Bristow Group Announces Completion of Consent Solicitation

Bristow Group Announces Completion of Consent Solicitation

28-Nov-2018 Source: Bristow Group

Bristow Group Inc. (NYSE: BRS) (the “Company”) announced today that it has completed the previously announced solicitation of consents (the “Consent Solicitation”) from holders of its outstanding 8.75% Senior Secured Notes due 2023 (the “Notes”). In connection with the Consent Solicitation, the Company has entered into a supplemental indenture with respect to the indenture governing the Notes (the “Supplemental Indenture”) to reflect the proposed amendment (the “Proposed Amendment”) described in the Consent Solicitation Statement dated November 13, 2018, as amended by the Amendment No. 1 thereto dated November 15, 2018 (as amended, the “Consent Solicitation Statement”).

The Consent Solicitation expires at 5:00 p.m., New York City time, on November 21, 2018 (the “Expiration Date”). Prior to the Expiration Date, the Company had received the consent of holders of at least a majority in aggregate principal amount outstanding of the Notes (the “Requisite Consents”), and revocation rights had been terminated upon receipt of the Requisite Consents. The Company will pay a consent payment (the “Consent Payment”) in the aggregate amount of $1,750,000, to eligible holders of the Notes as of 5:00 p.m., New York City time, on November 12, 2018 (the “Record Date”) who validly delivered consents to the Proposed Amendment on or prior to the Expiration Date and did not revoke consents prior to the receipt of the Requisite Consents in the manner described in the Consent Solicitation Statement.  The Company expects to deliver the Consent Payment to such holders substantially concurrently with the closing of the Company’s previously announced acquisition of Columbia Helicopters, Inc.

The Supplemental Indenture executed in connection with the completion of the Consent Solicitation became effective upon the execution and delivery thereof, but will become operative only upon the payment of the Consent Payment. Upon the Proposed Amendment becoming effective and operative, all holders of the Notes will be bound by the terms of the Supplemental Indenture, including those that did not give their consent. However, holders who did not deliver consents on or prior to the Expiration Date (or delivered consents but properly revoked them prior to the receipt of the Requisite Consents) will not receive the Consent Payment.

Questions concerning the terms of the Consent Solicitation should be directed to Jefferies, solicitation agent with respect to the Consent Solicitation, at (888) 708-5831 (toll-free within the U.S.) or (203) 708-6574; (212) 284-4611; or (203) 708-5967 (direct) or by email to; or, or Ipreo LLC, the information and tabulation agent for the Consent Solicitation, at (212) 849-3880 (banks and brokers) and (888) 593-9546 (all others, toll free).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The Consent Solicitation was made solely by the Consent Solicitation Statement and was subject to the terms and conditions stated therein.

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