DEBT

Debt as of March 31, 2017 and 2016 consisted of the following (in thousands):



	March 31,
	2017			2016
6 ¼% Senior Notes due 2022	$	401,535		$	401,535
Term Loan	261,907			335,665
Term Loan Credit Facility	45,900			200,000
Revolving Credit Facility	139,100			144,000
Lombard Debt	196,832			—
Macquarie Debt	200,000			—
Airnorth Debt	16,471			19,652
Eastern Airways Debt	15,326			15,643
Other Debt	16,293			24,394
Unamortized debt issuance costs	(11,345		)	(8,917		)
Total debt	1,282,019			1,131,972
Less short-term borrowings and current maturities of long-term debt	(131,063		)	(60,394		)
Total long-term debt	$	1,150,956		$	1,071,578

6 ¼% Senior Notes due 2022 — On October 12, 2012, we completed an offering of $450 million of the 6 ¼% Senior Notes. The 6 ¼% Senior Notes are our unsecured senior obligations and are jointly and severally guaranteed on a senior unsecured basis by certain of our U.S. subsidiaries (the “Guarantor Subsidiaries”). The indenture for our 6 ¼% Senior Notes includes restrictive covenants which limit, among other things, our ability to incur additional debt, issue disqualified stock, pay dividends, repurchase stock, invest in other entities, sell assets, incur additional liens or security, merge or consolidate the Company and enter into transactions with affiliates. Interest on the 6 ¼% Senior Notes is payable on April 15 and October 15 of each year and the 6 ¼% Senior Notes mature on October 15, 2022. We may redeem any of the 6 ¼% Senior Notes at any time on or after October 15, 2017, in whole or part, in cash, at certain redemption prices plus accrued and unpaid interest, if any, to the date of redemption. At any time prior to October 15, 2017, we may redeem all, but not less than all, of the 6 ¼% Senior Notes at a redemption price equal to the principal amount plus an applicable premium and accrued and unpaid interest, if any, to the redemption date. We incurred financing fees of $7.4 million, that are included as deferred financing fees in other assets in the consolidated balance sheets which we will amortize as interest expense in the consolidated statements of operations over the life of the 6 ¼% Senior Notes.

In fiscal year 2015, we repurchased $48.5 million principal amount of the 6 ¼% Senior Notes in the open market at 103.75% to 107.75%, plus accrued interest, for a total of $52.0 million. In connection with these repurchases, we incurred $2.6 million in premium and fees which are included in extinguishment of debt on our consolidated statement of operations, and wrote-off $0.7 million of unamortized deferred financing fees, which is included in interest expense, net on our consolidated statement of operations.

Revolving Credit Facility and Term Loan — As of March 31, 2017, our amended and restated revolving credit and term loan agreement (the “Amended and Restated Credit Agreement”), included a $400 million revolving credit facility with a subfacility of $30 million for letters of credit (the “Revolving Credit Facility”, and a five-year, $350 million term loan (the “Term Loan”) (together with the Revolving Credit Facility and the Term Loan Credit Facility described below, collectively the “Senior Credit Facilities”, and the Senior Credit Facilities, together with the Lombard Debt and the Macquarie Debt described below, the “Credit Facilities”)). As of March 31, 2017, we had $139.1 million in borrowings outstanding and $0.6 million in letters of credit outstanding under the Revolving Credit Facility and $262.1 million outstanding under the Term Loan excluding $0.2 million of unamortized discount. The Revolving Credit Facility and the Term Loan mature in April 2019.

As of March 31, 2017, borrowings under the Amended and Restated Credit Agreement bear interest at an interest rate equal to, at our option, either the Base Rate or LIBOR (or EURIBO, in the case of Euro-denominated borrowings) plus the applicable margin. “Base Rate” means the higher of (1) the prime rate and (2) the Federal Funds rate plus 0.50% per annum. The applicable margin for borrowings ranged from 0.00% to 2.50% prior to entering into the Eighth Amendment discussed below, and thereafter, ranges from 0.50% to 3.50%, depending on whether the Base Rate or LIBOR was used and based on our leverage ratio pricing grid. In addition, we are required to pay fees on the daily unused amount of the Revolving Credit Facility in an amount per annum equal to an applicable percentage, which ranges from 0.25% to 0.625% and based on our leverage ratio pricing grid. Fees owed on the letters of credit issued under the Revolving Credit Facility are equal to the applicable margin for LIBOR borrowings. The interest rate was 3.79% and 2.69% as of March 31, 2017 and 2016, respectively.

As of March 31, 2017, obligations under the Amended and Restated Credit Agreement were guaranteed by the Guarantor Subsidiaries and secured by the U.S. cash and cash equivalents, accounts receivable, inventories, non-aircraft equipment, prepaid expenses and other current assets, intangible assets and intercompany promissory notes held by Bristow Group Inc. and the Guarantor Subsidiaries, and 100% and 65% of the capital stock of certain of our principal domestic and foreign subsidiaries, respectively, as well as the aircraft pledged in connection with the Eighth Amendment described below. In addition, the Amended and Restated Credit Agreement included customary covenants, including certain financial covenants and restrictions on our ability to enter into certain transactions, including those that could result in the incurrence of additional indebtedness and liens; the making of loans, guarantees or investments; sale of assets; payments of dividends or repurchases of our capital stock; and entering into transactions with affiliates.

