HOUSTON, Jan. 14, 2026/ PRNewswire/– Bristow Group Inc. (NYSE: VTOL) (the “Business” or “Bristow”) revealed today the rates of an upsized personal offering of $ 500 million aggregate principal quantity of 6.75% senior protected notes due 2033 (the “notes”) to qualified buyers pursuant to Guideline 144A and Guideline S under the Securities Act of 1933, as changed (the “Securities Act”). The closing of the offering is anticipated to happen on January 26, 2026 and goes through the fulfillment of traditional closing conditions.
The notes will develop on February 1, 2033 and will be provided at par. The notes will pay interest semi-annually and will be completely and unconditionally ensured, collectively and severally, on a senior protected basis, by the Business’s existing product, completely owned domestic subsidiaries and specific existing product, foreign subsidiaries, along with specific future subsidiaries. The notes will be protected by first-priority liens, based on restricted exceptions, on security that will include specific helicopters and associated possessions, together with considerably all of the other concrete and intangible home possessions of the Business and the subsidiary guarantors (aside from specific omitted possessions), consisting of roughly 119 promised airplane.
The Business will irrevocably transfer a part of the net earnings from the offering with the trustee under the indenture (the “2028 Notes Indenture”) governing its 6.875% Senior Guaranteed Notes due 2028 (the “2028 Notes”) in a quantity enough to redeem the 2028 Notes completely on March 1, 2026 and money the payment of the principal, premium and interest to, however not consisting of, such redemption date and all other amounts payable under the 2028 Notes Indenture with regard to the 2028 Notes. As an outcome (and at the time) of such deposit, the 2028 Notes Indenture will be pleased and released in accordance with its terms with regard to the 2028 Notes (the “Complete Satisfaction and Discharge”). The Business means to utilize any staying net earnings from the offering for basic business functions.
The notes are being used and offered to individuals fairly thought to be certified institutional purchasers pursuant to Guideline 144A under the Securities Act, and outdoors the United States to non-U.S. individuals pursuant to Guideline S under the Securities Act. The deal and sale of the notes and the associated subsidiary assurances have actually not been and will not be signed up under the Securities Act or any state securities laws and might not be used or offered in the United States missing registration or a relevant exemption from, or in a deal exempt to, the registration requirements of the Securities Act and suitable state securities laws.
This news release will not make up a deal to offer or a solicitation of a deal to buy the notes or any other securities, nor will there be any sale of the notes or any other securities in any state or jurisdiction in which such deal, solicitation or sale would be illegal. Any deals of the notes will be made in the United States just by ways of a personal offering circular pursuant to Guideline 144A under the Securities Act, and outdoors the United States to non-U.S. individuals pursuant to Guideline S under the Securities Act.
This news release does not make up a notification of redemption with regard to the 2028 Notes.
About Bristow Group
Bristow Group Inc. is the leading international service provider of ingenious and sustainable vertical flight services. Bristow mostly offers air travel services to a broad base of overseas energy business and federal government entities. Our air travel services consist of workers transport, search and rescue (” SAR”), medevac, fixed-wing transport, unmanned systems and advertisement hoc helicopter services. Our company is consisted of 3 running sectors: Offshore Energy Providers, Federal Government Providers and Other Providers. Our energy clients charter our helicopters mostly to carry workers to, from and in between onshore bases and overseas production platforms, drilling rigs and other setups. Our federal government clients mostly contract out SAR activities whereby we run specialized helicopters and offer extremely trained workers. Our other services consist of fixed-wing transport services through a local airline company in Australia and dry-leasing airplane to third-party operators in assistance of other markets and geographical markets.
Bristow presently has clients in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the UK and the United States
Positive Declarations Disclosure
This news release consists of “positive declarations” within the significance of Area 27A of the Securities Act and Area 21E of the Securities Exchange Act of 1934, as changed. Positive declarations are declarations about our future company, technique, operations, abilities and outcomes; monetary forecasts; strategies and goals of our management; anticipated actions by us and by 3rd parties, including our clients, rivals, suppliers and regulators; and other matters. A few of the positive declarations can be recognized by the usage of words such as “thinks,” “belief,” “projections,” “anticipates,” “strategies,” “expects,” “means,” “tasks,” “price quotes,” “may,” “might,” “will,” “would,” “could,” “must” or other comparable words; nevertheless, all declarations in this news release, aside from declarations of historic truth or historic monetary outcomes, are positive declarations. Without restricting the generality of the foregoing, such positive declarations consist of declarations concerning using earnings from the offering and the Complete satisfaction and Discharge of the 2028 Notes. Our positive declarations show our views and presumptions on the date hereof concerning future occasions and running efficiency. Our company believe that they are sensible, however they include substantial recognized and unidentified dangers, unpredictabilities, presumptions and other aspects, a number of which might be beyond our control, that might trigger real outcomes to vary materially from any future outcomes, efficiency or accomplishments revealed or indicated by the positive declarations. Such dangers, unpredictabilities and aspects that might trigger or add to such distinctions consist of, however are not restricted to, those gone over in our Yearly Report on Type 10-K, and in specific, the dangers gone over in Part I, Product 1A, “Danger Aspects” of such report and those gone over in other files we submit with the Securities and Exchange Commission. Appropriately, you must not put excessive dependence on any positive declarations. There can be no guarantee that the offering of the notes will be consummated on the terms explained herein or at all.
All positive declarations in this news release are certified by these cautionary declarations and are just made since the date thereof. The positive declarations in this news release must be examined together with the numerous unpredictabilities that impact our organizations, especially those gone over in higher information in Part I, Product 1A, “Danger Aspects” and Part II, Product 7, “Management’s Conversation and Analysis of Financial Condition and Outcomes of Operations” of our Yearly Report on Type 10-K and Part I, Product 2, “Management’s Conversation and Analysis of Financial Condition and Outcomes of Operations” and Part II, Product 1A, “Danger Aspects” of our subsequent Quarterly Reports on Type 10-Q. We disclaim any responsibility or endeavor, aside from as needed by law, to offer any updates or modifications to any positive declaration to show any modification in our expectations or any modification in occasions, conditions or scenarios on which the positive declaration is based, whether as an outcome of brand-new details, future occasions or otherwise.
Financiers
Bristow Group Inc.
Jennifer Whalen
[email protected]
Media
Bristow Group Inc.
Adam Morgan
[email protected]
SOURCE Bristow Group