Annual report pursuant to Section 13 and 15(d)

DEBT

v3.22.1
DEBT
 12 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
DEBT DEBT
Debt as of March 31, 2022 and 2021 consisted of the following (in thousands):
March 31, 2022 March 31, 2021
6.875% Senior Notes
 $ 391,690  $ 391,550 
Lombard Debt 133,978  146,006 
Airnorth Debt —  5,631 
Humberside Debt —  306 
Total debt
 525,668  543,493 
Less short-term borrowings and current maturities of long-term debt
 (12,759) (15,965)
Total long-term debt
 $ 512,909  $ 527,528 
The Company’s scheduled long-term maturities as of March 31, 2022, which excludes unamortized discount of $13.1 million and unamortized deferred financing fees of $8.3 million, were as follows (in thousands):
Total Due
2023 $ 12,759 
2024 134,332 
2025 — 
2026 — 
2027 — 
Thereafter 400,000 
$ 547,091 
Cash paid for interest expense during the fiscal years ended March 31, 2022 and 2021, was $32.0 million and $32.3 million, respectively.
6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event or specified asset sale, the Company may be required to repurchase the outstanding balance of the 6.875% Senior Notes.
The net proceeds from the offering, together with cash on hand, were used to repay approximately $484.7 million in debt, with respect to the Company's secured equipment term loan with Macquarie Bank Limited (“Macquarie Debt”), and the Company’s term loans with PK Air Finance S.à r.l. (“PK Air Debt”) and to redeem the Company’s outstanding senior unsecured notes due December 15, 2022 (the “7.750% Senior Notes”). In connection with the above, the Company recognized a loss on extinguishment of debt of $28.5 million related to the write-off of discount balances and early repayment fees. The issuance of the 6.875% Senior Notes and repayment of existing debt allows the Company to further strengthen its financial position by simplifying its capital structure, reducing mandatory amortization requirements, significantly reducing operational friction costs and extending the Company’s debt maturities.
During the fiscal year ended March 31, 2022, the Company made its first interest payment of $28.0 million. As of March 31, 2022 and 2021, the Company had $8.3 million and $8.5 million of unamortized deferred financing fees associated with the 6.875% Senior Notes.
Lombard Debt — On November 11, 2016, certain of Old Bristow’s subsidiaries entered into two, seven-year British pound sterling funded secured equipment term loans for an aggregate $200.0 million U.S. dollar equivalent with Lombard North Central Plc, a part of NatWest Group (the “Lombard Debt”). Borrowings under the financings previously bore interest at an interest rate equal to the GBP ICE Benchmark Administration’s Limited LIBOR, plus 2.25% per annum. The financing which was funded in December 2016 matures in December 2023 and the financing which funded in January 2017 matures in January 2024. During the fiscal year ended March 31, 2022, the Company replaced LIBOR as the benchmark for the Lombard Debt with a new reference rate, the Sterling Overnight Interbank Average Rate (“SONIA”).
During the fiscal year ended March 31, 2022, the Company made principal and interest payments of $13.1 million and $3.8 million, respectively. During the fiscal year ended March 31, 2021, the Company made principal and interest payments of $12.8 million and $4.1 million, respectively.
ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) was entered into on April 17, 2018, and provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and each of Bristow Norway AS, BHL, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”). As of March 31, 2022, ABL Facility provided for commitments in an aggregate amount of $85.0 million with the ability to increase the total commitments up to a maximum aggregate amount of $120.0 million, subject to the terms and conditions therein.
As of March 31, 2022 and 2021, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the year ended March 31, 2022. Letters of credit issued under the ABL Facility in the aggregate face amount of $20.5 million were outstanding on March 31, 2022.