0001193125-17-230313.txt : 20170818 0001193125-17-230313.hdr.sgml : 20170818 20170718161656 ACCESSION NUMBER: 0001193125-17-230313 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170718 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: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2103 CITY WEST BLVD. STREET 2: 4TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7132677600 MAIL ADDRESS: STREET 1: 2103 CITY WEST BLVD. STREET 2: 4TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: OFFSHORE LOGISTICS INC DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm CORRESP

July 18, 2017

BY EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Justin Dobbie
  Legal Branch Chief
  Office of Transportation and Leisure

 

  Re: Bristow Group Inc.
    Post-Effective Amendment No. 2 to Form S-3
    Filed May 23, 2017
    File No. 333-206535

Ladies and Gentlemen:

Reference is made herein to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) on Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-206535) (the “Registration Statement”), as filed by Bristow Group Inc. (the “Company”) with the Commission on May 23, 2017, set forth in the Staff’s letter of June 2, 2017. Set forth below is the Company’s response to the Staff’s comment, preceded by the Staff’s comment for ease of reference. Reference is also made herein to the informal comment of the Staff on Post-Effective Amendment No. 2 to the Registration Statement, which comment was relayed telephonically to Baker Botts L.L.P., counsel for the Company, on July 5, 2017. Concurrently with the submission of this letter, the Company is filing Post-Effective Amendment No. 3 to the Registration Statement, addressing such comment.

General

 

1. We note that your registration statement incorporates by reference your Form 10-K for the fiscal year ended March 31, 2017, which in turn incorporates by reference Part III information from a proxy statement that you have not yet filed. Please be advised that we cannot accelerate the effective date of your registration statement until you have amended your Form 10-K to include Part III information or filed the definitive proxy statement. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations on our website.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has filed its definitive proxy statement on June 22, 2017.

U.S. Securities and Exchange Commission

Page 2

 

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If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact John D. Geddes of Baker Botts L.L.P. at (713) 229-1113.

 

Very truly yours,

 

BRISTOW GROUP INC.

By:   /s/ L. Don Miller
  L. Don Miller
  Senior Vice President and Chief Financial Officer

cc:

Sonia Bednarowski, U.S. Securities and Exchange Commission

John D. Geddes, Baker Botts L.L.P.

Andrew J. Ericksen, Baker Botts L.L.P.