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SUBSEQUENT EVENTS
6 Months Ended
Sep. 30, 2018
Subsequent Events [Abstract]  
Subsequent Events
SUBSEQUENT EVENTS
Columbia Acquisition
Stock Purchase Agreement On November 9, 2018, Bear Acquisition I, LLC (“Purchaser”), a newly formed wholly owned subsidiary of the Company and the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Columbia Helicopters, Inc. (“Columbia”), the shareholders of Columbia (the “Sellers”), and a shareholder representative. The Purchase Agreement provides for the acquisition by the Purchaser of all of the issued and outstanding shares of Columbia (the “Columbia Acquisition”), on the terms and subject to the conditions set forth in the Purchase Agreement.
The consideration to be paid by the Purchaser under the Purchase Agreement consists of $492.4 million in cash and shares of common stock of the Company, $0.01 par value (“Company Common Stock”), with an aggregate value of approximately $67.0 million calculated based on the volume weighted average price of the Company Common Stock for the five consecutive trading day period starting with the opening of the first primary trading session following the execution and public announcement of the Purchase Agreement, subject to an aggregate cap of approximately 6.2 million shares (the “Stock Consideration”), subject to adjustment as described in the Purchase Agreement.
The Purchase Agreement contains representations, warranties and covenants of the parties. The completion of the Columbia Acquisition is subject to the completion of certain conditions, including, but not limited to: the expiration of any waiting period applicable to the Columbia Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (“HSR”) the authorization for listing of the shares of Company Common Stock to be issued as Stock Consideration on the New York Stock Exchange, the completion of certain environmental testing, the continued employment of Steven E. Bandy as President and CEO of Columbia, the accuracy of the parties’ representations and warranties (including the absence of a “Material Adverse Effect” with respect to either party), and the receipt of other specified consents and approvals. The Purchase Agreement contains certain termination rights, including the right of either party to terminate the Purchase Agreement if the closing of the Columbia Acquisition (the “Closing”) has not occurred by April 9, 2019, subject to an additional marketing period. The Purchase Agreement also provides that, under specified circumstances where the conditions to Purchaser’s obligations to close the Columbia Acquisition have been satisfied but Purchaser has not consummated the Columbia Acquisition, Purchaser will be required to pay Columbia a termination fee of $20.0 million.
Stockholders Agreement In connection with the Columbia Acquisition, the Company and certain of the Sellers entered into a Stockholders Agreement, which will become effective at the Closing. The Stockholders Agreement provides that such Sellers may not transfer the shares of Company Common Stock received as Stock Consideration for a period of 9 months following the Closing, subject to customary exceptions. Following the Closing, the Company has agreed to, among other things, prepare and file with the Securities and Exchange Commission (“SEC”) a shelf registration statement on Form S-3, or an amendment to an existing shelf registration statement, relating to the resale by the Sellers of the shares of Company Common Stock issued as Stock Consideration. The Sellers that are party to the Stockholders Agreement will also be subject to certain additional transfer restrictions with respect to their Company Common Stock. In addition, the Sellers that are party to the Stockholders Agreement have agreed to vote all of their shares of Company Common Stock in favor of all director nominees recommended by the Company Board, against any director nominees that have not been recommended by the Board, and in accordance with the Board’s recommendation on all other matters (except that such Sellers will not be required to vote in accordance with the Board’s recommendation with respect to matters that would result in any material change to the purpose or scope of the Company, any changes to constitutional documents that would materially alter the capital structure of rights as a common stockholder, or a merger of the Company or any of its significant subsidiaries to a third party, the sale or transfer of all or substantially all of the Company’s assets or dissolution). The Stockholders Agreement also includes standstill provisions that will restrict the Sellers that are party to the Stockholders Agreement from, among other things, nominating any directors, proposing any acquisition transaction relating to all or part of the Company, initiating any stockholder proposal, or acquiring, in the aggregate amongst the Sellers and during any consecutive twelve-month period, more than 2% of the Company’s outstanding voting securities through open-market purchases.