On November 5, 2015, simultaneously with the closing of a senior secured term loan credit agreement (the “Term Loan Credit Agreement”) which provides for $200 million of term loan commitments (the “Term Loan Credit Facility”) described below, we entered into the seventh amendment to the Amended and Restated Revolving Credit and Term Loan Agreement (“Seventh Amendment”) which permitted, among other things: (i) entry into the Term Loan Credit Facility and the incurrence of indebtedness thereunder and (ii) the granting of liens by the Company and the Guarantor Subsidiaries in favor of the lenders under the Term Loan Credit Facility on a pari passu secured basis with the liens granted in favor of the lenders under the Amended and Restated Revolving Credit and Term Loan Agreement.

On May 23, 2016, we entered into an eighth amendment to the Amended and Restated Credit Agreement (the “Eighth Amendment”) that, among other things, (a) replaced the maximum leverage ratio requirement with a maximum senior secured leverage ratio, defined as the ratio of the sum of senior secured debt and the present value of obligations under operating leases to consolidated EBITDA for the most recent four consecutive fiscal quarters, which ratio may not be not greater than 4.25:1.00 for each fiscal quarter ending during the period from March 31, 2016 through September 30, 2017 and 4.00:1.00 for each fiscal quarter ending thereafter, (b) replaced the interest coverage ratio requirement with a minimum current ratio, defined as the ratio of the sum of consolidated current assets minus the book value of aircraft held for sale plus the unused amount of aggregate revolving commitments less $25 million to consolidated current liabilities, which may not be not less than 1.00:1.00 as of the last day of each fiscal quarter, (c) allowed for the issuance of certain additional indebtedness when the leverage ratio exceeds 4.75:1.00, including (i) unsecured, subordinated or convertible indebtedness to refinance outstanding term loans under the Amended and Restated Credit Agreement and the Term Loan Credit Agreement, (ii) additional unsecured, subordinated or convertible indebtedness of up to $100 million in principal amount, (iii) equipment financings, including, without limitation, aircraft sale and leaseback transactions, and (iv) financings of U.K. bases with respect to helicopter SAR services and (d) limited cash dividends on our Common Stock to $0.07 per share per quarter. In addition, in connection with the Eighth Amendment and the first amendment to the Term Loan Credit Agreement described below, certain of our U.S. subsidiaries have granted liens on certain of their aircraft to secure our obligations under the Amended and Restated Credit Agreement and the Term Loan Credit Agreement on a pari passu secured basis in favor of the lenders under each such agreement. Also as part of the Eight Amendment, the applicable margin for borrowings under the Amended and Restated Credit Agreement ranges from 0.50% to 3.50%, depending on whether the Base Rate or LIBOR was used and based on our leverage ratio pricing grid.

During fiscal year 2017, we had borrowings of $300.6 million and made payments of $305.5 million under the Revolving Credit Facility. Additionally, during fiscal year 2017 we paid $73.9 million to reduce our borrowings under the Term Loan.

Term Loan Credit Facility — On November 5, 2015, we entered into the Term Loan Credit Agreement as discussed above. Proceeds from the Term Loan Credit Facility were initially used to repay loans outstanding under our $400 million Revolving Credit Facility. The additional liquidity was used for capital expenditures, working capital needs and general corporate purposes. The interest rate at closing was LIBOR plus a borrowing margin of 2.0%. The Term Loan Credit Facility is guaranteed by certain of our Guarantor Subsidiaries and secured by the U.S. cash and cash equivalents, accounts receivable, inventories, non-aircraft equipment, prepaid expenses and other current assets, intangible assets and intercompany promissory notes held by the Company and the Guarantor Subsidiaries, and 100% and 65% of the capital stock of certain of our principal domestic and foreign subsidiaries, respectively, as well as certain aircraft as discussed above under “Revolving Credit Facility and Term Loan.” In addition, the Term Loan Credit Facility includes customary covenants, including certain financial covenants and restrictions on our ability to enter into certain transactions, including those that could result in the incurrence of additional indebtedness and liens; the making of loans, guarantees or investments; sale of assets; payments of dividends or repurchases of our capital stock; and entering into transactions with affiliates. The Term Loan Credit Facility matures in November 2017.

On May 23, 2016, we entered into the first amendment to the Term Loan Credit Agreement that, among other things, incorporates, as applicable, the provisions of the Eighth Amendment described above.

During fiscal year 2017, we paid $154.1 million to reduce the borrowings under the Term Loan Credit Facility.

