisfaction of customary closing conditions.

The notes will mature on March 1, 2028. The notes will pay interest semi-annually and will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by Bristow’s existing material wholly owned domestic subsidiaries and certain existing material wholly owned foreign subsidiaries, 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 certain helicopters and related assets, together with substantially all of the other tangible and intangible property assets of Bristow and the subsidiary guarantors (other than certain excluded assets), including approximately 93 pledged aircraft.

Bristow intends to use the net proceeds from the offering of the notes, together with cash on hand, to repay its secured equipment term loan with Macquarie Bank Limited and its term loans with PK AirFinance S.à R.L. (collectively, the “Term Loans”) and to fund the redemption of all of its outstanding 7.750% Senior Notes due 2022 (the “7.750% Senior Notes”). In connection with the closing of the offering, Bristow intends to terminate the term loan credit agreements relating to the Term Loans. The offering of the notes is not conditioned on the redemption of the 7.750% Senior Notes or the repayment of the Term Loans.

The Baker Botts team included: A.J. Ericksen (Picture, Partner, Houston); Carina Antweil (Senior Associate, Houston); Lakshmi Ramanathan (Senior Associate, Houston); Emmie Proctor (Associate, Houston); Joshua Dunegan (Associate, Houston); Rachael Lichman (Partner, Houston); Robert Wann (Partner, New York); Shelley Austin (Senior Counsel, Austin); Lyman Paden (Special Counsel, Houston); Chad Davis (Senior Associate, New York); Grace Matthews (Associate, Austin); Josh Espinosa (Associate, Dallas); Janice Han (Associate, New York); Dillon Sebasco (Associate, Austin); Jon Lobb (Partner, Houston); Peter Farrell (Senior Associate, Washington, D.C.); Scott Janoe (Partner, Houston); Harrison Reback (Associate, Houston).

Involved fees earner: Carina Antweil – Baker Botts; Shelley Austin – Baker Botts; Chad Davis – Baker Botts; Joshua Dunegan – Baker Botts; A.J. Ericksen – Baker Botts; Josh Espinosa – Baker Botts; Peter Farrell – Baker Botts; Janice Han – Baker Botts; Scott Janoe – Baker Botts; Rachael Lichman – Baker Botts; Jon Lobb – Baker Botts; Grace Matthews – Baker Botts; Lyman Paden – Baker Botts; Emmie Proctor – Baker Botts; Lakshmi Ramanathan – Baker Botts; Harrison Reback – Baker Botts; Dillon Sebasco – Baker Botts; Robert Wann Jr. – Baker Botts;

Law Firms: Baker Botts;

Clients: Bristow Group Inc. ;

Martina Bellini

Author: Martina Bellini