Bristow Group Inc. 8-K

What Happened

• On January 26, 2026, Bristow Group Inc. announced a private offering of $500,000,000 aggregate principal amount of 6.750% Senior Secured Notes due February 1, 2033, issued under an Indenture with U.S. Bank Trust Company, N.A. The Notes are initially fully and unconditionally guaranteed on a senior secured basis by multiple Bristow subsidiaries and are secured by first-priority security interests in certain helicopters and substantially all other tangible and intangible personal property (subject to limited exceptions). Interest is 6.750% per year, payable semi‑annually on February 1 and August 1, beginning August 1, 2026.
• Also on January 26, 2026, Bristow entered an amendment and restatement of its asset-backed revolving credit facility (the ABL Amendment) with Barclays Bank PLC as agent, extending the ABL maturity to January 26, 2031, reducing total commitments from $85M to $70M (a $65M first-out tranche and a $5M last-in/last-out tranche), and modestly reducing margins. The company additionally used a portion of the new Notes’ proceeds to irrevocably deposit funds to redeem in full its outstanding 6.875% Senior Secured Notes due 2028 (approx. $397M outstanding as of Sept 30, 2025), releasing the prior liens.

Key Details

• $500,000,000 principal amount of 6.750% Senior Secured Notes due Feb 1, 2033; interest paid semi-annually starting Aug 1, 2026.
• Notes secured by first‑priority liens on certain helicopters and substantially all other personal property; security covering ~119 aircraft to be granted within specified periods.
• Redemption terms: callable at various prices—make‑whole before Feb 1, 2029; callable at par or specified premiums thereafter; change‑of‑control repurchase at 101%.
• ABL Amendment: maturity extended to Jan 26, 2031; commitments reduced to $70M (65/5); first‑out margin 1.25%–1.75% (based on availability), last‑in margin 3%; ability to increase commitments up to $105M under certain conditions.
• The company deposited proceeds to redeem the ~ $397M 2028 Notes in full; liens securing the 2028 Notes were released.

Why It Matters

• The transaction materially changes Bristow’s debt profile: it raises $500M of secured long‑term debt (2033 maturity) and funds the redemption of the outstanding 2028 notes, pushing out weighted debt maturities and altering interest expense and cash‑flow timing (new notes carry a 6.75% coupon).
• The Notes are secured by aircraft and other company assets and include customary covenants and default provisions that restrict additional indebtedness, liens and disposition of collateral—important for creditors and equity holders because these security interests and covenants affect financial flexibility.
• The ABL Amendment preserves and extends the company’s revolving liquidity (though at a reduced committed amount), and slightly improves pricing; together with the Notes, these moves are intended to support near‑term liquidity and longer‑term refinancing stability.
• Investors should note the secured nature of the Notes, the redemption of the 2028 Notes, and the covenant package in the Indenture when evaluating Bristow’s credit risk and capital structure.