Transition report pursuant to Rule 13a-10 or 15d-10

DEBT

v3.22.4
DEBT
 9 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
DEBT DEBT
Debt as of December 31, 2022 and March 31, 2022 consisted of the following (in thousands):
December 31, 2022 March 31, 2022
6.875% Senior Notes
 $ 392,763  $ 391,690 
Lombard Debt 118,658  133,978 
Total debt
 511,421  525,668 
Less current maturities of long-term debt (11,656) (12,759)
Total long-term debt
 $ 499,765  $ 512,909 
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, the Company must make an offer to repurchase all or part of each noteholder’s notes at an offer price of 101% of the aggregate principal amount, plus accrued and unpaid interest.
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.
During the nine months ended December 31, 2022 and the twelve months ended March 31, 2022, the Company made interest payments of $13.8 million and $28.0 million, respectively. As of December 31, 2022 and March 31, 2022, the Company had $7.2 million and $8.3 million, respectively, of unamortized deferred financing fees associated with the 6.875% Senior Notes.
Lombard Debt — In November 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 twelve months ended March 31, 2022, the Company replaced LIBOR as the benchmark for the Lombard Debt with a new reference rate, the Sterling Overnight Index Average (“SONIA”).
During the nine months ended December 31, 2022, the Company made principal and interest payments of $8.6 million and $3.8 million, respectively. During the twelve months ended March 31, 2022 and twelve months ended March 31, 2021, the Company made principal and interest payments of $13.1 million and $3.8 million and $12.8 million and $4.1 million, respectively.
In connection with the Company’s entry into a refinancing agreement in January 2023 for the Lombard debt and in accordance with accounting standards related to accounting for debt, the financing tranche maturing in December 2023 is reflected in long-term debt on the consolidated balance sheets as of December 31, 2022 as a result of the subsequent event. See Note 19 for further discussion of the Lombard debt refinancing.
ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) was entered into in April 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 December 31, 2022, the 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 December 31, 2022 and March 31, 2022, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the nine months ended December 31, 2022. Letters of credit issued under the ABL Facility in the aggregate face amount of $0.6 million and $20.5 million were outstanding on December 31, 2022 and March 31, 2022.
Prior to the Lombard debt refinancing (see Note 19), the Company’s scheduled principal long-term maturities as of December 31, 2022, which excludes unamortized discount of $7.0 million and unamortized deferred financing fees of $7.2 million, were as follows (in thousands):
Total Due
2023 $ 73,812 
2024 51,829 
2025 — 
2026 — 
2027 — 
Thereafter 400,000 
$ 525,641