Bristow Group Inc. (NYSE: BRS) announced today that it has commenced, subject to market conditions and other factors, a private offering of $300 million aggregate principal amount of senior secured notes due 2023 (the “notes”) to eligible purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The notes are expected to pay interest semi-annually and will mature on March 1, 2023, subject to earlier mandatory redemption if more than $125 million principal amount of the company’s existing senior notes due 2022 remains outstanding as of June 30, 2022. The interest rate and certain other pricing terms of the notes will be determined at the time the offering is priced by the company and the initial purchasers. The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by the company’s U.S. subsidiaries that currently provide guarantees of its existing senior notes due 2022 and its convertible notes due 2023, as well as certain future subsidiaries.

The notes will be secured by first priority liens, subject to limited exceptions, on collateral that will consist of substantially all of the tangible and intangible property assets of the company and the subsidiary guarantors (other than certain excluded assets), including approximately 77 pledged aircraft.

The company intends to use a portion of the net proceeds from the offering of the notes to repay all of its outstanding borrowings under its term loan and to cash collateralize letters of credit outstanding under its revolving credit facility, with the remainder of the net proceeds from this offering to be used for general corporate purposes. In connection with the closing of the offering, the company intends to terminate its term loan and its revolving credit facility.

The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase these notes nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the notes shall be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.