S-3

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on October 24, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BRISTOW GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

3151 Briarpark Drive, Suite 700

Houston, Texas 77042

72-1455213

(State or other jurisdiction of

incorporation or organization)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(I.R.S. Employer

Identification No.)

Christopher S. Bradshaw

President and Chief Executive Officer

3151 Briarpark Drive, Suite 700

Houston, Texas 77042

(713) 267-7600:

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Matthew R. Pacey

Atma J. Kabad

Kirkland & Ellis LLP

609 Main Street, Suite 4700

Houston, Texas 77002

(713) 836-3600

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.


Exact Name of Additional Registrants	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number



Bristow Holdings U.S. Inc.	Delaware	72-0679819
BHNA Holdings Inc.	Delaware	45-5478862
Bristow Helicopters Inc.	Delaware	02-0628733
Bristow U.S. Leasing LLC	Delaware	81-3962451
Bristow U.S. LLC	Louisiana	72-1412904
Era Aeróleo LLC	Delaware	45-2538418
Aeróleo Internacional, LLC	Delaware	46-2428348
Era Helicopters, LLC	Delaware	20-2421616
Era Leasing LLC	Delaware	20-4109028
Bristow U.S. Holdings LLC	Delaware	82-5047650
Bristow Holdings Company Ltd.	Cayman Islands	98-1155207
Bristow Holdings Company Ltd. III	Cayman Islands	98-1177265
Bristow Cayman Ltd.	Cayman Islands	98-0599765
BriLog Leasing Ltd.	Cayman Islands	98-0599764
Bristow Equipment Leasing Ltd.	Cayman Islands	98-1379303
Bristow Canadian Real Estate Company Inc.	British Columbia	98-1072092
Bristow Canada Holdings Inc.	British Columbia	98-1072339

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated October 24, 2022

PROSPECTUS

BRISTOW GROUP INC.

$300,000,000

Common Stock

Preferred Stock

Debt Securities

Guarantees of Debt Securities

Warrants

Depository Shares

Share Purchase Contracts

Units

This prospectus relates to the offer and sale from time to time, together or separately, in one or more offerings, any combination of common stock of Bristow Group Inc. (“Bristow”, “we”, “us” or the “Company”), $0.01 par value per share (“Common Stock”), preferred stock, par value $0.01 per share (“Preferred Stock”), debt securities, which may be senior or subordinated (“Debt Securities”), which may be guaranteed or co-issued by our Subsidiaries (each a “Subsidiary” and together the “Subsidiaries”), warrants to purchase Common Stock, Preferred Stock or any combination thereof (“Warrants”), depository shares (“Depository Shares”), share purchase contracts (“Share Purchase Contracts”) and units (“Units”, and collectively with the Debt Securities, Common Stock, Preferred Stock, Warrants and Share Purchase Contracts, the “Securities”), by the Company. The aggregate initial offering price of the securities that we will offer will not exceed $300,000,000.

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the sale of Securities we are offering for general corporate purposes.

The Securities to which this prospectus relates may be offered and sold from time to time directly by us or alternatively through underwriters, broker dealers or agents. We will determine at what price we may sell the Common Stock offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. For additional information on the methods of sale that may be used by us, see the section entitled “Plan of Distribution.”

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any prospectus supplement or amendment before you invest. You also should read the documents we have referred you to in the “Where You Can Find More Information” section of this prospectus for information about us and our financial statements.

Our Common Stock is quoted on The New York Stock Exchange (“NYSE”) under the symbol “VTOL”. On October 19, 2022, the last reported sale price of Common Stock on NYSE was $27.05 per share. We will provide information in the prospectus supplement for the trading market, if any, for any preferred stock, debt securities, warrants, depository shares, share purchase contracts or units we may offer.

Our principal executive office is located at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, and our telephone number is (713) 267-7600.

Investing in our Securities involves risks. You should carefully review the risks and uncertainties described under the heading “Risk Factors” contained on page 5 herein and in the applicable prospectus supplement and under similar headings in the other documents incorporated by reference into this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE DISCLOSURES IN THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is October 24, 2022

TABLE OF CONTENTS


	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
INFORMATION INCORPORATED BY REFERENCE		3
OUR COMPANY		4
RISK FACTORS		5
THE SUBSIDIARY GUARANTORS		6
FORWARD-LOOKING STATEMENTS		7
USE OF PROCEEDS		8
PLAN OF DISTRIBUTION		9
DESCRIPTION OF DEBT SECURITIES		10
DESCRIPTION OF CAPITAL STOCK		12
DESCRIPTION OF WARRANTS		16
DESCRIPTION OF DEPOSITARY SHARES		17
DESCRIPTION OF SHARE PURCHASE CONTRACTS		18
DESCRIPTION OF UNITS		19
LEGAL MATTERS		20
EXPERTS		21

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission pursuant to which we may, from time to time, offer and sell or otherwise dispose of the Securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or the Securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the caption “Where You Can Find More Information” in this prospectus.

