UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bristow Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
11040B 302
11040B 807
(CUSIP Number)
Matthew L. Clark
4009 W 49th Street
Suite 300
Sioux Falls, SD 57106
605-362-2820
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 31, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies of this statement are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
South Dakota Investment Council | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
South Dakota, USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
N/A | ||||
| 8 | SHARED VOTING POWER
5,475,116 | |||||
| 9 | SOLE DISPOSITIVE POWER
N/A | |||||
| 10 | SHARED DISPOSITIVE POWER
5,475,116 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,475,116 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%* | |||||
| 14 | TYPE OF REPORTING PERSON
EP | |||||
| * | The ownership percentage has been calculated based on an aggregate total of 11,235,535 shares of Common Stock (as defined below) issued and outstanding as of October 31, 2019, plus the 2,692,104 shares of Common Stock, rounded up to the nearest share, beneficially owned in connection with the Preferred Stock (as defined below) as of the Effective Date. |
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 3 of 10 |
| Item 1. | Security and Issuer. |
This Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Bristow Group, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3151 Briarpark Dr., Suite 700, Houston, Texas 77042.
| Item 2. | Identity and Background. |
(a) This Schedule 13D is being jointly filed by the following persons:
| (i) | South Dakota Investment Council (“SDIC”). |
The foregoing person is referred to as the “Reporting Person.” Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party.
(b) Residence or business address: 4009 W 49th Street, Suite 300, Sioux Falls, South Dakota, 57106.
(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
| (i) | SDIC is a state agency of the State of South Dakota. |
The principal business address for the Reporting Person is 4009 W 49th Street, Suite 300, Sioux Falls, South Dakota, 57106.
(d) – (e) During the last five years, the Reporting Person has not: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship:
| (i) | SDIC – South Dakota, USA |
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 4 of 10 |
| Item 3. | Source and Amount of Funds or Other Consideration. |
As described in Item 4 below, on October 31, 2019 (the “Effective Date”), in accordance with the Plan, all outstanding obligations under the Unsecured Notes (as defined below) by the Issuer were cancelled and the indenture governing such obligations was cancelled.
Pursuant to the Plan, the holders of the Unsecured Notes, including a fund managed by the Reporting Person, received (i) their proportionate distribution of Common Stock and Preferred Stock, (ii) the right to participate in the Rights Offering (as defined below) and (iii) the Backstop Commitment (as defined below), including shares of Common Stock and 10.000% Series A Convertible Preferred Stock (the “Preferred Stock”) issued as the Backstop Commitment Premium (as defined below).
The shares of Common Stock and Preferred Stock issued in connection with the Rights Offering and the Backstop Commitment were purchased for an aggregate purchase price of approximately $110,483,840.38.
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 5 of 10 |
| Item 4. | Purpose of Transaction. |
The disclosure in Item 3 and Item 6 of this Schedule 13D is incorporated herein by reference.
On May 11, 2019, the Issuer and certain of its debtor affiliates (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases,” and such court, the “Bankruptcy Court”). On October 4, 2019, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ Amended Joint Chapter 11 Plan of Reorganization, as modified by the Confirmation Order (the “Plan”). On the Effective Date, the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. The descriptions of the Plan and the Confirmation Order included in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan and the Confirmation Order, which are incorporated by reference and filed as Exhibits A and B hereto, respectively.
