Item 8.01. Other Events.
As previously disclosed, on May 11, 2019, Bristow Group Inc. (the “Company”, “Bristow Group”, “we”, “us” or “our”) and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases are jointly administered under the captionIn re: Bristow Group Inc., et al., Main Case No.19-32713. The Debtors continue to operate their businesses and manage their propertiesas “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
As previously disclosed, on August 1, 2019, the Debtors filed a joint chapter 11 plan of reorganization (the “Original Plan”) and a related disclosure statement with the Bankruptcy Court in accordance with the Bankruptcy Code.
Amended Chapter 11 Plan and Amended Disclosure Statement
In connection with the Chapter 11 Cases, on August 20, 2019, the Debtors filed their Amended Joint Plan of Reorganization (as modified, the “Amended Plan”) and the related disclosure statement for the Amended Plan (as modified, the “Amended Disclosure Statement”) with the Bankruptcy Court. The Amended Plan is subject to confirmation by the Bankruptcy Court and acceptance by the Debtors’ creditors (as and to the extent required under the Bankruptcy Code). The Amended Plan provides for certain modifications to the Original Plan, including to the treatment of (i) claims arising from the 6.25% Senior Notes due 2022 and the 4.50% Convertible Senior Notes due 2023 (the “Unsecured Notes Claims”), (ii) general unsecured claims other than Unsecured Notes Claims and trade vendor claims and (iii) claims of certain of the Debtors’ equipment lenders.
In addition, the Amended Plan embodies (i) a comprehensive settlement with the official committee of unsecured creditors appointed in the Chapter 11 Cases (the “Creditors’ Committee”) and the Supporting Noteholders (as defined in the Amended Plan) providing for, among other things, the Creditors’ Committee’s agreement to join the Company’s ad hoc groups of secured and unsecured noteholders in supporting the Amended Plan and (ii) a settlement with PK AirFinance S.à r.l. (“PKA”), Milestone Aviation Group (“MAG”) and certain of their affiliates providing for, among other things, a restructuring of the basic economic terms of certain of the Debtors’ leases on an aircraft by aircraft basis, amendment of the terms of the term loan credit agreement with PKA, mutual releases between the parties and continued use of certain aircraft important to the Debtors’ operations (the “Milestone Settlement”). The terms of the Milestone Settlement remain subject to agreement on definitive documentation and approval of the Bankruptcy Court.
The foregoing descriptions of the Amended Plan and the Amended Disclosure Statement do not purport to be complete and are qualified in their entirety by reference to the Amended Plan and the Amended Disclosure Statement, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Orders with the Bankruptcy Court
In connection with the Chapter 11 Cases, on August 21, 2019, the Bankruptcy Court entered a final order (the “DIP Order”) approving the proposed Superpriority SecuredDebtor-in-Possession Credit Agreement among the Company, as lead borrower, Bristow Holdings Company Ltd. III, as theco-borrower, the other Debtors and guarantors party thereto and other guarantors from time to time party thereto, the financial institutions or other entities from time to time parties thereto and Ankura Trust Company, LLC, as administrative agent and collateral agent (the “DIP Credit Agreement”). The Company expects to execute and fund the borrowings under the DIP Credit Agreement on August 26, 2019, subject to the satisfaction of customary closing conditions. The funding of the DIP Credit Agreement will satisfy the financing condition specified in the Offer to Purchase, dated August 12, 2019 (the “Offer to Purchase”), for the Company’s previously announced tender offer to purchase for cash a portion of its outstanding 8.75% Senior Secured Notes due 2023. The tender offer is only being made pursuant to the Offer to Purchase and this Current Report on Form8-K does not constitute an offer to purchase nor a solicitation of an offer to sell any notes in the tender offer.
Additionally, in connection with the Chapter 11 Cases, on August 22, 2019, the Bankruptcy Court entered an order approving the Company’s Fiscal Year 2020 Performance Incentive Plan and Fiscal Year 2020 Non-Executive Incentive Plan, and on August 26, 2019, the Bankruptcy Court entered an order conditionally approving the Amended Disclosure Statement and approving the Debtors’ commencement of solicitation of votes on the Amended Plan.
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