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): February 18, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 18, 2019, Stephen A. King resigned as a director of Bristow Group Inc. (the “Company”). Mr. King’s resignation from the Company’s Board of Directors (the “Board”) did not result from any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. King has informed the Company that he intends to continue to serve as the Chairman of the Board of Directors of Bristow Aviation Holdings Limited for a limited period until his successor can be appointed. The Board intends to reduce the size of the Board to eliminate the vacancy created by Mr. King’s resignation.

Item 8.01. Other Events.

On February 19, 2019, the Company issued a press release announcing a continuing delay in the filing of its Quarterly Report on Form 10-Q for the three months ended December 31, 2018, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Effective as of February 19, 2019, the Company amended the ABL facilities agreement dated April 17, 2018 between, amongst others, Barclays Bank PLC (as agent), Bristow Norway AS and Bristow Helicopters Limited, as borrowers and guarantors, and the Company, as guarantor, as amended from time to time (the “ABL Agreement”), pursuant to a letter agreement effective as of February 19, 2019 and made by the Company and agreed to by Barclays Bank PLC, on behalf of the finance parties under the ABL Agreement (the “ABL Amendment”). Under the ABL Amendment, the Company received a waiver of any Default (as defined in the ABL Agreement) that would otherwise exist or occur under the ABL Agreement as a result of (i) the Company’s failure to provide its unaudited consolidated financial statements for the quarter ended December 31, 2018 within 45 days after the end of the quarter or (ii) certain representations and warranties not being correct when made due to the existence of any Default specified in the preceding clause (i); provided that the Company must provide such unaudited consolidated financial statements within 75 days after the end of the quarter. In addition, the ABL Amendment amends (i) the borrowing base determination provisions in the ABL Agreement and (ii) the maturity date of the ABL Agreement, which was previously five years from the date of the ABL Agreement, to December 14, 2021 (in each case, subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company).

The foregoing description of the ABL Amendment does not purport to be complete and is qualified in its entirety by reference to the ABL Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
10.1		Amendment to ABL Facilities Agreement, effective as of February 19, 2019
99.1		Press Release, dated as of February 19, 2019

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: February 19, 2019				By:		/s/ L. Don Miller
						L. Don Miller
						Senior Vice President and Chief Financial Officer

Exhibit 10.1

ABL facilities agreement waiver request letter

 

To:	BARCLAYS BANK PLC

as Agent under the Facilities Agreement (as defined below)

and on behalf of the Finance Parties under the Facilities Agreement

 

Address:		745 7th Avenue New York NY 10019
Electronic mail address:		[email protected]
For the attention of:		Komal Ramkirath

 

To:	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

as Lender under the Facilities Agreement (as defined below)

19 February 2019

Dear Sirs,

ABL Facilities Agreement – Waiver Request

 

1.	BACKGROUND

1.1    We refer to the ABL facilities agreement dated 17 April 2018 between, amongst others, Barclays Bank PLC (as agent), Bristow Norway AS and Bristow Helicopters Limited as borrowers and guarantors and Bristow Group Inc. as a guarantor, as amended from time to time including on 7 November 2018 (the “Facilities Agreement”).

1.2    Pursuant to paragraph (b) of clause 25.1 (Financial statements) of the Facilities Agreement, the Parent was required to deliver its unaudited consolidated financial statements for the Financial Quarter ending on 31 December 2018 within 45 days after the end of such Financial Quarter. The Parent has not done so. Such financial statements are also required to be delivered pursuant to certain other agreements governing Financial Indebtedness and other contracts. This letter serves as a notification of the Default arising therefrom for the purposes of clause 25.8 (Notification of Default) of the Facilities Agreement. The Parent intends to remedy such Default by ensuring such financial statements are provided prior to events of default or analogous events arising as a result of such failure and is seeking extensions of time periods where necessary to ensure that this is the case.

1.3    In addition, this letter sets out certain amendments to the Facilities Agreement which have been agreed between the Agent and ourselves as Obligors’ Agent.

1.4    In accordance with Clause 42 (Amendments and Waivers) of the Facilities Agreement we (on behalf of ourselves and as Obligors’ Agent on behalf of each other Obligor) request that the Majority Lenders consent to the terms of this letter, the waiver of certain Defaults as set out in paragraph 2.1 below (collectively, the “Waivers”) and the amendments set out in paragraph 3 below (the “Amendments”) which, in each case, shall take effect on the Effective Date (as defined below).

ABL facilities agreement waiver request letter

 

2.

