8-K

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): October 26, 2012

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31617	72-0679819
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
2103 City West Blvd.,
4th Floor
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: N/A

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))

Item 8.01. Other Events.

Final Settlement of Tender Offer

On October 26, 2012, Bristow Group Inc., a Delaware corporation (the “Company”), completed the final settlement of its previously announced cash tender offer (the “Tender Offer”) with respect to any and all of its outstanding $12,068,000 aggregate principal amount of 7 ¹/₂% Senior Notes due 2017 (the “Notes”). The Company previously completed the early settlement of the Tender Offer with respect to $337,932,000 aggregate principal amount of Notes that were validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on October 11, 2012 (the “Consent Expiration”). Holders of such Notes received $1,041.50 per $1,000 principal amount validly tendered, plus accrued and unpaid interest thereon up to (but not including), October 12, 2012.

As of 11:59 p.m., New York City time, on October 25, 2012 (the “Expiration Date”), an additional $200,000 aggregate principal amount of Notes had been validly tendered following the Consent Expiration. On October 26, 2012, the Company accepted for purchase and payment all of such Notes, and the holders of such Notes received $1,011.50 per $1,000 principal amount of the Notes validly tendered, plus accrued and unpaid interest thereon up to (but not including), October 26, 2012. The Expiration Date marked the expiration of the Tender Offer. As of the Expiration Date, $11,868,000 aggregate principal amount of Notes were not tendered and purchased pursuant to the Tender Offer and remained outstanding.

Notice of Redemption

On October 31, 2012, the Company delivered a notice of redemption to U.S. Bank National Association (the “Trustee”). The notice of redemption provides the Trustee with notice that the Company will redeem all of its outstanding $11,868,000 aggregate principal amount of the Notes on November 30, 2012 (the “Redemption Date”), in accordance with the redemption provisions contained in the Notes and the indenture with respect to the Notes.

The redemption price consists of 103.750% of the aggregate principal amount of the outstanding Notes, plus accrued and unpaid interest to (but not including), November 30, 2012 (the “Redemption Price”).

Interest on the Notes will cease to accrue on and after the Redemption Date and, provided the Company does not default in making the payment of the Redemption Price, the only remaining right of the holders of the Notes after the Redemption Date shall be the right to receive payment of such Redemption Price (together with accrued and unpaid interest, if any, to the Redemption Date).

Forward-Looking Statements

This current report contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Our forward-looking statements reflect our views and assumptions on the date of this current report regarding future events. They involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include statements discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year-ended March 31, 2012 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. We do not undertake any obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Item
99.1	Press Release, dated October 26, 2012, relating to the final settlement of the Tender Offer.
99.2	Press Release, dated October 31, 2012, announcing the redemption of the Notes.

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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.

BRISTOW GROUP INC. (Registrant)
/s/ Joseph A. Baj
By:	Joseph A. Baj
	Vice President and Treasurer

Dated: October 31, 2012

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EXHIBIT INDEX

Exhibit No.	Item
99.1	Press Release, dated October 26, 2012, relating to the final settlement of the Tender Offer.
99.2	Press Release, dated October 31, 2012, announcing the redemption of the Notes.

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EX-99.1

Exhibit 99.1

	News Release
	Contact:
	Linda McNeill
	Investor Relations
	(713)267-7622

Bristow Group Announces Expiration of Tender Offer

and Consent Solicitation for Any and All of Its

Outstanding 7 ¹/₂% Senior Notes Due 2017

HOUSTON, October 26, 2012 — Bristow Group Inc. (NYSE:BRS), the leading provider of helicopter services to the worldwide offshore energy industry, announced today the expiration and final results of the tender offer and consent solicitation (the “Tender Offer and Consent Solicitation”), commenced on September 27, 2012, to purchase any and all of its outstanding 7 ¹/₂% Senior Notes Due 2017 (the “Notes”). The Tender Offer expired on October 25, 2012, at 11:59 p.m., New York City time (the “Expiration Date”).

On Friday, October 12, 2012 (the “Initial Settlement Date”), Bristow made a payment in cash for all Notes tendered prior to 5:00 p.m., New York City Time, on October 11, 2012 (the “Consent Expiration”). As of the Consent Expiration, Bristow had received tenders and consents in respect of $337,932,000 aggregate principal amount of Notes, all of which were accepted for payment. The holders of the accepted Notes received $1,041.50, payable in cash, for each $1,000 principal amount of Notes, which included a consent payment of $30 per $1,000 of Notes, plus accrued and unpaid interest up to, but not including, the Initial Settlement Date.

Between the Consent Expiration and the Expiration Date, Bristow received tenders in respect of $200,000 aggregate principal amount of Notes, all of which were accepted for payment. A total of $11,868,000 aggregate principal amount of Notes remains outstanding.

Credit Suisse Securities (USA) LLC is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) and (212) 538-7249 (collect). Requests for documents relating to the Tender Offer and Consent Solicitation may be obtained from the Tender and Information Agent for the offer, D.F. King & Co., Inc., at (800) 967-4607 (toll-free).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. This press release does not constitute a notice of redemption or an obligation to issue a notice of redemption in respect of the Notes.

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated and one of two helicopter service providers to the offshore energy industry with global operations. Bristow has major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Brazil, Canada, Russia and Trinidad. For more information, visit Bristow’s website at www.bristowgroup.com.

FORWARD-LOOKING STATEMENTS

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements reflect our views and assumptions on the date of this press release regarding future events. They involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include statements discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year-ended March 31, 2012 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. We do not undertake any obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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EX-99.2

Exhibit 99.2

	News Release
	Contact: Linda McNeill Investor Relations (713) 267-7622

Bristow Group Announces Redemption of its 7 ¹/₂% Senior Notes due 2017

HOUSTON, October 31, 2012 – Bristow Group Inc. (NYSE: BRS), a leading provider of helicopter services to the worldwide offshore energy industry, announced today that it had called its outstanding 7 ¹/₂% Senior Notes due 2017 for redemption on October 31, 2012. The face value of the notes is $11.9 million, and the cost to redeem the notes is expected to be approximately $12.3 million. The redemption price will be 103.750% of the principal amount thereof plus any accrued and unpaid interest to the redemption date. Bristow plans to use proceeds from its offering of $450 million aggregate principal amount of 6 ¹/₄% Senior Notes due 2022 to fund the redemption.

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated and one of two helicopter service providers to the offshore energy industry with global operations. Bristow has major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Brazil, Canada, Russia and Trinidad. For more information, visit Bristow’s website at www.bristowgroup.com.

FORWARD-LOOKING STATEMENTS

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements reflect our views and assumptions on the date of this press release regarding future events. They involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include statements discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year-ended March 31, 2012 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. We do not undertake any obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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