On July 24, 2019, a fund managed by the Reporting Person entered into a backstop commitment agreement (“BCA”) with the Issuer and certain of the other holders (the “Unsecured Noteholders”) of the Issuer’s (i) 6.25% Senior Unsecured Notes due 2022 and (ii) 4.50% Convertible Notes due 2023 (collectively, the “Unsecured Notes”) as well as holders (the “Secured Noteholders” and together with the Unsecured Noteholders, the “Backstop Parties”) of the Issuer’s 8.75% Senior Secured Notes due 2023 (the “Secured Notes” and together with the Unsecured Notes, the “Old Notes”), pursuant to which the Backstop Parties agreed to backstop the rights offering for shares of Common Stock and Preferred Stock to be conducted in reliance upon the exemptions from registration provided by Section 1145 of the Bankruptcy Code and Section 4(a)(2) of the Act and/or Regulation D promulgated thereunder, as applicable (the “Rights Offering”). Pursuant to the BCA, the Backstop Parties committed to (i) exercise their respective rights to purchase their pro rata share of shares of Common Stock and Preferred Stock available to be purchased in the Rights Offering (the “Rights Offering Shares”) and (ii) backstop the aggregate Rights Offering and purchase the shares of Common Stock and/or Preferred Stock available in the Rights Offering to the extent unsubscribed (the “Backstop Commitment”). In consideration of each Backstop Party’s Backstop Commitment, each Backstop Party was entitled to receive on the Effective Date (i) the total number of Rights Offering Shares for which such Backstop Party properly subscribed, (ii) their pro rata portion of any unsubscribed portion of the Rights Offering Shares and (iii) 10% of such Backstop Party’s Backstop Commitment (in the form of shares of either Common Stock or Preferred Stock, or both, at the election of such Backstop Party) (the “Backstop Commitment Premium”).
The description of the BCA included in this Schedule 13D does not purport to be complete and is qualified in its entirety by reference to the full text of the BCA, which is incorporated by reference as Exhibit C hereto.
Additionally, pursuant to the Plan, on the Effective Date, holders of an Allowed Unsecured Notes Claim, including a fund managed by the Reporting Person, received (a) if such holder was a 4(a)(2) Eligible Holder (as defined in the Plan), its pro rata share of (x) an unsecured equity pool and (y) rights to participate in the Rights Offering, (b) if such holder was not a 4(a)(2) Eligible Holder, either (x) its pro rata share of an unsecured equity pool and rights to participate in the Rights Offering or (y) its pro rata share of the GUC Cash Distribution Amount (as defined in the Plan).
Under the Stockholders Agreement entered into between the Issuer and certain stockholders of the Issuer named therein (the “Stockholders Agreement”), SDIC was entitled to designate two members to the Issuer’s post-reorganization board of directors (the “Board”) for so long as SDIC maintains beneficial ownership of at least 20% of the Issuer’s Fully Diluted Common Shares (as defined in the Stockholders Agreement) and one member for so long as SDIC maintains beneficial ownership of at least 10% of the Issuer’s Fully Diluted Common Shares. In addition to the Board nomination rights granted to SDIC and certain other stockholders, the Stockholders Agreement also provides for certain general rights, obligations and restrictions pertaining to the administration and management of the Issuer, including, but not limited to (i) restrictions on the authority of the Issuer to take certain actions without the written consent of a Major Holder (as defined in the Stockholders Agreement) who is a U.S. Citizen (as defined in the Stockholders Agreement) or in the case of multiple Major Holders, 50% of the Issuer’s Equity Interests (as defined in the Stockholders Agreement) owned by all of the Major Holders); (ii) restrictions on the authority of the Issuer to (a) authorize or adopt any certificate of designations relating to any class or series of preferred stock, amend the Certificate of Incorporation (as defined in the Stockholders Agreement) to increase the authorized shares of Common Stock or authorize any other class or series of equity securities, or authorize a stockholder rights plan or “poison pill”, (b) issue any equity securities of the Issuer representing more than 10% of the shares of Common Stock, excluding Common Stock and Common Stock equivalents of the Issuer representing in the aggregate not more than 10% of the outstanding shares of Common Stock issued pursuant to management incentive plans approved by the Board, (c) dissolve or liquidate the Issuer
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 6 of 10 |
or any Significant Subsidiary (as defined in the Stockholders Agreement), (d) reincorporate or convert the Issuer into any entity other than a corporation or redomicile the Issuer into any jurisdiction other than Delaware, (e) make a material change to (1) accounting policies or procedures of the Issuer or any Significant Subsidiary unless required in accordance with GAAP (as defined in the Stockholders Agreement) or (2) tax elections of the Issuer or any of its Significant Subsidiaries, (f) enter into any transaction, arrangement, contract, agreement or other binding obligation with any Major Holder or any affiliate of any Major Holder, including any amendment or modification of any such existing transaction, arrangement, contract, agreement or other binding obligation, or (g) enter into any agreement or other binding obligation to do any of the foregoing, in each case without the affirmative vote of at least 67% of the Fully Diluted Common Shares; (iii) preemptive rights granted to stockholders with a Holder Ownership Percentage (as defined in the Stockholders Agreement) of at least 2% and Entitled Holders (as defined in the Stockholders Agreement), allowing those holders to purchase their pro rata share of any issuances or distributions of new securities by the Issuer; (iv) certain restrictions on the transfer of the Common Stock and the Preferred Stock; (v) certain informational and access rights; and (vi) drag-along andtag-along rights.