WAIVERS

2.1    We request the consent of the Majority Lenders, and, subject to paragraph 2.2 below, by countersigning this Letter the Agent (acting on behalf of the Finance Parties) agrees to, with effect on and from the Effective Date (as defined below), waive:

 

(a)

any Default which would otherwise exist or occur under or pursuant to clause 28.3 (Other obligations) of the Facilities Agreement as a result of the Parent failing to provide its unaudited consolidated financial statements for the Financial Quarter ending on 31 December 2018 within the time period required pursuant to paragraph (b) of Clause 25.1 (Financial statements) of the Facilities Agreement; and

 

(b)

any Default which would otherwise exist or occur under or pursuant to clause 28.4 (Misrepresentation) of the Facilities Agreement which exists or occurs as a result of the representation and warranty in paragraph (a) of clause 24.12 (No default) of the Facilities Agreement not being correct when made at any time on or prior to the Effective Date (as defined below), to the extent such representation and warranty was or is not correct when made as a result of the existence of any Default expressly specified in sub-paragraph (a) of this paragraph 2.1 as being waived with effect from the Effective Date (subject to paragraph 2.2 below).

2.2    The Waivers shall take effect on the Effective Date (as defined below) but shall be subject to the conditions that:

 

(a)

the financial statements referred to in paragraph 2.1(a) above are provided by the date falling 75 days after 31 December 2018 and the Parent undertakes to ensure such financial statements are provided by such date and agrees that such obligation shall not be subject to the three Business Day period to cure a Default under paragraph (b) of clause 28.3 (Other obligations) of the Facilities Agreement; and

 

(b)

the Parent (or an Affiliate of the Parent) pays to the Agent, for the account of each Consenting Lender (as defined below), a consent fee equal to 0.05 per cent. of that Consenting Lender’s Revolving Facility Commitment as of the Effective Date. The Parent shall pay such consent fee on the Effective Date if it receives the copy of this letter countersigned by the Agent at or prior to 1.00pm New York time on the Effective Date or the following Business Day if it receives the copy of this letter countersigned by the Agent after 1.00pm New York time on the Effective Date and if the Parent fails to make such payment when due as required herein the Waivers shall cease to apply.

2.3    We confirm that to the best of our knowledge and belief at the time of delivery of the most recent Aggregate Borrowing Base Certificate none of the written factual information and written data in, or provided in connection with, such Aggregate Borrowing Base Certificate contained any untrue statement of fact or omitted to state any fact or other information necessary to make such information and data not misleading at the time such Borrowing Base Certificate was provided to the Agent in light of the circumstances under which such information or data was furnished.

2.4    We request that each Lender confirms its response to the above requests and the Waivers by no later than 12:00 p.m. in New York on 19 February 2019 or such later time and/or date as we may notify to the Agent pursuant to paragraph 2.5 below (the “Consent Deadline”). Each Lender providing its consent pursuant to this paragraph 2.4 prior to the Consent Deadline shall be a “Consenting Lender”.

2.5    We reserve the right to extend the Consent Deadline at our absolute discretion by written notice to the Agent. By providing its consent to the terms of this letter pursuant to paragraph 2.4, each Lender providing such consent also authorizes the Agent and the Security Agent to enter into such additional documentation and take such other action as it is reasonably required to give effect to the Waivers.

ABL facilities agreement waiver request letter

 

2.6    We request that the Agent promptly notify us when it has received from the Majority Lenders the required consents requested in this letter.

 

3.    AMENDMENTS

With effect from the Effective Date, the Facilities Agreement shall be amended as follows:

 

(a)

in the definition of “Borrowing Base” in clause 1.1 (Definitions) of the Facilities Agreement, in paragraph (a)(iii), the reference to “USD 10,000,000” shall be replaced by a reference to “USD 5,000,000”; and

 

(b)

paragraph (a) of the definition of “Termination Date” in clause 1.1 (Definitions) of the Facilities Agreement shall be deleted and replaced with:

“(a)    14 December 2021;”

 

4.    GUARANTEE

AND SECURITY CONFIMRATIONS

Each of the Guarantors, by their signature or countersignature of this letter:

 

(a)

consents to the amendments of the Facilities Agreement effected by paragraph 3 above;

 

(b)

confirms for the benefit of the Finance Parties that:

 

(i)

its obligations as a Guarantor under clause 23 (Guarantee and indemnity) of the Facilities Agreement (the “Guaranteed Obligations”) are not discharged or otherwise affected by those amendments or the other provisions of this letter and shall accordingly continue in full force and effect; and

 

(ii)

the Guaranteed Obligations shall, after the Effective Date, extend to the obligations of each Obligor under the Facilities Agreement, as amended by this letter.