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these Securities in any jurisdiction where an offer or sale is not permitted.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” and “Forward-Looking Statements.”

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf registration statement” on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time, together or separately, in one or more offerings, any combination of the Securities described in this prospectus.

This prospectus provides you with a general description of the Securities we may offer. Each time we offer Securities, we will provide a prospectus supplement accompanied by this prospectus. The prospectus supplement will contain specific information about the nature of the Company and the terms of the Securities being offered at that time. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement.

We have provided you only with the information contained in this prospectus, including information incorporated by reference in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different or additional information. We do not take any responsibility for, and can provide no assurance as to the reliability of any other information that others may give you. We are not making an offer to sell securities in any jurisdiction where the offer or sale of securities is not permitted. You should not assume that the information included in this prospectus, any applicable prospectus supplement, or the documents incorporated by reference herein is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

You should read carefully the entire prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus, before making an investment decision.

When used in this prospectus, except where the context otherwise requires or as otherwise specified in the applicable documents incorporated by reference herein, the terms “we,” “us,” “our” and “the Company” refer to Bristow Group Inc. and its consolidated subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Registration Statement on Form S-3 to register the offer and sale of the Securities covered hereby. This prospectus, which forms part of the Registration Statement, does not contain all of the information included in that Registration Statement. For further information about us and the Securities covered by this prospectus, you should refer to the Registration Statement and its exhibits. Certain information is also incorporated by reference in this prospectus as described under “Incorporation of Certain Documents by Reference.”

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), and, in accordance therewith, file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available at the website of the SEC at http://www.sec.gov. We also furnish our stockholders with annual reports containing our financial statements audited by an independent registered public accounting firm and quarterly reports containing our unaudited financial information. We maintain a website at www.bristowgroup.com. You may access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after this material is electronically filed with, or furnished to, the SEC. The reference to our website or web address does not constitute incorporation by reference of the information contained at that site.

We have not authorized anyone to provide you with any information other than that contained in this prospectus or in a document to which we expressly have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference the information we file with it. This means that we can disclose information to you by referring you to those documents. The documents that have been incorporated by reference are an important part of the prospectus, and you should review that information in order to understand the nature of any investment by you in our shares of Common Stock. Information that we later provide to the SEC, and which is deemed to be “filed” with the SEC, will automatically update information previously filed with the SEC, and may update or replace information in this prospectus and information previously filed with the SEC. We are incorporating by reference the documents listed below; provided, however, that we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with SEC rules unless specifically referenced below.

•

our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on May 31, 2022;

•

our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 5, 2022;

•

our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 21, 2022;

•

our Current Reports on Form 8-K filed with the SEC on October 14, 2022, August 5, 2022, June 16, 2022, and May 24, 2022; and

•

the description of the Common Stock contained our Form 10-12B filed with the SEC on December 18, 2012, as last amended on January 14, 2013, as updated by Exhibit 4.3 to our Annual Report on Form 10-K for the year ended March 31, 2021, filed on May 27, 2021, including any amendment to that Form that we may file in the future for the purpose of updating the description of our Common Stock.

All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, including all such documents we may file with the SEC (i) following the date of the registration statement that contains this prospectus but prior to the effectiveness of such registration statement or (ii) after the date of this prospectus and prior to the time that we sell all the securities offered by this prospectus (excluding, in each case, any information deemed furnished rather than filed), shall be deemed to be incorporated by reference in this prospectus until the termination of each offering under this prospectus and will automatically update and supersede the information in this prospectus, and any previously filed documents.

Upon request, we will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus. If you would like a copy of any of these documents, at no cost, please write or call us at:

Bristow Group Inc.

3151 Briarpark Drive, Suite 700

Houston, Texas 77042

(713) 267-7600

Any statement contained in a document which is incorporated by reference in this prospectus is automatically updated and superseded if information contained in the prospectus modifies or replaces this information.

OUR COMPANY

Bristow is the leading global provider of innovative and sustainable vertical flight solutions. We primarily provide aviation services to a broad base of major integrated, national and independent energy companies. We also provide commercial search and rescue (“SAR”) services in multiple countries and public sector SAR services in the United Kingdom on behalf of the Maritime & Coastguard Agency. Additionally, we offer fixed wing transportation and other aviation related solutions. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Shares of our Common Stock trade on NYSE under the ticker symbol “VTOL”.

The Company’s principal executive offices are located at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, and the Company’s telephone number is (713) 267-7600. We maintain a website at www.bristowgroup.com. Information contained on, or accessible through, our website is not incorporated by reference in this prospectus.

RISK FACTORS

Investing in the Securities described herein involves risk. We urge you to carefully consider the risk factors described in our most recent Annual Report on Form 10-K and any updates in our Quarterly Reports on Form 10-Q, together with any other SEC filings that are incorporated by reference in this prospectus and, if applicable, in any prospectus supplement used in connection with an offering of our Securities, as well as the information relating to us identified herein in “Cautionary Statement Concerning Forward-Looking Statements,” before making an investment decision. Although we discuss key risks in our discussion of risk factors, new risks may emerge in the future, which may prove to be significant. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks. We cannot predict future risks or estimate the extent to which they may affect our financial performance.

