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0000950129-07-005617.txt : 20071113 0000950129-07-005617.hdr.sgml : 20071112 20071113163949 ACCESSION NUMBER: 0000950129-07-005617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071107 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bristow Group Inc CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0426 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31617 FILM NUMBER: 071238775 BUSINESS ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7132677600 MAIL ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: OFFSHORE LOGISTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 h51550e8vk.htm FORM 8-K - CURRENT REPORT e8vk

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): November 7, 2007

Bristow Group Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		001-31617 (Commission File Number)		72-0679819 (IRS Employer Identification No.)


2000 W. Sam Houston
Pkwy. S., Suite 1700
Houston, Texas		77042
(Address of principal executive offices)	(Zip Code)

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 November 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 $50 million aggregate principal amount of 7 1/2% Senior Notes due 2017 (the “Notes”) to a qualified institutional buyer 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 November 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 commitments, options and for general corporate purposes. The Notes and the Company’s existing $300 million in principal amount of 7 1/2% senior notes due 2017 will have identical terms and will be treated as a single class of securities under the Indenture.

The Company will pay interest on the Notes on March 15 and September 15 of each year, beginning on March 15, 2008. 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, the outstanding 7 1/2% senior notes due 2017 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.

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 November 7, 2007 and November 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.


Exhibit Number		Description of Exhibit

99.1		Press Release dated November 7, 2007.

99.2		Press Release dated November 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: November 13, 2007


	BRISTOW GROUP INC. (Registrant)
	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary

EX-99.1 2 h51550exv99w1.htm PRESS RELEASE DATED NOVEMBER 7, 2007 exv99w1

Exhibit 99.1

Bristow Group Announces Pricing of 7 1/2% $50 Million Senior Notes Due 2017

HOUSTON, Nov. 7 /PRNewswire-FirstCall/ — Bristow Group Inc. (“Bristow”) (NYSE: BRS) today announced the pricing of its private offering of $50 million of senior notes due 2017. The notes priced at 101.25, plus accrued interest from September 15, 2007, and will carry an interest rate of 7 1/2%. The notes offered and Bristow’s existing $300 million in principal amount of 7 1/2% senior notes due 2017 will have identical terms and will be treated as a single class of securities under the same indenture.

Bristow intends to use the net proceeds from the offering to fund additional aircraft purchases under commitments and options and for general corporate purposes. Interest is payable on March 15 and September 15 of each year, beginning March 15, 2008.

The closing of the senior notes offering is expected to occur on November 13, 2007, and is subject to the satisfaction of customary closing conditions. The notes will not initially be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.

The notes may be resold by the initial purchaser pursuant to Rule 144A and Regulation S under the Securities Act.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these notes nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Certain matters discussed in this news release are forward-looking statements that involve certain risks and uncertainties, including the offering of the notes and the use of proceeds therefrom. These risks and uncertainties include, among other things, the stability of the capital markets, other market conditions, and other factors and uncertainties inherent in providing helicopter transportation and related services discussed in Bristow’s filings with the Securities and Exchange Commission. Specifically, Bristow cannot assure you that the proposed transaction described above will be consummated on the terms currently contemplated, if at all. Bristow disclaims any obligation to update publicly its forward-looking statements, whether as a result of new information, future events or otherwise.

Contact: Bristow Group Inc.
Joe Baj, Treasurer
(713) 267-7605
joe.baj@bristowgroup.com
SOURCE: Bristow Group Inc.
CONTACT: Joe Baj, Treasurer of Bristow Group Inc., +1-713-267-7605
joe.baj@bristowgroup.com

EX-99.2 3 h51550exv99w2.htm PRESS RELEASE DATED NOVEMBER 13, 2007 exv99w2

Exhibit 99.2

Bristow Group Announces Closing of 7 1/2% $50 Million Senior Notes due 2017

HOUSTON, November 13 /PRNewswire-FirstCall/ —Bristow Group Inc. (“Bristow”) (NYSE: BRS) today announced the closing of its private offering of $50 million of senior notes due 2017. The notes priced at 101.25, plus accrued interest from September 15, 2007, and will carry an interest rate of 7 1/2%. The notes sold and Bristow’s existing $300 million in principal amount of 7 1/2% senior notes due 2017 will have identical terms and will be treated as a single class of securities under the same indenture.

The notes will not initially be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.

The notes may be resold by the initial purchaser pursuant to Rule 144A and Regulation S under the Securities Act.