8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  March 31, 2021

Bristow Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-35701	72-1455213
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3151 Briarpark Drive, Suite 700,	Houston,	Texas	77042
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code (713) 267-7600

Not Applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	VTOL	NYSE

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of an assessment of its organizational structure, Bristow Group Inc. (the “Company”) has determined that it will appoint David F. Stepanek in the newly-created role of Executive Vice President, Sales and Chief Transformation Officer. As a result, on April 1, 2021, Mr. Stepanek will cease to serve as the Company’s Executive Vice President, Chief Operating Officer, and this position will be eliminated and the responsibilities of this position will be assigned to other executives of the Company. The elimination of the Chief Operating Officer position was not a result of any disagreement between the Company and Mr. Stepanek on any matter relating to the Company’s operations, policies or practices.

Item 8.01.    Other Events.

On March 31, 2021, the Company issued a press release announcing the changes to the Company’s organizational structure including Mr. Stepanek’s new title.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated March 31, 2021.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

Signatures

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.

    

	BRISTOW GROUP INC.
Date: March 31, 2021	By:	/s/ Crystal L. Gordon
		Crystal L. Gordon Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated March 31, 2021.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

EX-99.1

Bristow Group Inc. NEWS RELEASE Bristow Announces Executive Leadership Team Reorganization • Management organization changes, effective April 1st, will help Bristow capitalize on evolving market conditions and better position the Company for long-term growth by optimizing the skills and experience of the existing leadership team members • The Company continues to be led by industry veterans with proven track record of addressing customer needs, maintaining capital discipline, protecting shareholder value, and generating free cash flow through industry cycles HOUSTON, March 31, 2021 -- Bristow Group Inc. (NYSE: VTOL) today announced changes to its executive leadership team structure that will help the Company capitalize on evolving market conditions and better position Bristow for long-term growth. The changes are effective April 1st, as the Company begins its new fiscal year. “As we continue to make progress on post-merger integration, we are reorganizing Bristow’s executive leadership team to enable the transformation of the Company’s business mix through strategic diversification into new markets, while redoubling Bristow’s commitment to remain the market leader in search and rescue and offshore helicopter solutions,” said Chris Bradshaw, President and CEO of Bristow. “These changes will optimize the talents and experience of our existing leadership team members and better align resources with the Company’s long-term strategic priorities, which include a focus on new markets such as renewables, additional government services work, and advanced air mobility.” Under the revised structure, the following changes will be made to the executive leadership team: • David Stepanek will become Executive Vice President, Sales and Chief Transformation Officer (CTO). In his new role, Stepanek will be responsible for all sales, marketing and commercial functions of the business. In addition to activities in Bristow’s existing end markets, his focus will include the transformation of Bristow’s business mix through strategic diversification into new markets. • Alan Corbett will continue to lead as Senior Vice President, EAMEA and SAR. Reporting directly to the CEO, Corbett will remain responsible for overseeing Bristow’s operations and service delivery in Africa, Australia, Norway, and the U.K., as well as Bristow’s UK Search and Rescue operations. • Samantha Willenbacher will become Senior Vice President, Americas. In this role, Willenbacher will be responsible for Bristow’s operations and service delivery in Brazil, Guyana, Suriname, Trinidad, and the United States. She will also work with our partner, Cougar Helicopters Inc., in Canada. • Stuart Stavley will assume an expanded role as Senior Vice President, Global Fleet Management, which will include the addition of Supply Chain Management and Global Exhibit 99.1

Bristow Group Inc. NEWS RELEASE Standards. In this role, he will be responsible for globally standardized maintenance programs and maintenance execution standards, operational standards, MRO and operational software standards, aircraft specifications and lease agreements, as well as all original equipment manufacturer relationships, global supply chain operations and aircraft acquisitions and sales. • Senior Vice President, Chief Financial Officer Jennifer Whalen will receive the added responsibility of overseeing our Information Technology department. She will also remain responsible for accounting, decision support, financial reporting, internal audit, investor relations, strategy and M&A, tax, and other financial functions of the Company. • There are no changes to the roles performed by Crystal Gordon, Senior Vice President, General Counsel; Mary Wersebe, Senior Vice President, Chief Administrative Officer; and James Stottlemyer, Vice President, Health, Safety and Environment. • Reporting to Stepanek will be David Martin, who will become Vice President, Commercial and New Markets. In this new role, the Company’s regional business development and sales teams focused on existing Bristow markets will report into Martin, and he will also support Stepanek in the pursuit of strategic diversification into new markets. • Reporting to Whalen will be Joe Pitzinger as Vice President, Treasurer & Corporate Development. “As the global leader in vertical flight solutions, Bristow remains steadfast in our commitment to deliver safe, efficient, and reliable service to our valued customers, while also continuing our heritage of progress through continuous improvement and innovation,” added Bradshaw. “We believe these changes are aligned with the evolving global Energy Transition and the transformation initiatives that are being implemented by many of our existing customers.” About Bristow Group Bristow Group Inc. is the leading global provider of vertical flight solutions. Bristow primarily provides aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue (“SAR”) services in several countries and public sector SAR services in the United Kingdom (“U.K.”) on behalf of the Maritime & Coastguard Agency (“MCA”). Additionally, the Company also offers ad hoc helicopter and fixed wing transportation services. Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and the U.S. To learn more, visit our website at www.bristowgroup.com. Investors Bristow Group Inc. Jennifer Whalen +1 713.369.4636 InvestorRelations@bristowgroup.com

Bristow Group Inc. NEWS RELEASE Media Bristow Group Inc. Adam Morgan +1 832.783.7927 Adam.Morgan@bristowgroup.com

XML

Cover Page	Mar. 31, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 31, 2021
Entity Incorporation, State or Country Code	DE
Entity File Number	1-35701
Entity Tax Identification Number	72-1455213
Entity Registrant Name	Bristow Group Inc.
Entity Address, Address Line One	3151 Briarpark Drive, Suite 700,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	(713)
Local Phone Number	267-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	VTOL
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0001525221
Former Address
Entity Information [Line Items]
Entity Address, Address Line One	Not Applicable