THE SUBSIDIARY GUARANTORS

The Subsidiaries may unconditionally guarantee the Debt Securities. The Subsidiaries may alternatively co-issue the Debt Securities registered herein. As of the date hereof, each of the Subsidiaries are wholly owned subsidiaries of the Company.

FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the information incorporated by reference herein or therein may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our customers, competitors, vendors and regulators, and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes”, “belief”, “forecasts”, “expects”, “plans”, “anticipates”, “intends”, “projects”, “estimates”, “may”, “might”, “will”, “would”, “could”, “should” or other similar words; however, all statements included in this prospectus, any accompanying prospectus supplement and the information incorporated by reference herein, other than statements of historical fact or historical financial results, are forward-looking statements.

Our forward-looking statements reflect our views and assumptions on the date we are filing this prospectus, and any accompanying prospectus supplement and the information incorporated by reference herein, as applicable, regarding future events and operating performance as of the date of the applicable document in which such statements were made. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences, include, but are not limited to, those discussed in this prospectus, and any accompanying prospectus supplement and the information incorporated by reference herein, including, Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended March 31, 2022. Accordingly, you should not put undue reliance on any forward-looking statements.

All forward-looking statements in this prospectus, and any accompanying prospectus supplement and the information incorporated by reference herein, are qualified by these cautionary statements and are only made as of the date of this this prospectus, or the date of any accompanying prospectus supplement and the information incorporated by reference herein. The forward-looking statements in this this prospectus, and any accompanying prospectus supplement and the information incorporated by reference herein should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended March 31, 2022.

We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the sale of Securities we are offering for general corporate purposes. This may include, among other things, additions to working capital, repayment or refinancing of existing indebtedness or other corporate obligations, financing of capital expenditures and acquisitions and investment in existing and future projects or equipment. Any specific allocation of the net proceeds of an offering of Securities to a specific purpose will be determined at the time of the offering and will be described in an accompanying prospectus supplement or free writing prospectus.

PLAN OF DISTRIBUTION

As of the date of this prospectus, we have not determined any plan of distribution. The methods by which the Securities may be sold by us include:

•

privately negotiated transactions;

•

underwritten transactions;

•

exchange distributions and/or secondary distributions;

•

sales in the over-the-counter market;

•

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

•

a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;

•

through the writing of options on the shares, whether or not the options are listed on an options exchange;

•

directly to one or more other purchasers;

•

upon the exercise of rights distributed or issued to our security holders;

•

a combination of any such methods of sale; and

•

other method permitted pursuant to applicable law.

We may also sell shares of Common Stock under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), in each case if available, rather than under this prospectus.

Such transactions may be effected by us at market prices prevailing at the time of sale or at negotiated prices. We may effect such transactions by selling the Securities to underwriters or to or through broker-dealers, and such underwriters or broker-dealers may receive compensation in the form of discounts or commissions from us and may receive commissions from the purchasers of the securities for whom they may act as agent. We may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the Securities against certain liabilities, including liabilities arising under the Securities Act.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be either our senior Debt Securities (“Senior Debt Securities”) or our subordinated Debt Securities (“Subordinated Debt Securities”). The Senior Debt Securities and the Subordinated Debt Securities will be issued under separate indentures among us, the Subsidiary Guarantors (as defined below) of such Debt Securities, if applicable, and a trustee to be determined (the “Trustee”). Senior Debt Securities will be issued under a “Senior Indenture” and Subordinated Debt Securities will be issued under a “Subordinated Indenture.” Together, the Senior Indenture and the Subordinated Indenture are called “Indentures.”

The Debt Securities may be issued from time to time in one or more series. The particular terms of each series that are offered by a prospectus supplement will be described in the prospectus supplement.

The rights of Bristow and our creditors, including holders of the Debt Securities, to participate in the assets of our subsidiaries (other than the Subsidiary Guarantors of such Securities, if applicable), upon the latter’s liquidation or reorganization, will be subject to the prior claims of the subsidiaries’ creditors, except to the extent that we may ourselves be a creditor with recognized claims against such subsidiary.

We have summarized selected provisions of the Indentures below. The summary is not complete. The form of each Indenture has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part, and you should read the Indentures for provisions that may be important to you. Capitalized terms used in the summary have the meanings specified in the Indentures.

General

The Indentures provide that Debt Securities in separate series may be issued thereunder from time to time without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the Debt Securities of any series. We will determine the terms and conditions of the Debt Securities, including the maturity, principal and interest, but those terms must be consistent with the Indenture. The Debt Securities will be our unsecured obligations. If the prospectus supplement so indicates, the Debt Securities will be convertible into our Common Stock.

