Bristow Group Inc. (NYSE: BRS) has announced that it has commenced, subject to market conditions and other factors, a private offering of USD 300 million aggregate principal amount of senior secured notes due 2023 (the “notes”) to eligible purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the company said.
The notes are expected to pay interest semi-annually and will mature on March 1, 2023, subject to earlier mandatory redemption if more than USD 125 million principal amount of the company´s existing senior notes due 2022 remains outstanding as of June 30, 2022.
The interest rate and certain other pricing terms of the notes will be determined at the time the offering is priced by the company and the initial purchasers. The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by the company´s US 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 the company and the subsidiary guarantors (other than certain excluded assets), including approximately 77 pledged aircraft.
The company 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 this offering to be used for general corporate purposes.
Bristow Group Inc. is the global industrial aviation services provider offering helicopter transportation, search and rescue (SAR) and aircraft support services, including maintenance and training, to government and civil organizations worldwide. Bristow has major operations in the North Sea, Nigeria and the US 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. Bristow provides SAR services to the private sector worldwide and to the public sector for all of the UK on behalf of the Maritime and Coastguard Agency.