 

5.    MISCELLANEOUS

5.1    Any confirmation or consent given by a Lender in response to the requests made under this letter will be irrevocable and will bind that Lender and its permitted transferees or assignees.

5.2    Terms defined in the Facilities Agreement have the same meanings in this letter unless the context otherwise requires. The provisions of Clause 1.2 (Construction) of the Facilities Agreement apply to this letter as though they were set out in full in this letter except that references to the Facilities Agreement are to be construed as references to this letter.

5.3    Bristow Group Inc. enters into this letter for itself and in its capacity as the Obligors’ Agent (in accordance with Clause 2.4 (Obligors’ Agent) of the Facilities Agreement).

5.4    By your countersignature of this letter, you confirm that the consents requested in this letter have been given by the Majority Lenders.

5.5    Save as expressly set out in this letter:

 

(a)

except as amended by the Amendments, the Finance Documents remain in full force and effect; and

 

(b)

nothing in this letter shall constitute or be construed as a waiver or compromise of any other term or condition of the Finance Documents or any of the Finance Parties’ rights in relation to them which for the avoidance of doubt shall continue to apply in full force and effect.

ABL facilities agreement waiver request letter

 

5.6    With effect from the Effective Date this letter is designated as a Finance Document for the purposes of the Facilities Agreement. With effect from the Effective Date, the Facilities Agreement and this letter will be read and construed as one document and the Amendments shall be effective. For the purposes of this letter the “Effective Date” means the date on which the Agent provides the Obligors’ Agent with a copy of this letter countersigned by the Agent. The Agent shall promptly after the Effective Date occurs confirm the same to the Lenders and the Obligors’ Agent.

5.7    This letter may be executed in any number of counterparts and all those counterparts taken together shall be deemed to constitute one and the same letter. Delivery of a counterpart of this letter by e-mail attachment or telecopy shall be an effective mode of delivery.

5.8    This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

5.9    The provisions of Clauses 40 (Partial invalidity) and 49 (Enforcement) of the Facilities Agreement apply to this letter as though they were set out in full in this letter except that references to the Facilities Agreement are to be construed as references to this letter.

Please sign and return to us a counterpart of this letter in order to indicate your agreement to its terms.

Yours faithfully

 

/s/ Geoffrey L. Carpenter for and on behalf of

Bristow Group Inc. for itself, as an Original Guarantor, and as Obligors’ Agent for and on behalf of each other Obligor

/s/ Alan Corbett for and on behalf of

Bristow Norway AS

as Original Guarantor

/s/ Alan Corbett for and on behalf of

Bristow Helicopters Limited

as Original Guarantor

ABL facilities agreement waiver request letter

 

We acknowledge and agree to the terms of this letter and confirm that the waivers requested in this letter have been agreed by the Majority Lenders and that the Waivers shall take effect on the Effective Date.

THE AGENT

 

For and on behalf of
Barclays Bank PLC as Agent and on behalf of the Finance Parties
By:		/s/ Joseph Jordan
By:		Joseph Jordan
Date: February 19, 2019
Agreed and accepted by:
THE LENDER
Credit Suisse AG, Cayman Islands Branch as Lender
By:		/s/ Vipul Dhadda
		Vipul Dhadda
		Authorized Signatory
By:		/s/ Michael Del Genio
		Michael Del Genio
		Authorized Signatory
Date: February 18, 2019

Exhibit 99.1

 

Bristow Provides Update on Status of Form 10-Q Filing

HOUSTON, TX – February 19, 2019, Bristow Group Inc. (NYSE: BRS) today announced that it continues to work towards filing its quarterly report on Form 10-Q for the period ended December 31, 2018 (the “Form 10-Q”) as soon as possible. The Company does not intend to comment further until the Form 10-Q has been filed.

The Company is not yet able to file the Form 10-Q because additional time is required for the Company to complete a review of its existing processes and controls to ensure compliance with non-financial covenants within certain secured financing and helicopter lease agreements. At this time, the Company is not aware of any non-compliance with the non-financial covenants in its secured financing and helicopter lease agreements that has not been waived or previously cured, other than non-compliance resulting from the failure to timely file the Form 10-Q. The Company has not detected any indications of accounting irregularities or impropriety in this process.