The Subordinated Debt Securities will be subordinated in right of payment to the prior payment in full of all of our Senior Debt (as defined) as described in the prospectus supplement applicable to any Subordinated Debt Securities.

If specified in the prospectus supplement respecting a particular series of Debt Securities, certain of the Subsidiaries (as applicable, the “Subsidiary Guarantors”) will fully and unconditionally guarantee (the “Subsidiary Guarantee”) that series, or may be a co-issuer of that series, in each case as described in the prospectus supplement. Each Subsidiary Guarantee will be an unsecured obligation of the Subsidiary Guarantor. A Subsidiary Guarantee of Subordinated Debt Securities will be subordinated to the Senior Debt of the Subsidiary Guarantors on the same basis as the Subordinated Debt Securities are subordinated to our Senior Debt.

The applicable prospectus supplement will set forth the price or prices at which the Debt Securities to be issued will be offered for sale and will describe the following terms of such Debt Securities:

(1)

the title of the Debt Securities;

(2)

whether the Debt Securities are Senior Debt Securities or Subordinated Debt Securities and, if Subordinated Debt Securities, the related subordination terms;

(3)

whether the Subsidiary Guarantors will provide a Subsidiary Guarantee of the Debt Securities;

(4)

any limit on the aggregate principal amount of the Debt Securities;

(5)

each date on which the principal of the Debt Securities will be payable;

(6)

the interest rate that the Debt Securities will bear and the interest payment dates for the Debt Securities;

(7)

each place where payments on the Debt Securities will be payable;

(8)

any terms upon which the Debt Securities may be redeemed, in whole or in part, at our option;

(9)

any sinking fund or other provisions that would obligate us to redeem or otherwise repurchase the Debt Securities;

(10)

the portion of the principal amount, if less than all, of the Debt Securities that will be payable upon declaration of acceleration of the maturity of the Debt Securities;

(11)

whether the Debt Securities are defeasible;

(12)

any addition to or change in the Events of Default;

(13)

whether the Debt Securities are convertible into our Common Stock and, if so, the terms and conditions upon which conversion will be effected, including the initial conversion price or conversion rate and any adjustments thereto and the conversion period;

(14)

any addition to or change in the covenants in the Indenture applicable to the Debt Securities; and

(15)

any other terms of the Debt Securities not inconsistent with the provisions of the Indenture.

Debt Securities, including any Debt Securities that provide for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, may be sold at a substantial discount below their principal amount. Special United States federal income tax considerations applicable to Debt Securities sold at an original issue discount may be described in the applicable prospectus supplement. In addition, special United States federal income tax or other considerations applicable to any Debt Securities that are denominated in a currency or currency unit other than United States dollars may be described in the applicable prospectus supplement.

Global Securities

Some or all of the Debt Securities of any series may be represented, in whole or in part, by one or more Global Securities that will have an aggregate principal amount equal to that of the Debt Securities they represent. Each Global Security will be registered in the name of a Depositary or its nominee identified in the applicable prospectus supplement, will be deposited with such Depositary or nominee or its custodian and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the applicable Indenture.

Governing Law

The Indentures and the Debt Securities will be governed by, and construed in accordance with, the laws of the State of New York.

The Trustee

We will enter into the Indentures with the Trustee. The Trustee is qualified to act under the Trust Indenture Act of 1939, as amended, and with any other Trustees chosen by us and appointed in a supplemental indenture for a particular series of Debt Securities. We may maintain a banking relationship in the ordinary course of business with the Trustee and one or more of its affiliates.

DESCRIPTION OF CAPITAL STOCK

Authorized Capitalization

The Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Company (as amended) provides for one class of common stock and authorizes the Company to issue 110,000,000 shares of capital stock, divided into two classes consisting of (a) 100,000,000 shares of Common Stock, par value $0.01, and (b) 10,000,000 shares of Preferred Stock, par value $0.01.

Common Stock

As of October 19, 2022, there were 28,015,626 shares of Common Stock issued and outstanding.

Voting Rights.

Holders of our Common Stock are entitled to one vote for each share held and do not have cumulative voting rights. Directors will be elected by a plurality of the votes of the shares of Common Stock present in person or by proxy at a meeting of stockholders and voting for nominees in the election of directors. However, our Bylaws provide for the resignation of any director who fails to receive a majority of votes cast at an annual meeting of the stockholders (assuming that the election is uncontested). Each director is required to submit an irrevocable resignation, which resignation would become effective upon (1) that person not receiving a majority of the votes cast in an uncontested election and (2) acceptance by our Board of Directors (the “Board”) of that resignation. Except as otherwise required by law, holders of our Common Stock shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation. Except as otherwise provided in our Certificate of Incorporation, our Bylaws or required by law, all other matters to be voted on by our stockholders must be approved by a majority of the shares present in person or by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Dividend Rights.

Subject to any applicable provisions of law and the Certificate of Incorporation, holders of Common Stock are entitled to receive proportionately any dividends as may be declared by our Board, subject to any preferential dividend rights of outstanding Preferred Stock.

