form8k-061207.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): June 7,
2007
______________________________
Bristow
Group Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
72-0679819
|
(State
or other jurisdiction of
|
(IRS
Employer
|
incorporation
or organization)
|
Identification
Number)
|
|
|
2000
W. Sam Houston Pkwy. S.,
|
77042
|
Suite
1700
|
(Zip
Code)
|
Houston,
Texas
|
|
(Address
of principal executive offices)
|
|
Registrant’s
telephone number, including area code: (713)
267-7600
Former
Name or Former Address, if Changed Since Last Report:
______________________________
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On
June
7, 2007, Bristow Group Inc., a Delaware corporation (the “Company”), and certain
of the Company's subsidiaries (the “Guarantors”) entered into a purchase
agreement (the “Purchase Agreement”) relating to the offering and sale of $300
million aggregate principal amount of 7 1/2% Senior Notes due 2017 (the “Notes”)
to qualified institutional buyers in reliance on Rule 144A under the Securities
Act and to non U.S. persons outside the United States in reliance on Regulation
S under the Securities Act (the “Offering”).
On
June
13, 2007, the Company closed the Offering. The Notes were issued
pursuant to an Indenture, dated as of June 13, 2007 (the “Indenture”), among the
Company, the subsidiary guarantors party thereto and U.S. Bank National
Association, as trustee (“Trustee). The Company intends to use the
net proceeds from the offering to fund additional aircraft purchases under
options and for general corporate purposes.
The
Company will pay interest on the Notes on March 15 and September 15 of each
year, beginning on September 15, 2007. The Notes mature on September
15, 2017. The payment of the principal, interest and premium on the Notes is
fully and unconditionally guaranteed on a senior basis by the
Guarantors.
There
is
no sinking fund for the Notes. The Notes are senior unsecured obligations of
the
Company and the Guarantors, rank equally with the Company’s outstanding
6 1/8% notes due 2013 and any of the Company’s and the Guarantors’ future
senior indebtedness and are effectively subordinated to the Company’s and the
Guarantors’ existing and future secured indebtedness, as well as all
indebtedness of the Company’s subsidiaries that are not Guarantors.
On
or
prior to September 15, 2010, the Company may on one or more occasions redeem
up
to 35% of the aggregate principal amount of Notes (including any additional
Notes issued under the Indenture) issued at a redemption price of 107.5% of
the
principal amount of the Notes, plus accrued and unpaid interest to the date
of
redemption, using the net cash proceeds of one or more qualified equity
offerings.
Prior
to
September 15, 2012, the Company may at its option redeem all, but not less
than
all, of the Notes at a redemption price equal to 100% of the principal amount
of
the Notes plus accrued and unpaid interest to the date of redemption and an
applicable premium.
On
and
after September 15, 2012, the Notes will be subject to redemption at any time
at
the option of the Company, in whole or in part, at redemption prices (expressed
as percentages of principal amount) ranging from 103.75% to 100.00%, plus
accrued and unpaid interest to the date of redemption.
The
Notes
also contain a provision allowing the holders thereof to require the Company
to
purchase some or all of the Notes at a purchase price equal to 101% of their
principal amount, plus accrued and unpaid interest to the date of repurchase,
upon the occurrence of specified change of control events.
The
Notes
include customary covenants, including limitations on the Company’s and its
restricted subsidiaries’ ability to incur additional indebtedness or issue
preferred stock; pay dividends or make other distributions to stockholders;
purchase or redeem capital stock or subordinated indebtedness; make investments;
create liens; dispose of assets; consolidate or merge with other companies
and
engage in transactions with affiliates.
Upon
the
occurrence of certain events of default, the Trustee or the holders of at least
25% in principal amount of the Notes may declare all outstanding Notes to be
due
and payable immediately.
The
Notes
may be offered and sold only in transactions that are exempt from registration
under the Securities Act and the applicable securities laws of other
jurisdictions. In connection with the closing of the Offering, the
Company, the Subsidiary Guarantors and the Purchasers entered into a
Registration Rights Agreement, under which the Company agreed to offer to
exchange the Notes for a new issue of substantially identical notes in a
transaction registered under the Securities Act, unless the notes become freely
transferable by non-affiliates without restriction. The Registration
Rights Agreement also obligates the Company under certain circumstances to
file
a shelf registration statement relating to resales of the Notes.
Item
8.01 Other
Events.
The
Company issued press releases on June 7, 2007 and June 13, 2007 to announce
the
pricing and the closing, respectively, of the Offering. Copies of the
press releases are furnished with this report as Exhibits 99.1 and 99.2,
respectively.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
of Exhibit
99.1 Press
Release dated June 7, 2007.
99.2 Press
Release dated June 13, 2007.
SIGNATURE
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
June 13, 2007
BRISTOW
GROUP
INC.
(Registrant)
By:
/s/
Randall A.
Stafford
Randall
A. Stafford
Vice
President and General Counsel,
Corporate Secretary