The Stockholders Agreement will terminate on the later of (1) the date which is two years following the date of the Stockholder Agreement and (2) the first period of twenty consecutive business days following the Closing during which the stockholders beneficially own, in the aggregate, less than 7.5% of the total voting power of the Company.
Financing Arrangements In connection with the Columbia Acquisition, on November 9, 2018, the Company and Purchaser entered into a commitment letter (the “Debt Commitment Letter”), pursuant to which Jefferies Finance LLC has committed to provide a portion of the financing for the Columbia Acquisition. The Debt Commitment Letter provides for a fully committed $360 million senior secured increasing rate bridge loan facility (the “Bridge Loan Facility”).
The commitments pursuant to the Bridge Loan Facility are subject to the satisfaction of certain conditions, including (1) the execution and delivery of definitive documentation with respect to the Bridge Loan Facility in accordance with the terms set forth in the Debt Commitment Letter, (2) the Closing, and (3) the absence of any material adverse effect with respect to Columbia’s business.
Also, on November 9, 2018, the Company entered into a Commitment Letter (the “Convertible Notes Commitment Letter”) with certain private investors (collectively, the “Note Purchasers”), whereby the Company has agreed to issue, and the Note Purchasers have agreed to purchase, a minimum of $135.0 million aggregate principal amount of a new series of convertible senior secured notes of the Company (the “Convertible Notes”). The Note Purchasers also have the option to purchase up to an additional $15 million of Convertible Notes. The Convertible Notes will be secured by a pledge of the common stock of Columbia held by the Company. In connection with such pledge, the Company will be required to obtain the consent of holders of the Company's 8.75% senior secured notes due 2023 to an amendment to the related indenture. The Convertible Notes have an initial conversion premium determined based on the three trading day volume weighted average price of the Company Common Stock over the period commencing following the announcement of such consent. In addition, the Company expects Columbia to issue warrants to purchase shares of the capital stock of Columbia in the event of certain events of bankruptcy, insolvency or reorganization with respect to the Company.
The Convertible Notes and the warrants will be issued in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. The closing of the private placement is subject to the satisfaction of certain conditions, including (1) the execution and delivery of definitive documentation with respect to the Convertible Notes in accordance with the terms set forth in the Convertible Notes Commitment Letter, (2) the Closing, (3) the receipt of the consent described above and (4) the absence of any material adverse effect with respect to Columbia’s business.
Subscription Agreements In connection with the Purchase Agreement, the Company entered into subscription agreements with certain employees of Columbia, pursuant to which the Company has agreed to issue and the employees have agreed to purchase an aggregate of $10.0 million worth of Company Common Stock (calculated based on the volume weighted average price of the Company Common Stock for the five consecutive trading day period starting with the opening of the first primary trading session following the execution and public announcement of the Purchase Agreement, subject to an aggregate cap of approximately 0.9 million shares, for the purpose of funding the Columbia Acquisition consideration) (the “Subscription Agreements”) at the Closing. The shares of Company Common Stock are subject to repurchase by the Company upon the occurrence of certain events of termination of employment within two years after the Closing. In addition, the Company agreed to award such employees at Closing restricted stock units under the Company’s 2007 Long Term Incentive Plan.
CEO Transition
On November 9, 2018, the Company announced the upcoming retirement of Jonathan E. Baliff. Thomas N. Amonett, Vice-Chairman of the Board of Directors of Bristow, has been appointed to serve as the interim President of the Company during the CEO transition process. The Corporate Governance and Nominating Committee of the Board of Directors is leading the search for a new CEO, with input from the Board of Directors and the support of an executive search firm.
Until Mr. Baliff’s retirement, he will focus on integration planning for the Columbia Acquisition. Mr. Baliff will resign from the Board of Directors concurrently with the effectiveness of his retirement.
The senior management of the Company will report directly to Mr. Amonett, who will work closely with Thomas C. Knudson, Chairman of the Board of Directors, to oversee operations. Mr. Baliff will continue to report to the Board of Directors.