Liquidation Rights.

Upon our liquidation, dissolution or winding up, the holders of Common Stock are entitled to receive proportionately our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding Preferred Stock.

Other Rights and Preferences.

Holders of Common Stock have no preemptive, subscription, redemption or other conversion rights and do not have any sinking fund provisions. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock which we may designate and issue in the future.

Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Our Bylaws.

Our Certificate of Incorporation and Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will

discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our Board the power to discourage acquisitions that some stockholders may favor.

Filling Vacancies on the Board.

The Certificate of Incorporation provides that the Board shall be comprised of no less than three and no more than 15 directors, with the number of directors to be fixed from time to time by resolution adopted by the Board. Any vacancy on our Board, however occurring, including a vacancy resulting from an increase in the size of our Board, may only be filled by the vote of a majority of the Board present at any meeting at which a quorum is present. Any director appointed to fill a vacancy will hold office until the next election of directors or until his or her successor is duly elected and qualified.

Stockholder Action by Written Consent.

Our Certificate of Incorporation and our Bylaws provide that subject to the terms of one or more series or classes of Preferred Stock, any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual meeting or special meeting of stockholders of the Company and may not be effected by any consent in writing by such stockholders.

Meetings of Stockholders.

Our Bylaws provide that only a majority of the members of our Board then in office or the Chief Executive Officer may call special meetings of the stockholders for any purpose or purposes. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, or, within the sole discretion of the Board, and subject to such guidelines and procedures as the Board may adopt, by means of remote communication, as shall be specified in the respective notices or waivers of notice thereof. The ability of stockholders to call a special meeting of stockholders is specifically denied.

Advance Notice Requirements.

Our Bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual or special meeting of our stockholders.

Our Bylaws provide that any stockholder wishing to nominate persons for election as directors at, or bring other business before, an annual meeting must deliver to our secretary a written notice of the stockholder’s intention to do so, together with certain other information regarding the stockholder (and its director nominee(s), if applicable) as required by our Bylaws. To be timely, the stockholder’s notice must be delivered to us not later than the 90th day nor earlier than the 120th day prior to the anniversary date of the preceding annual meeting. If the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the preceding annual meeting, then to be timely, notice must be delivered to us not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

Any stockholder wishing to nominate persons for election as directors at a special meeting called for the purpose of electing directors must deliver to our secretary a written notice (containing certain information regarding the stockholder and its nominee(s) for director as required by our Bylaws) not later than the 90th day nor earlier than the 120th day prior to such special meeting or the 10th day following the date on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

Amendments to the Certificate of Incorporation

As required by Delaware law, any amendment to our Certificate of Incorporation must first be approved by a majority of the Board and, if required by law or our Certificate of Incorporation, thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment.

Amendments to the Bylaws.

Our Bylaws provide that, subject to the provisions of the Certificate of Incorporation, (i) the Board may make, alter, amend, add to or repeal any and all of the Bylaws by resolution adopted by a majority of the directors then in office, or (ii) the affirmative vote of the holders of at least a majority of the voting power of the Company’s then outstanding shares entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, alter, amend, add to or repeal any or all Bylaws of the Company or to adopt any provision inconsistent therewith.

Section 203 of the Delaware General Corporation Law.

We are subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who owns 15% or more of the corporation’s outstanding stock, or an affiliate or associate of the corporation who did own 15% or more of the corporation’s voting stock within three years prior to the determination of interested stockholder status. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•

before the stockholder became interested, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or

•

at or after the time the stockholder became interested, the business combination was approved by the Board of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

A Delaware corporation may opt out of Section 203 either with an express provision in its original certificate of incorporation or in an amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out, and do not currently intend to opt out, of this provision. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.

Preferred Stock

As of October 19, 2022, there were no shares of Preferred Stock issued and outstanding.

Our Certificate of Incorporation provides that the Board may authorize the issuance of Preferred Stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the Common Stock. Issuing Preferred Stock provides flexibility in connection with possible acquisitions and other

corporate purposes, but could also, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of our Common Stock and the voting and other rights of the holders of Common Stock.

Foreign Ownership

We are subject to the Federal Aviation Act, under which our helicopters may be subject to deregistration, and we may lose our ability to operate within the United States, if persons other than citizens of the United States should come to own or control more than 25% of our voting interest. Consistent with the requirements of the Federal Aviation Act, our Certificate of Incorporation and Bylaws provide that persons or entities that are not “citizens of the United States” (as defined in the Federal Aviation Act) shall not collectively own or control more than 24.9% of the voting power of our outstanding capital stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time persons that are not citizens of the United States nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of our outstanding voting capital stock in excess of the Permitted Foreign Ownership Percentage owned by stockholders who are not citizens of the United States shall automatically be reduced.

Exclusive Forum

Our Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of this Article X.

The foregoing descriptions of the Certificate of Incorporation and Bylaws do not purport to be complete and are qualified in their entirety by reference to the Certificate of Incorporation and Bylaws.

