0000899243-20-017376.txt : 20200622
0000899243-20-017376.hdr.sgml : 20200622
20200622170111
ACCESSION NUMBER: 0000899243-20-017376
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200611
FILED AS OF DATE: 20200622
DATE AS OF CHANGE: 20200622
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: South Dakota Investment Council
CENTRAL INDEX KEY: 0001538846
STATE OF INCORPORATION: SD
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35701
FILM NUMBER: 20979480
BUSINESS ADDRESS:
STREET 1: 4009 W. 49TH STREET, SUITE 300
CITY: SIOUX FALLS
STATE: SD
ZIP: 57106
BUSINESS PHONE: 605-362-2820
MAIL ADDRESS:
STREET 1: 4009 W. 49TH STREET, SUITE 300
CITY: SIOUX FALLS
STATE: SD
ZIP: 57106
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bristow Group Inc.
CENTRAL INDEX KEY: 0001525221
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522]
IRS NUMBER: 721455213
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3151 BRIARPARK DRIVE, SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77042
BUSINESS PHONE: 713-369-4700
MAIL ADDRESS:
STREET 1: 3151 BRIARPARK DRIVE, SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77042
FORMER COMPANY:
FORMER CONFORMED NAME: ERA GROUP INC.
DATE OF NAME CHANGE: 20110708
FORMER COMPANY:
FORMER CONFORMED NAME: Era Froup Inc.
DATE OF NAME CHANGE: 20110708
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2020-06-11
0
0001525221
Bristow Group Inc.
VTOL
0001538846
South Dakota Investment Council
C/O SOUTH DAKOTA INVESTMENT COUNCIL
4009 W 49TH STREET, SUITE 300
SIOUX FALLS
SD
57106
0
0
1
0
Common Stock, par value $0.0001 per share (the "Common Stock
6674073
I
See footnote
Pursuant to that certain Agreement and Plan of Merger, dated as of January 23, 2020 and amended on April 22, 2020 (as amended, the "Merger Agreement"), by and among Era Group Inc. ("Era"), Bristow Group Inc. ("Bristow") and Ruby Redux Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into Bristow (the "Merger"), with Bristow surviving the Merger as a direct, wholly-owned subsidiary of Era, each share of Bristow common stock, par value $0.0001 per share issued and outstanding immediately prior to the consummation of the Merger (including, among other things, shares issued as a result of the conversion of all outstanding shares of Bristow preferred stock, par value $0.0001 per share) was converted into the right to receive 0.502096 shares of Common Stock of the Issuer. As a result, effective with the consummation of the Merger, the Reporting Person received 6,646,418 shares of Common Stock.
(continued from 1) Unless the context otherwise requires, references to "Bristow" and "Era" refer to Bristow Group Inc. and Era Group Inc., respectively, prior to the consummation of the Merger.
The shares to which this Form 3 relates are held directly or indirectly by certain funds and accounts managed by the South Dakota Investment Council ("SDIC"), a state government agency organized under the laws of the State of South Dakota.
SOUTH DAKOTA INVESTMENT COUNCIL, By: /s/ Matthew L. Clark, Name: Matthew L. Clark, Title: State Investment Officer
2020-06-22