UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
Amendment and Restatement of ABL
On May 20, 2022, Bristow Group Inc. (the “Company”) entered into a Deed of Amendment and Restatement, and Confirmation (the “ABL Amendment”) relating to the ABL Facilities Agreement dated April 17, 2018 (as amended by the Amendment and Restatement, Confirmation and Waiver Agreement, dated as of October 31, 2019, as further amended by the Deed of Amendment and Restatement, Accession, Transfer, Resignation and Confirmation Agreement, dated as of August 18, 2020, the Deed of Amendment, Adoption and Confirmation, dated December 31, 2020, the Deed of Amendment and Confirmation, dated April 21, 2021 and the Deed of Amendment and Confirmation, dated September 26, 2021, and as otherwise previously amended, the “ABL” and as amended by the ABL Amendment, the “Amended ABL”), by and among the Company, as parent and a guarantor, Bristow Norway AS, Bristow Helicopters Limited, Bristow U.S. LLC and Era Helicopters, LLC, as borrowers and guarantors, the financial institutions from time to time party thereto as lenders and Barclays Bank PLC, in its capacity as agent and security trustee. The ABL Amendment amends the ABL in order to, among other things, (i) extend the maturity to 2027, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company; (ii) provide for replacement of LIBOR (x) for certain loans denominated in British pound sterling with SONIA, (y) for certain loans denominated in euro with EURIBOR and (z) for certain loans denominated in U.S. dollars with Term SOFR; and (iii) include the ability of the Company to adopt one or more environmental, social and governance-related pricing adjustments based on specified metrics and performance targets at a date after closing of the ABL Amendment, subject to certain conditions. The Amended ABL provides for commitments in an aggregate amount of $85.0 million. The Company has the ability under the Amended ABL to increase the total commitments by up to $35.0 million, which would result in an aggregate amount of $120.0 million, subject to the terms and conditions therein.
The foregoing description of the ABL Amendment does not purport to be complete and is qualified in its entirety by reference to the ABL Amendment, a copy of which is attached here as Exhibit 10.1 and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 10.1* | Deed of Amendment and Restatement, and Confirmation, dated May 20, 2022, made between, amongst others, the Company, as parent, Bristow Helicopters Limited, Bristow Norway AS, Bristow U.S. LLC and Era Helicopters, LLC, as borrowers, guarantors and security providers, and Barclays Bank PLC, as agent and security agent. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
| * | Schedules and/or Exhibits have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRISTOW GROUP INC. | ||||||
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Date: May 24, 2022 |
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| By: | /s/ Crystal L. Gordon | |||||
| Crystal L. Gordon | ||||||
| Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary | ||||||