DESCRIPTION OF WARRANTS

We may issue Warrants for the purchase of our Common Stock, Preferred Stock or any combination thereof. Warrants may be issued independently or together with our securities offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of Warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of Warrants. The warrant agent will act solely as our agent in connection with the Warrants and will not assume any obligation or relationship of agency or trust for or with any holders of Warrants or beneficial owners of Warrants. The following summary of certain provisions of the Warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.

You should refer to the prospectus supplement relating to a particular issue of Warrants for the terms of and information relating to the Warrants, including, where applicable:

(1)

the number of securities purchasable upon exercise of the Warrants and the price at which such securities may be purchased upon exercise of the Warrants;

(2)

the date on which the right to exercise the Warrants commences and the date on which such right expires (the “Expiration Date”);

(3)

the United States federal income tax consequences applicable to the Warrants;

(4)

the amount of the Warrants outstanding as of the most recent practicable date; and

(5)

any other terms of the Warrants.

Warrants will be offered and exercisable for United States dollars only. Warrants will be issued in registered form only. Each Warrant will entitle its holder to purchase such number of securities at such exercise price as is in each case set forth in, or calculable from, the prospectus supplement relating to the Warrants. The exercise price may be subject to adjustment upon the occurrence of events described in such prospectus supplement. After the close of business on the Expiration Date (or such later date to which we may extend such Expiration Date), unexercised Warrants will become void. The place or places where, and the manner in which, Warrants may be exercised will be specified in the prospectus supplement relating to such Warrants.

Prior to the exercise of any Warrants, holders of the Warrants will not have any of the rights of holders of securities, including the right to receive payments of any dividends on the securities purchasable upon exercise of the Warrants, or to exercise any applicable right to vote.

DESCRIPTION OF DEPOSITARY SHARES

We may offer depositary shares (either separately or together with other securities) representing fractional interests in our Preferred Stock of any series. In connection with the issuance of any depositary shares, we will enter into a deposit agreement with a bank or trust company, as depositary, whose name and address will be included in the applicable prospectus supplement. Depositary shares will be evidenced by depositary receipts issued pursuant to the related deposit agreement. Immediately following our issuance of the Preferred Stock related to the depositary shares, we will deposit the Preferred Stock with the relevant preferred stock depositary and will cause the preferred stock depositary to issue, on our behalf, the related depositary receipts. Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fraction of a share of preferred stock represented by the related depositary share, to all the rights, preferences and privileges of, and will be subject to all of the limitations and restrictions on, the Preferred Stock represented by the depositary receipt (including, if applicable, dividend, voting, conversion, exchange redemption and liquidation rights).

DESCRIPTION OF SHARE PURCHASE CONTRACTS

We may issue Share Purchase Contracts representing contracts obligating holders, subject to the terms of such Share Purchase Contracts, to purchase from us, and us to sell to the holders, a specified or varying number of our Common Stock, Preferred Stock or other securities described in this prospectus at a future date or dates. Alternatively, the Share Purchase Contracts may, subject to the terms of such Share Purchase Contracts, obligate us to purchase from holders, and obligate holders to sell to us, a specified or varying number of Common Stock, Preferred Stock or other securities described in this prospectus. The price per unit of our Common Stock, Preferred Stock or other securities described in this prospectus and number of units may be fixed at the time the Share Purchase Contracts are entered into or may be determined by reference to a specific formula set forth in the Share Purchase Contracts.

The applicable prospectus supplement will describe the terms of any Share Purchase Contract. The Share Purchase Contracts will be issued pursuant to documents to be issued by us. You should read the particular terms of the documents, which will be described in more detail in the applicable prospectus supplement.

DESCRIPTION OF UNITS

We may issue Units of Securities consisting of one or more of the following Securities: Common Stock, Preferred Stock, Debt Securities, Guarantees, Warrants, Depositary Shares, Share Purchase Contracts or any combination thereof. We may evidence each series of Units issued by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. You should read the particular terms of these documents, which will be described in more detail in the applicable prospectus supplement.

If we offer any Units, certain terms of that series of Units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:

(1)

the title of the series of Units;

(2)

identification and description of the separate constituent securities comprising the Units;

(3)

the price or prices at which the Units will be issued;

(4)

the date, if any, on and after which the constituent Securities comprising the Units will be separately transferable;

(5)

if appropriate, a discussion of material United States federal income tax considerations; and

(6)

any other terms of the Units and their constituent Securities.

LEGAL MATTERS

Certain legal matters in connection with the Securities offered hereby will be passed upon for us by Kirkland & Ellis LLP, Houston, Texas.

EXPERTS

The consolidated financial statements of Bristow Group Inc. as of March 31, 2022 and 2021, and for each of the years in the two-year period ended March 31, 2022 and for the five months ended March 31, 2020 (Successor periods) and the seven months ended October 31, 2019 (Predecessor period), and management’s assessment of the effectiveness of internal control over financial reporting as of March 31, 2022 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by referenced herein, and upon the authority of said firm as experts in accounting and auditing.

