Form 8-K Bristow Group Inc For: Mar 14

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March 18, 2019 6:46 AM EDT





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): March 14, 2019
 
 
 
Commission file number 001-31617
    



BRISTOW GROUP INC.
(Exact name of registrant as specified in charter)
 

Delaware
 
72-0679819
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

 

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
 

None

Former name, former address and former fiscal year, 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):

☐    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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01. Other Events.
As previously disclosed by Bristow Group Inc. (the “Company”), the failure to file the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 would, if the Form 10-Q is not filed prior to the expiration of applicable grace periods, result in an event of default under certain of the Company’s loan agreements, unless waived or extended. As of March 15, 2019, the relevant parties to all such agreements which provided for the current or future right to accelerate such indebtedness on or prior to April 15, 2019 had waived any breach arising under such agreements to extend the grace period for filing the Form 10-Q until April 15, 2019, in each case subject to certain conditions. The Company continues to work towards filing its Form 10-Q as soon as possible.

PK Credit Agreement Waiver Letter
On March 14, 2019, the Company and Bristow Equipment Leasing Ltd. (the “PK Borrower”) entered into a waiver letter (the “PK Waiver Letter”) with PK AirFinance S.à r.l., as agent and security trustee (acting with the consent of PK Transportation Finance Ireland Limited, as sole lender), with respect to the term loan credit agreement dated as of July 17, 2017, among the PK Borrower, PK AirFinance S.à r.l., as agent and security trustee, PK Transportation Finance Ireland Limited, as lender, and the other lenders from time to time party thereto (as amended to date, the “PK Credit Agreement”).
Pursuant to the PK Waiver Letter, the PK Borrower and the Company (as guarantor of the PK Credit Agreement) received a waiver of the breach of Section 8.1 of the PK Credit Agreement arising from the Company’s and the PK Borrower’s failure to deliver unaudited quarterly financial statements of the Company and the PK Borrower for the period ended December 31, 2018 on or prior to February 14, 2019 (the “PK Delivery Covenant Breach”), and the sole lender and the agent under the PK Credit Agreement waived any Loan Default or Loan Event of Default (each as defined in the PK Credit Agreement) arising as a result of (a) the PK Delivery Covenant Breach or (b) a cross-default attributable to the breach of any other covenants in other indebtedness similar to Section 8.1 of the PK Credit Agreement.
The PK Waiver Letter is effective as of February 14, 2019 but is subject to the conditions that (i) the required financial statements are delivered on or prior to April 15, 2019 (which date shall not be subject to the 30-day grace period otherwise applicable to covenant breaches under Section 9.1(e) of the PK Credit Agreement) and (ii) the PK Borrower does not make any voluntary unscheduled prepayment of debt for borrowed money or enter into any modifications of any terms of such debt relating to principal, interest, maturity or collateral security prior to the delivery of the required financial statements.
Macquarie Credit Agreement Limited Waiver
On March 15, 2019, the Company and Bristow U.S. LLC (the “Macquarie Borrower”) entered into a limited waiver (the “Macquarie Limited Waiver”) with Macquarie Leasing Inc., as lender, and Macquarie Bank Limited, as administrative agent and security agent, with respect to the term loan credit agreement dated February 1, 2017 among the Macquarie Borrower, Macquarie Bank Limited, as administrative agent and security agent, and the lenders from time to time party thereto (as amended to date, the “Macquarie Credit Agreement”).
Pursuant to the Macquarie Limited Waiver, the Macquarie Borrower and the Company (as guarantor of the Macquarie Credit Agreement) received a waiver of the breach of Section 5.1 of the Macquarie Credit Agreement arising from the Company’s and the Macquarie Borrower’s failure to deliver unaudited quarterly financial statements of the Company and the Macquarie Borrower for the period ended December 31, 2018 on or prior to February 14, 2019 (the “Macquarie Delivery Covenant Breach”), and the lenders and the agent under the Macquarie Credit Agreement waived any Default or Event of Default (each as defined in the Macquarie Credit Agreement) arising as a result of (a) the Macquarie Delivery Covenant Breach or (b) any Default or Event of Default (each as defined in the Macquarie Credit Agreement) arising from the occurrence of any right to accelerate any other indebtedness as a result of (i) the Macquarie Delivery Covenant Breach (or similar breach under such indebtedness) or (ii) any cross-default provisions under such indebtedness; provided that such waiver is not a waiver of any Default or Event of Default arising as a result of the acceleration of the maturity of such other indebtedness resulting from breaches of any other covenants in such other indebtedness similar to Section 5.1 of the Macquarie Credit Agreement.
The Macquarie Limited Waiver is effective as of February 14, 2019 but is subject to the conditions that (i) the required financial statements are delivered on or prior to April 15, 2019 (which date shall not be subject to the 30-day grace period otherwise applicable to covenant breaches under Section 8.1(e) of the Macquarie Credit Agreement) and (ii) the Macquarie Borrower does not make any voluntary unscheduled prepayment of debt for borrowed money or enter into any modifications of any terms of such debt relating to principal, interest, maturity or collateral security prior to the delivery of the required financial statements.