The determination of the existence of a control deficiency related to these matters, which has been classified as a material weakness in the Company’s internal controls over financial reporting, and the need to assess possible non-compliance with all non-financial covenants commenced when the Company’s senior management became aware that certain pledged and leased helicopter engines were not matched to specific pledged or leased helicopter airframes or returned to such airframes within specified periods, as is required under certain of the secured financing and helicopter lease agreements. The removal and replacement of engines and components from helicopters is part of the Company’s normal ongoing maintenance activities; however, since certain of those helicopter engines and airframes are pledged to lenders or leased from lessors, the removal of a pledged or leased engine from a pledged or leased airframe can create issues of non-compliance with certain of the secured financing and helicopter lease agreements. All issues related to this matter were cured prior to December 31, 2018 for all but nine helicopter engines (relating to three agreements) where the pledged or leased engines were not returned to the pledged or leased airframes within specified periods due to delays with certain of the Company’s maintenance service providers. The Company has obtained waivers of such non-compliance under the applicable agreements related to such helicopter engines. The issues detected, which have all been cured or waived, involve a small subset of the approximately 385 helicopter engines that are subject to the Company’s secured financings or helicopter leases.

 

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The material weakness and the matters the Company is continuing to assess for their impact on the Company’s balance sheet classification of debt balances and related disclosures are limited to possible non-compliance with non-financial covenants.

The completion of the foregoing assessment is required in order for the Company to develop a remediation plan related to the control deficiency in this area, and for the Company and its auditors to determine the Company’s compliance with non-financial covenants under these agreements as of December 31, 2018 and in prior periods.

As a result of these issues, unless certain actions are taken, accounting rules may require the Company to reclassify certain debt balances from long-term to short-term. These actions may include obtaining waivers from the Company’s secured equipment financing lenders and helicopter lessors for potential non-compliance with non-financial covenants that may have existed prior to December 31, 2018 or obtaining waivers for any specific instances of non-compliance with non-financial covenants that existed as of December 31, 2018.

The Company’s failure to file the Form 10-Q timely 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 financing and lease agreements, unless waived or extended.

The classification of certain debt balances as short-term as of December 31, 2018, or for prior periods, likely would result in the Company’s determination that there is a requirement to include disclosure about the Company’s ability to continue as a going concern in the Form 10-Q and applicable prior filings. In order to avoid a breach of covenants in the Company’s secured equipment financings that require delivery of annual audited financial statements without any going concern explanation or limitation, the Company would need to seek waivers from its secured equipment financing lenders if such going concern disclosure determination is made with respect to the Form 10-K previously filed for the fiscal year ended March 31, 2018.

Further discussion of the material weakness and any financial statement implications, including any related revisions to the Company’s previously issued financial statements, if required, will be included in the Form 10-Q and in amendments to prior filings, where required.

The Company expects to receive a notice from the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01E of the NYSE Listed Company Manual due to the delay in filing its quarterly report on Form 10-Q for the period ended December 31, 2018. The NYSE routinely issues such notices in such situations. The Company expects that it will regain compliance with the NYSE listing standards upon filing the Form 10-Q, and is working towards filing the Form 10-Q as soon as possible.

 

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ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading global industrial aviation services provider offering helicopter transportation, search and rescue (SAR) and aircraft support services to government and civil organizations worldwide. 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 Australia, Brazil, Canada, Russia and Trinidad. Bristow provides SAR services to the private sector worldwide and to the public sector for all of the U.K. on behalf of the Maritime and Coastguard Agency. For more information, visit bristowgroup.com.

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this news release that state Bristow’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. These forward-looking statements include statements regarding compliance with its non-financial covenants; completion of its material weakness analysis and remediation plan; its ability to seek and obtain waivers for any instances of non-compliance with covenants or if it is determined that there is substantial doubt about the Company’s ability to continue as a going concern; and its classification of debt balances as current or non-current and other statements identified by words such as “will,” “expect,” “believe,” “anticipate,” “estimate,” “should,” “intend,” “plan,” “potential,” “predict,” “project,” “aim,” “hope,” “predict,” and similar words, phrases and expressions, although not all forward-looking statements include such words, phrases or expressions. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could cause events or results to differ materially from those anticipated include but are not limited to the following: the completion of the Company’s review of its internal controls and its remediation plan for any material weaknesses therein; actions by the Company’s lenders and lessors; and the impact of any reclassification of the Company’s debt balances on its assessment of whether there is substantial doubt about its ability to continue as a going concern. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2018 and quarterly report on Form 10-Q for the quarter ended September 30, 2018. Bristow Group Inc. disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.

Investor Relations

Linda McNeill

Director, Investor Relations

+1 713.267.7622

Global Media Relations

Adam Morgan

Director, Global Communications

+1 281.253.9005

 

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