Part II

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution.

Set forth below are the expenses expected to be incurred in connection with the issuance and distribution of the securities registered hereby and payable by us. With the exception of the SEC registration fee, the amounts set forth below are estimates.


	Amount
SEC registration fee	$	33,060
Printing and engraving expenses			*
Fees and expenses of legal counsel			*
Accounting fees and expenses			*
Transfer agent and registrar fees			*
Miscellaneous			*
Total	$		*

*	Estimated expenses are not presently known.

Item 15. Indemnification of Directors and Officers.

The Company is a Delaware corporation subject to the applicable indemnification provisions of the DGCL. Section 145 of the DGCL provides generally and in pertinent part that a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Company as a director, officer, employee or agent of another entity) against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Company as a director, officer, employee or agent of another entity) against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 of the DGCL further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and or purchase indemnity insurance on behalf of its directors and officers.

Article VII of the Company’s Certificate of Incorporation provides, in general, that the Company will indemnify its directors, officers, employees and agents (or persons serving at the request of the Company as a director, officer, employee or agent of another entity) to the full extent of Delaware law.

Article VI of the Company’s Amended and Restated Bylaws provides that the Company will indemnify any of its officers or directors who is party to a suit or other proceeding by reason of his or her position as an officer or director against reasonable expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf, in connection with such proceeding or any claim, issue or matter therein, if the indemnitee acted in good faith and in a manner the

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indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The Company may only indemnify an officer or director who brought the suit or proceeding if its board of directors had previously authorized such suit or proceeding. The rights to indemnification provided by its Bylaws include the right to advancement of expenses in connection with any proceeding by reason of the indemnitee’s corporate status within 30 days after the receipt by the Company of a statement or statements from the indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such proceeding.

Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. The Company maintains liability insurance policies that indemnify its directors and officers and those of the Company’s subsidiaries against various liabilities, including certain liabilities arising under the Securities Act and the Exchange Act that may be incurred by them in their capacity as such.

The indemnification rights set forth above are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation or Bylaws, agreement, vote of shareholders or directors or otherwise.

In addition, pursuant to the 2021 Equity Incentive Plan (the “2021 Incentive Plan”), no individual acting as a director, officer, other employee or agent of Bristow or any Subsidiary will be liable to any participant, former participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the 2021 Incentive Plan or any award issued under the 2021 Incentive Plan, and such individual will not be personally liable with respect to the 2021 Incentive Plan because of any contract or other instrument executed in his or her capacity as an administrator, director, officer, other employee or agent of the Bristow or any Subsidiary. Bristow will indemnify and hold harmless each director, officer, other employee and agent of Bristow or any Subsidiary that has been or will be granted or delegated any duty or power relating to the 2021 Incentive Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the administrator’s approval) arising from any act or omission concerning this 2021 Incentive Plan unless arising from such person’s own fraud or bad faith.

The foregoing is only a general summary of certain aspects of Delaware law and the Certificate of Incorporation, Bylaws, indemnification agreements and the 2021 Incentive Plan dealing with indemnification of directors and officers and does not purport to be complete and is qualified in its entirety by the full text of each of the foregoing.

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Item 16. Exhibits and Financial Statement Schedules.

(a)	Exhibits.

Exhibit Index


Exhibit Number		Description

1.1*		Form of Underwriting Agreement

4.1**		Form of Senior Indenture

4.2**		Form of Subordinated Indenture

4.3*		Form of Senior Note

4.4*		Form of Subordinated Note

4.5*		Form of Certificate of Designations for Preferred Stock

4.6*		Form of Warrant Agreement (including form of Warrant Certificate)

4.7*		Form of Deposit Agreement (including form of Depositary Receipt)

4.8*		Form of Share Purchase Contract

4.9*		Form of Unit Agreement (including form of Unit Certificate)

5.1**		Opinion of Kirkland & Ellis LLP

23.1**		Consent of KPMG LLP

23.2**		Consent of Kirkland & Ellis LLP (included in their opinion filed as Exhibit 5.1)

24.1**		Power of Attorney (included on signature page)

T-1*†		Form T-1 Statement of Eligibility and Qualification relating to the Senior Indenture.

T-1*†		Form T-1 Statement of Eligibility and Qualification relating to the Subordinated Indenture

107**		Filing Fee Table

*	To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.

**	Filed herewith.

†	To be filed later in accordance with subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(i)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

A.	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities

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offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

C.	to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(ii)

that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(iii)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(iv)

that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

1.	each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

(v)

that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

1.	any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

2.	any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;

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3.	the portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

4.	any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on October 24, 2022.


Bristow Group Inc.