The PK Waiver Letter and the Macquarie Limited Waiver contain other representations, warranties, covenants and conditions customary for agreements of this type. The foregoing descriptions of the PK Waiver Letter and the Macquarie Limited Waiver do not purport to be complete and are qualified in their entirety by reference to the PK Waiver Letter and the Macquarie Limited Waiver, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits





Signatures

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. 
 
 
 
 
 
 
 
 
 
Date: March 18, 2019
By:
/s/ Brian J. Allman
 
 
 
Brian J. Allman
 
 
 
Senior Vice President and Chief Financial Officer
 



WAIVER LETTER
To:
Bristow Equipment Leasing Ltd. (the “Borrower”)

Bristow Group Inc. (the “Guarantor”)
Effective as of February 14, 2019 (the “Effective Date”)
Re: Credit Agreement dated as of July 17, 2017 among the Borrower, PK AirFinance S.à.r.l., in its capacity as agent (the “Agent”) and as security trustee for certain secured parties and the financial institutions named therein as lenders (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”)
Dear Sirs
1.
We refer to Section 8.2(b) of the Credit Agreement and acknowledge receipt of a notice dated February 22, 2019 from the Borrower. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
2.
Section 8.1 of the Credit Agreement requires that the Borrower deliver to the Agent unaudited quarterly financial statements of the Guarantor and the Borrower, as well as the Guarantor’s compliance certificate, within 45 days after the end of each fiscal quarter of the Guarantor. The Borrower has not complied with this covenant insofar as the unaudited quarterly financial statements of the Guarantor and the Borrower for the quarterly period ended December 31, 2018 and the related compliance certificate of the Guarantor were not provided on or before February 14, 2019 (the “Delivery Covenant Breach”). Failure to remedy the Delivery Covenant Breach within 30 days will result in a Loan Event of Default.
3.
Various Affiliates of the Borrower have agreements (the “Other Agreements”) relating to Indebtedness and which also have covenants (the “Other Covenants”) requiring the delivery of the Guarantor’s and/or such Affiliate’s quarterly financial statements; such Affiliates are requesting waivers of any breach of the Other Covenants.
4.
We (acting with the consent of PK Transportation Finance Ireland Limited, the sole Lender as of the Effective Date, and with the consent of the MAG Agent) hereby agree to a waiver of (a) any Loan Default or Loan Event of Default arising as a result of the Delivery Covenant Breach or (b) any Loan Default or Loan Event of Default arising as a result of a cross-default attributable to the breach of the Other Covenants, provided that such waiver is not a waiver of any Loan Default or Loan Event of Default arising as the result of the acceleration of the maturity of Indebtedness under the Other Agreements resulting from breaches of the Other Covenants. Such waiver shall take effect as of February 14, 2019 but shall be subject to the


conditions that (i) the financial statements referred to above are provided on or before April 15, 2019 and the Borrower undertakes to ensure such financial statements are provided by such date and agrees that such obligation shall not be subject to the 30 day period to cure a covenant breach under Section 9.1(e) of the Credit Agreement and (ii) the Borrower shall not (x) make any voluntary unscheduled prepayment of any borrowed money debt (including, for the avoidance of doubt, any borrowed money debt owed to the Lenders in respect of the Credit Agreement) or (y) enter into or agree to any modifications of any terms of such borrowed money debt related to principal, interest, maturity or collateral security, in each case, prior to the satisfaction of the condition set forth in clause (i) of this sentence.
5.
The Guarantor hereby acknowledges this letter and each of the Borrower and the Guarantor hereby confirms that each of the Borrower Guarantee and Indemnity and the Bristow Guarantee, respectively, remains in full force and effect and is hereby ratified and confirmed.
6.
This letter shall be effective as of the Effective Date upon its execution and delivery by each of the parties hereto. Except as specifically provided herein, all provisions, terms and conditions of the Credit Agreement shall remain in full force and effect and are hereby ratified and confirmed.
7.
The Borrower, the Guarantor, the Agent and the MAG Agent hereby agree that from and after the Effective Date all references in the Loan Documents and the MAG Lease Restructuring Documents to the “Credit Agreement” will be to the Credit Agreement as modified hereby and this letter shall be a “Loan Document” for the purposes of the Credit Agreement, the other Loan Documents and the MAG Lease Restructuring Documents.