The description of the Stockholders Agreement included in this Schedule 13D does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, which is incorporated by reference and filed as Exhibit D hereto.
The Reporting Person or an affiliate thereof acquired the shares of Common Stock and Preferred Stock for investment purposes. The Reporting Person or an affiliate thereof will continuously evaluate the Issuer’s businesses and prospects, alternative investment opportunities, including merger or acquisitions, and all other factors deemed relevant in determining whether additional securities, including shares of Common Stock or Preferred Stock will be acquired by the Reporting Person or, if applicable, its affiliates or whether the Reporting Person or, if applicable, any such affiliates will dispose of some or all of such Issuer securities. At any time, additional securities, including shares of Common Stock or Preferred Stock may be acquired or some or all of such Issuer securities beneficially owned by the Reporting Person may be sold, in either case in the open market, in privately negotiated transactions or otherwise. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Person, including its affiliates, may, at any time and from time to time, formulate other purposes, or formulate plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Person or its affiliates will take any of the actions set forth above.
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 7 of 10 |
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b) The responses of the Reporting Person with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock are incorporated herein by reference.
The responses of the Reporting Person with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the aggregate number of shares of Common Stock as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference.
The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Person was calculated based on (i) 11,235,535 shares of Common Stock issued and outstanding as of the Effective Date, as reported by the Issuer in its Current Report on Form8-K filed with the SEC on November 6, 2019 plus (ii) the 2,692,104 shares of Common Stock, rounded to the nearest share, beneficially owned by the Reporting Person in connection with the Preferred Stock as of the Effective Date.
The aggregate number of shares of Common Stock reported as beneficially owned by the Reporting Person in connection with the Preferred Stock is based upon, with respect to both dispositive and voting power, (i) an initial liquidation preference of $48.51 divided by (ii) a conversion price of $36.37 multiplied by (iii) the aggregate number of shares of Preferred Stock beneficially owned by the Reporting Person as of the Effective Date.
(c) Except as disclosed in Item 3 of this Schedule 13D, there have been no transactions with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Person.
(d) None.
(e) Not applicable.
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 8 of 10 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 4 above summarizes certain provisions of the BCA, the Confirmation Order, the Plan and the Stockholders Agreement. The descriptions of the BCA, the Confirmation Order, the Plan and the Stockholders Agreement included in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the full text of the BCA, the Confirmation Order, the Plan and the Stockholders Agreement, which are incorporated by reference and filed as Exhibits A, B, C and D hereto, respectively.
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 9 of 10 |
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit A | Amended Joint Plan of Reorganization, dated September 30, 2019 (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form8-K filed with the SEC on October 9, 2019) | |
| Exhibit B | Order Confirming Amended Joint Plan of Reorganization, dated October 8, 2019 (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form8-K filed with the SEC on October 9, 2019) | |
| Exhibit C | Backstop Commitment Agreement, dated as of July 24, 2019, among the Issuer and the commitment parties party thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form8-K filed with the SEC on July 26, 2019) | |
| Exhibit D | Stockholders Agreement, dated as of October 31, 2019, by and among the Issuer and the stockholders listed therein (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form8-K filed with the SEC on November 6, 2019) | |
| CUSIP Nos. 11040B 302 and 11040B 807 | SCHEDULE 13D | Page 10 of 10 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 8, 2019
| SOUTH DAKOTA INVESTMENT COUNCIL | ||
| By: | /s/ Matthew Clark | |
| Name: Matthew Clark | ||
| Title: State Investment Officer | ||