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Jennifer D. Whalen as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or her substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Christopher S. Bradshaw		President, Chief Executive Officer and Director
Christopher S. Bradshaw		(Principal Executive Officer)

/s/ Jennifer D. Whalen		Senior Vice President and Chief Financial Officer
Jennifer D. Whalen		(Principal Financial Officer)

/s/ Richard Tatum		Vice President and Chief Accounting Officer
Richard Tatum		(Principal Accounting Officer)

/s/ G. Mark Mickelson		Chairman of the Board and Director
G. Mark Mickelson

/s/ Lorin L. Brass		Director
Lorin L. Brass

/s/ Wesley E. Kern		Director
Wesley E. Kern

/s/ Robert J. Manzo		Director
Robert J. Manzo

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Signature		Title

/s/ Maryanne Miller		Director
Gen. Maryanne Miller

/s/ Christopher Pucillo		Director
Christopher Pucillo

/s/ Bran D. Truelove		Director
Brian D. Truelove

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SIGNATURES


Bristow Holdings U.S. Inc.

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Director
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President and Treasurer
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Director
Justin D. Mogford

/s/ Mary Wersebe		Vice President and Director
Mary Wersebe

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SIGNATURES


BHNA Holdings Inc.

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Director
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Director
Justin D. Mogford

II-9

SIGNATURES


Bristow Helicopters Inc.

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Director
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Director
Justin D. Mogford

II-10

SIGNATURES


Bristow U.S. Leasing LLC

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Manager
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Manager
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Manager
Justin D. Mogford

II-11

SIGNATURES


Bristow U.S. LLC

By:		/s/ Samantha Willenbacher
Name:		Samantha Willenbacher
Title:		Manager

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Samantha Willenbacher		Manager
Samantha Willenbacher		(Principal Executive Officer)

/s/ Joseph Pitzinger		Manager
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Tomas Johnston		Manager
Tomas Johnston

II-12

SIGNATURES


Era Aeróleo LLC

By:		/s/ Justin. D. Mogford
Name:		Justin D. Mogford
Title:		President and Treasurer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Justin. D. Mogford		President, Treasurer and Director
Justin D. Mogford		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Tomas Johnston		Vice President, Secretary and Director
Tomas Johnston

II-13

SIGNATURES


Aeróleo Internacional, LLC

By:		/s/ Justin. D. Mogford
Name:		Justin D. Mogford
Title:		President and Treasurer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Justin. D. Mogford		President, Treasurer and Director
Justin D. Mogford		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Tomas Johnston		Vice President, Secretary and Director
Tomas Johnston

II-14

SIGNATURES


Era Helicopters, LLC

By:		/s/ Justin. D. Mogford
Name:		Justin D. Mogford
Title:		President and Treasurer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Justin. D. Mogford		President, Treasurer and Director
Justin D. Mogford		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Tomas Johnston		Vice President, Secretary and Director
Tomas Johnston

II-15

SIGNATURES


Era Leasing LLC

By:		/s/ Justin. D. Mogford
Name:		Justin D. Mogford
Title:		President and Treasurer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Justin. D. Mogford		President, Treasurer and Director
Justin D. Mogford		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Tomas Johnston		Vice President, Secretary and Director
Tomas Johnston

II-16

SIGNATURES


Bristow U.S. Holdings LLC

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Manager
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Manager
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Manager
Justin D. Mogford

II-17

SIGNATURES


Bristow Holdings Company Ltd.

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Director
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Director
Justin D. Mogford

/s/ Jamie Nelson		Director
Jamie Nelson

II-18

SIGNATURES


Bristow Holdings Company Ltd. III

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Director
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Director
Justin D. Mogford

/s/ Jamie Nelson		Director
Jamie Nelson

II-19

SIGNATURES


Bristow Cayman Ltd.

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Director
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Director
Justin D. Mogford

/s/ Jamie Nelson		Director
Jamie Nelson

II-20

SIGNATURES


BriLog Leasing Ltd.

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Director
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Director
Justin D. Mogford

/s/ Jamie Nelson		Director
Jamie Nelson

II-21

SIGNATURES


Bristow Equipment Leasing Ltd.

By:		/s/ Jennifer D. Whalen
Name:		Jennifer D. Whalen
Title:		President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ Jennifer D. Whalen		President and Director
Jennifer D. Whalen		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

/s/ Justin. D. Mogford		Vice President, Secretary and Director
Justin D. Mogford

/s/ Jamie Nelson		Director
Jamie Nelson

II-22

SIGNATURES


Bristow Canadian Real Estate Company Inc.

By:		/s/ David F. Stepanek
Name:		David F. Stepanek
Title:		President and Secretary

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ David F. Stepanek		President, Secretary and Director
David F. Stepanek		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

II-23

SIGNATURES


Bristow Canada Holdings Inc.

By:		/s/ David F. Stepanek
Name:		David F. Stepanek
Title:		President and Secretary

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of October 24, 2022.


Signature		Title

/s/ David F. Stepanek		President, Secretary and Director
David F. Stepanek		(Principal Executive Officer)

/s/ Joseph Pitzinger		Vice President, Treasurer and Director
Joseph Pitzinger		(Principal Financial Officer and Principal Accounting Officer)

II-24