8.
THIS LETTER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND SECTION 51402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) OF THE STATE OF NEW YORK.

[Signature Page to Follow.]



EXECUTION PAGE

WAIVER LETTER

PK AIRFINANCE S.À R.L., as Agent
By:
/s/ Serge Michels
 
Name:
Serge Michels
 
Title:
Senior Vice President Administration
 
By:
/s/ Yvonne Chenery
 
Name:
Yvonne Chenery
 
Title:
SVP Contracts
 


PK AIRFINANCE S.À R.L., as MAG Agent

By:
/s/ Serge Michels
 
Name:
Serge Michels
 
Title:
Senior Vice President Administration
 
By:
/s/ Yvonne Chenery
 
Name:
Yvonne Chenery
 
Title:
SVP Contracts
 

ACKNOWLEDGED AND AGREED:

BRISTOW EQUIPMENT LEASING LTD.

By:
/s/ Geoffrey L. Carpenter
 
Name:
Geoffrey L. Carpenter
 
Title:
Vice President and Treasurer
 


BRISTOW GROUP INC.

By:
/s/ Geoffrey L. Carpenter
 
Name:
Geoffrey L. Carpenter
 
Title:
Vice President and Treasurer
 



LIMITED WAIVER
THIS LIMITED WAIVER (this “Waiver”), is made and entered effective as of February 14, 2019, by and among BRISTOW U.S. LLC, a Louisiana limited liability company (the “Borrower”), the Lenders (as defined below) party hereto and MACQUARIE BANK LIMITED, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
WITNESSETH
WHEREAS, reference is made to that certain Term Loan Credit Agreement dated as of February 1, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, and Macquarie Bank Limited in its capacity as security agent for the Lenders (the “Security Agent”), pursuant to which the Administrative Agent, the Security Agent and the Lenders agreed to extend a term loan credit facility to the Borrower;

WHEREAS, Section 5.1 of the Credit Agreement requires that the Borrower deliver to the Administrative Agent and each Lender unaudited quarterly financial statements of the Guarantor and the Borrower, as well as the Guarantor’s compliance certificate, within 45 days after the end of each fiscal quarter of the Guarantor. The Borrower has not complied with this covenant insofar as the unaudited quarterly financial statements of the Guarantor and the Borrower for the quarterly period ended December 31, 2018 and the related compliance certificate of the Guarantor were not provided on or before February 14, 2019 (the “Delivery Covenant Breach”). Failure to remedy the Delivery Covenant Breach within 30 days will result in an Event of Default;

WHEREAS, the Borrower and various Affiliates of the Borrower have agreements (the “Other Agreements”) relating to Indebtedness and which also have covenants (the “Other Covenants”) requiring the delivery of the Guarantor’s and/or the Borrower’s or such Affiliate’s quarterly financial statements; the Borrower and such Affiliates are requesting waivers of any breach of the Other Covenants; and

WHEREAS, the Guarantor has identified a material weakness in internal controls over financial reporting that it expects to report in the Form 10-Q for the period ended December 31, 2018 related to the monitoring of compliance with certain non-financial covenants in certain of the Guarantor’s secured financing and lease agreements, including the Credit Agreement. The Guarantor is working with its management and its independent registered public accounting firm to compile and analyze supporting documentation in order to complete the Form 10-Q, and management and the Guarantor’s independent registered public accounting firm are evaluating any implications for the Guarantor’s financial statements for the current period and prior periods related to such material weakness and any non-compliance with such non-financial covenants.
 
NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the parties hereto agree as follows:
1.Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.


