UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2017
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Bristow Group Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-31617 (Commission File Number) | 72-0679819 (IRS Employer Identification No.) | ||
2103 City West Blvd., 4th Floor Houston, Texas (Address of principal executive offices) | 77042 (Zip Code) | |
Registrant's telephone number, including area code: (713) 267-7600
Former Name or Former Address, if Changed Since Last Report: NONE
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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, as of November 3, 2017, the overall liquidity of Bristow Group Inc. (the “Company”) was approximately $342 million, which included cash on deposit of approximately $88.2 million and available borrowing capacity under our $400 million revolving credit facility (the “Revolving Credit Facility”) of $253.5 million (taking into account $16.5 million in letters of credit outstanding under the Revolving Credit Facility).
As of December 8, 2017, the overall liquidity of the Company increased to approximately $496 million, which included cash on deposit of approximately $108.4 million and available borrowing capacity under the Revolving Credit Facility of $387.6 million (taking into account $12.4 million in letters of credit outstanding under the Revolving Credit Facility).
The increase in overall liquidity of the Company resulted from, among other things, original equipment manufacturer recoveries related to ongoing aircraft issues and deferral of payments of capital expenditures into future periods. These recoveries and deferrals were discussed on the Company’s second quarter earnings call.
The Company also reaffirms its guidance with respect to ending fiscal year 2018 liquidity in the range of $410 million to $450 million, consistent with the guidance the Company issued on November 8, 2017.
FORWARD-LOOKING STATEMENTS DISCLOSURE
Statements contained in this Current Report that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. These forward-looking statements include statements regarding expected capital expenditure deferrals and liquidity. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Risks and uncertainties include without limitation: fluctuations in the demand for our services; fluctuations in worldwide prices of and supply and demand for oil and natural gas; fluctuations in levels of oil and natural gas production, exploration and development activities; the impact of competition; actions by clients and suppliers; the risk of reductions in spending on industrial aviation services by governmental agencies; changes in tax and other laws and regulations; changes in foreign exchange rates and controls; risks associated with international operations; operating risks inherent in our business, including the possibility of declining safety performance; general economic conditions including the capital and credit markets; our ability to obtain financing; the risk of grounding of segments of our fleet for extended periods of time or indefinitely; our ability to re-deploy our aircraft to regions with greater demand; our ability to acquire additional aircraft and dispose of older aircraft through sales into the aftermarket; the possibility that we do not achieve the anticipated benefit of our fleet investment program; availability of employees; and political instability, war or acts of terrorism in any of the countries where we operate. 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 quarterly report on Form 10-Q for the quarter ended September 30, 2017 and annual report on Form 10-K for the fiscal year ended March 31, 2017. 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.
SIGNATURE
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: December 11, 2017 | By: | /s/ Timothy J. Knapp | ||
| Timothy J. Knapp | ||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||