Item 1.01. Entry into a Material Definitive Agreement.
New U.S. Subsidiary Facility Agreement
On January 10, 2023 (the "Facility Agreement Signing Date"), Bristow U.S.
Leasing LLC (the "U.S. Borrower"), a subsidiary of Bristow Group Inc. (the
"Company"), entered into a Facility Agreement (the "U.S. Facility Agreement")
among the U.S. Borrower, as borrower, the lenders from time to time party
thereto and National Westminster Bank Plc, as arranger, agent and security
agent, pursuant to which the lenders have agreed to provide commitments to make
a senior secured term loan in the amount of up to pound sterling ("GBP")
70,000,000, to be provided in two tranches of up to GBP 40,000,000 and GBP
30,000,000 (the "U.S. Borrower Term Loan"). The U.S. Facility Agreement was
entered into in order to, among other things, refinance the indebtedness under
U.S. Borrower's previous term loan credit facility with Lombard North Central
Plc, dated November 11, 2016 (the "Existing U.S. Credit Agreement"), refinance
the aircraft financed thereby, and provide additional financing to support the
Company's obligations under its contracts with the Department for Transport and
the Maritime & Coastguard Agency of the United Kingdom (collectively, the
"Department"). The borrowing of the funds under both tranches of the U.S.
Borrower Term Loan will be available until 90 days after the Facility Agreement
Signing Date. The borrowings under the U.S. Facility Agreement will be subject
to perfection of liens on the BULL Aircraft Collateral (as defined below) and
other customary borrowing conditions. The U.S. Borrower Term Loan will mature on
March 31, 2036.
Borrowings under the U.S. Facility Agreement will bear interest at an interest
rate equal to the Sterling Overnight Index Average plus 2.75% per annum.
Interest will be paid monthly or quarterly in arrears, as selected by the U.S.
Borrower. Upon receipt of a funding request, the agent shall prepare a repayment
schedule so that the U.S. Borrower will repay the loan in equal consecutive
quarterly installment payments commencing on March 31, 2023 until the maturity
date. The U.S. Facility Agreement also includes certain mandatory prepayment
events, including if (i) any aircraft are subject to a final disposition,
(ii) any aircraft are subject to an event of loss, or (iii) the Company's
contracts with the Department are terminated or partially terminated. Following
the occurrence of a mandatory prepayment event, the U.S. Borrower may be
required to repay the U.S. Borrower Term Loan in the amount of (x) insurance
proceeds related to any associated events of loss or (y) compensation proceeds
related to a partial termination of the relevant contracts or, in respect of
certain mandatory prepayment events, the agent may declare the loans immediately
due and payable.
The U.S. Borrower's obligations under the U.S. Facility Agreement will be
guaranteed by the Company and will be secured by three (3) Sikorsky S-92
helicopters and two (2) Leonardo AW189 helicopters (together, the "BULL
Aircraft"), together with the engines, and other equipment and parts that may
from time to time be installed on the BULL Aircraft and certain related assets
(collectively, the "BULL Aircraft Collateral").
In addition, the U.S. Facility Agreement includes covenants that the Company
considers customary for these types of facilities, including requirements to
maintain, register and insure the BULL Aircraft Collateral and restrictions on
the ability of the U.S. Borrower to incur additional liens on or sell the BULL
Aircraft Collateral (except to the Company and its subsidiaries). The U.S.
Borrower is also subject to a loan-to-value ("LTV") ratio covenant which is
tested annually and calculated on an aggregate basis with respect to the BULL
Aircraft and the BALL Aircraft (as defined below) and the aggregate amounts
outstanding under the U.S. Facility Agreement and the U.K. Facility Agreement
(as defined below), beginning at 80% and reducing to 25% LTV over the course of
the life of the U.S. Borrower Term Loan.
The foregoing description of the U.S. Facility Agreement does not purport to be
complete and is qualified in its entirety by reference to the U.S. Facility
Agreement, a copy of which is attached here as Exhibit 10.1 and is incorporated
by reference herein.
New U.K. Subsidiary Facility Agreement
On the Facility Agreement Signing Date, Bristow Aircraft Leasing Limited (the
"U.K. Borrower"), a subsidiary of the Company, entered into a Facility Agreement
(the "U.K. Facility Agreement") among the U.K. Borrower, as borrower, the
lenders from time to time party thereto and National Westminster Bank Plc, as
arranger, agent and security agent, pursuant to which the lenders have agreed to
provide commitments to make a term loan in
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the amount of up to GBP 75,000,000 (the "U.K. Borrower Term Loan"). The U.K.
Facility Agreement was entered into in order to, among other things, refinance
the indebtedness under U.K. Borrower's previous term loan credit facility with
Lombard North Central Plc, dated November 11, 2016 (the "Existing U.K. Credit
Agreement"), refinance the aircraft financed thereby, and provide additional
financing to support the Company's obligations under its contracts with the
Department. The borrowing of the funds under the U.K. Borrower Term Loan will be
available until 90 days after the Facility Agreement Signing Date. The borrowing
under the U.K. Facility Agreement will be subject to perfection of liens on the
BALL Aircraft Collateral (as defined below) and other customary borrowing
conditions. The U.K. Borrower Term Loan will mature on March 31, 2036.
Borrowings under the U.K. Facility Agreement will bear interest at an interest
rate equal to the Sterling Overnight Index Average plus 2.75% per annum.
Interest will be paid monthly or quarterly in arrears, as selected by the U.K.
Borrower. Upon receipt of a funding request, the agent shall prepare a repayment
schedule so that the U.K. Borrower will repay the loan in equal consecutive
quarterly installment payments commencing on March 31, 2023 until the maturity
date. The U.K. Facility Agreement also includes certain mandatory prepayment
events, including if (i) any aircraft are subject to a final disposition,
(ii) any aircraft are subject to an event of loss, or (iii) the Company's
contracts with the Department are terminated or partially terminated. Following
the occurrence of a mandatory prepayment event, the U.K. Borrower may be
required to repay the U.S. Borrower Term Loan in the amount of (x) insurance
proceeds related to any associated events of loss or (y) compensation proceeds
related to a partial termination of the relevant contracts or, in respect of
certain mandatory prepayment events, the agent may declare the loans immediately
due and payable.
The U.K. Borrower's obligations under the U.K. Facility Agreement will be
guaranteed by the Company and will be secured by (i) five (5) Leonardo AW189
helicopters (the "BALL Aircraft"), together with the engines, and other
equipment and parts that may from time to time be installed on the BALL Aircraft
and certain related assets (collectively, the "BALL Aircraft Collateral") and
(ii) the BULL Aircraft Collateral.
. . .
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 7.01 Regulation FD Disclosure
On January 11, 2023, the Company issued a press release announcing the signing
of the U.S. Facility Agreement and the U.K. Facility Agreement as described in
Item 1.01 of this Current Report on Form 8-K (this "report"). A copy of the
press release is furnished as Exhibit 99.1 to this report and incorporated by
reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that Section, and shall not be
incorporated by reference in any filing under the Securities Act.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Facility Agreement, dated as of January 10, 2023, among the
Bristow U.S. Leasing LLC, the banks and financial institutions
party thereto and National Westminster Bank Plc
10.2* Facility Agreement, dated as of January 10, 2023, among the
Bristow Aircraft Leasing Limited, the banks and financial
institutions party thereto and National Westminster Bank Plc
99.1 Press Release dated January 11, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Certain schedules and similar attachments have been omitted. The Company agrees
to furnish a supplemental copy of any omitted schedule or attachment to the
Securities and Exchange Commission upon request.
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