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 Form10-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.