Lombard Debt — On November 11, 2016, certain of our subsidiaries entered into two, seven-year British pound sterling denominated secured equipment term loans for an aggregate $200 million U.S. dollar equivalent with Lombard North Central Plc, a part of the Royal Bank of Scotland (the “Lombard Debt”). In December 2016, the first loan amount of $109.9 million (GBP 89.1 million) funded and the borrower prepaid scheduled principal payments of $4.5 million (GBP 3.7 million). The proceeds from this financing were used to finance the purchase by the borrower thereunder of three SAR aircraft utilized for our U.K. SAR contract from a subsidiary. In January 2017, the second loan amount of $90.1 million (GBP 72.4 million) funded. The proceeds from this financing were used to finance the purchase by the borrower thereunder of five SAR aircraft utilized for our U.K. SAR contract from a subsidiary. The borrowers’ respective obligations under the financings are guaranteed by the Company, and each financing is secured by the aircraft purchased by the applicable borrower with the proceeds of its loan. The credit agreements governing the Lombard Debt includes covenants, including requirements to maintain, register and insure the respective SAR aircraft secured thereunder, and restrictions on the respective borrower thereunder to incur additional liens on or sell the respective SAR aircraft secured thereunder (except to the Company and its subsidiaries). Borrowings under the financings bear interest at an interest rate equal to the ICE Benchmark Administration Limited LIBOR (or the successor thereto) plus 2.25% per annum. The financing which funded in December 2016 matures in December 2023 and the financing which funded in January 2017 matures in January 2024.

Macquarie Debt — On February 1, 2017, one of our wholly-owned subsidiaries entered into a term loan credit agreement for a $200 million five-year secured equipment term loan with Macquarie Bank Limited (the “Macquarie Debt”). In conjunction with closing and funding under such term loan, we have agreed to lease five helicopters for lease terms ranging from 60 to 63 months from Wells Fargo Bank Northwest, N.A., acting as owner trustee for Macquarie Aerospace Inc., an affiliate of Macquarie Bank Limited. The borrower's obligations under the credit agreement are guaranteed by the Company and secured by 20 oil and gas aircraft. The financing funded on March 7, 2017. Borrowings under the financing bear interest at an interest rate equal to the ICE Benchmark Administration Limited LIBOR (or the successor thereto) plus 5.35% per annum. The proceeds from the financing were used to repay $154.1 million of our Term Loan Credit Facility and $45.9 million of our Term Loan.

The credit agreement governing the Macquarie Debt includes covenants, including requirements to maintain, register and insure the respective aircraft secured thereunder, and restrictions on the respective borrower thereunder to incur additional liens on or sell the respective aircraft secured thereunder (except to the Company and its subsidiaries). The Macquarie Debt matures in March 2022.

Airnorth Debt— Airnorth’s outstanding debt includes interest bearing term loans of $16.5 million as of March 31, 2017. The term loans primarily relate to the purchase of aircraft, have a remaining term of approximately three to seven years, and consist of a term loan with interest at LIBOR plus a margin of 2.85% and two term loans each with a fixed rate of 3.1% plus the Reserve Bank of Australia cash rate of 2.0%. The term loans have customary covenants, including certain financial covenants, and varying principal payments.

Eastern Airways Debt — Eastern Airways’ outstanding debt includes interest bearing term loans and borrowings under a revolving credit facility totaling $15.3 million as of March 31, 2017. The term loans were used to refinance other Eastern indebtedness in October 2015 and bear interest at LIBOR plus a margin of 1.75%. The interest rate on the term loans was 1.971% as of March 31, 2017. These term loans have quarterly principal payments and mature on August 31, 2018. Borrowings under the revolving credit facility are used for general corporate, working capital and capital expenditure purposes, and bear interest at LIBOR plus a margin of 1.75%. All outstanding obligations under the revolving credit facility will mature on August 31, 2018.

Other Debt — Other debt primarily includes amounts payable relating to the third year earn-out payment for our investment in Cougar totaling $16.0 million that was subsequently paid in April 2017.

Other Matters — Aggregate annual maturities (which excludes unamortized discount of $0.2 million and unamortized debt issuance costs of $11.3 million) for all debt for the next five fiscal years and thereafter are as follows (in thousands):



Fiscal year ending March 31
2018	$	134,009
2019	77,397
2020	351,437
2021	28,559
2022	157,664
Thereafter	544,491
	$	1,293,557

Interest paid in fiscal years 2017, 2016 and 2015 was $51.4 million, $41.8 million and $38.0 million, respectively. Capitalized interest was $10.2 million, $10.6 million and $14.6 million in fiscal years 2017, 2016 and 2015, respectively.

GE Commitment Letter — On February 2, 2017, we executed a commitment letter for an approximate six-year, $230 million secured equipment financing with PK Transportation Finance Ireland Limited, a part of GE Capital Aviation Services (“GECAS”). As part of this financing, which is subject to entering into definitive agreements, Milestone Aviation Group Limited (“Milestone”), a GECAS company, will defer up to $25 million in lease rentals on certain Airbus Helicopters EC225LP (also known as a H225) model helicopters on lease to us. The financing is intended to be secured by up to 20 oil and gas aircraft. Borrowings under the financing will bear interest at an interest rate equal to the ICE Benchmark Administration Limited LIBOR (or the successor thereto) plus 5% per annum. We expect this financing to close no later than June 30, 2017. The proceeds from the financing are expected to be used to repay amounts outstanding under our existing bank indebtedness. As part of executing the commitment letter, we extended three Sikorsky S-92 leases by two years each with Milestone.