2.Limited Waivers and Consents.
(a)    Financial Statements and Cross-Defaults. Subject to the Borrower’s compliance with this Section 2(a), the Lenders hereby waive:
i.    Any Default or Event of Default under Section 8.1(e) of the Credit Agreement arising from the failure to deliver financial statements under Sections 5.1(b) and 5.1(d) of the Credit Agreement by February 14, 2019; and

ii.    Any Default or Event of Default under Section 8.1(g) arising from the occurrence of any right to accelerate any Indebtedness as a result of (i) the Delivery Covenant Breach (or similar breach under such Indebtedness) or (ii) any cross-default provisions under such Indebtedness; provided that such waiver is not a waiver of any Default or Event of Default arising as the result of the acceleration of the maturity of Indebtedness under the Other Agreements resulting from breaches of the Other Covenants.
(b)    The limited waivers set forth in this Section 2 shall take effect as of February 14, 2019 but shall be subject to the conditions that:
i.    the financial statements referred to above are provided on or before April 15, 2019 and the Borrower undertakes to ensure such financial statements are provided by such date and agrees that such obligation shall not be subject to the 30 day period to cure a covenant breach under Section 8.1(e) of the Credit Agreement; and
ii.    the Borrower shall not (x) make any voluntary unscheduled prepayment of any borrowed money debt (including, for the avoidance of doubt, any borrowed money debt owed to the Lenders in respect of the Credit Agreement) or (y) enter into or agree to any modifications of any terms of such borrowed money debt related to principal, interest, maturity or collateral security, in each case, prior to the satisfaction of the condition set forth in Section 2(b)(i).
(c)    The limited waivers set forth in this Section 2 are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document, except as expressly provided in this Waiver, or prejudice any right or rights that the Administrative Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Loan Document.
3.Conditions to Effectiveness. It is understood and agreed that this Waiver shall become effective when the Administrative Agent shall have received executed counterparts to this Waiver from the Borrower and the Required Lenders.
4.Representations and Warranties. To induce the Lenders to enter into this Waiver, the Borrower hereby represents and warrants to the Lenders as follows:

Limited Waiver
Page 2

(a)    The execution and delivery by the Borrower of this Waiver are within the Borrower’s organizational powers and have been duly authorized by all necessary organizational action;

(b)    The execution, delivery and performance by the Borrower of this Waiver (i) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not violate any Requirements of Law applicable to the Borrower or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower prohibited under the Loan Documents;

(c)    This Waiver has been duly executed and delivered for the benefit of the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies in general; and

(d)    After giving effect to this Waiver, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty under the Credit Agreement or other Loan Documents already qualified as to materiality, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

(e)    Since August 14, 2018, there has not occurred any event that has had or could reasonably be expected to have, a Material Adverse Effect.

5.Effect of Waiver. Except as set forth expressly herein, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower (to the extent that the Borrower is a party thereto) to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. Upon its effectiveness pursuant to the terms hereof, this Waiver shall constitute a Loan Document for all purposes of the Credit Agreement.
6.Costs and Expenses. The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation,

Limited Waiver
Page 3

execution and delivery of this Waiver, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel with respect thereto.
7.Miscellaneous. Sections 11.1, 11.3, 11.4, 11.5, 11.6, 11.7, 11.9, 11.10, 11.11 and 11.12 of the Credit Agreement are incorporated herein to this Waiver, mutatis mutandis, by reference as if fully set forth herein.
[Signature Pages To Follow]

Limited Waiver
Page 4


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
 
 
 
 
BRISTOW U.S. LLC
 
 
 
 
 
 
 
 
 
 
By
/s/ Geoffrey L. Carpenter
 
 
Name:
Geoffrey L. Carpenter
 
 
Title:
Manager
 
 
 
 
 
MACQUARIE LEASING INC.
 
 
a Lender
 
 
 
 
 
 
By
/s/ John Petkovic
 
 
Name:
John Petkovic
 
 
Title:
Attorney
 
 
 
 
 
 
 
By
/s/ Sarah Johnston
 
 
Name:
Sarah Johnston
 
 
Title:
Attorney
 
 
 
 
 
MACQUARIE BANK LIMITED
 
 
as Administrative Agent and as Security Agent
 
 
 
 
 
By
/s/ Peter Burton
 
 
Name:
Peter Burton
 
 
Title:
Attorney
 
 
 
 
 
 
 
By
/s/ Matthew Chapman
 
 
Name:
Matthew Chapman
 
 
Title:
Attorney
 





[Signature Page to Limited Waiver]


By its signature below, Bristow Group Inc. hereby agrees to the waivers set forth herein and hereby ratifies and confirms the obligations under the Guaranty in all respects.

BRISTOW GROUP INC.



By    /s/ Geoffrey L. Carpenter            
Name: Geoffrey L. Carpenter
Title: Vice President and Treasurer


Limited Waiver
Page 6

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