Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 2.03 below is incorporated by reference into
this item 1.02.
Item 2.03. Creation of a Direct Financial Obligation.
U.S. Borrower Term Loan
As previously disclosed, on January 10, 2023, (i) Bristow U.S. Leasing LLC (the
"U.S. Borrower"), a subsidiary of Bristow Group Inc. (the "Company"), entered
into a Facility Agreement (the "U.S. Facility Agreement") among the U.S.
Borrower, as borrower, the lenders from time to time party thereto and National
Westminster Bank Plc, as arranger, agent and as security agent, pursuant to
which the lenders provided commitments to make a senior secured term loan in the
amount of up to pound sterling ("GBP") 70,000,000, to be provided in two
tranches of up to GBP 40,000,000 and GBP 30,000,000 (the "U.S. Borrower Term
Loan").
On January 27, 2023 the Utilisation Date (as defined in the U.S. Facility
Agreement) occurred under the U.S. Facility Agreement, and the U.S. Borrower
borrowed the full GBP 70,000,000 available thereunder.
In connection with the borrowing under the U.S. Facility Agreement, the term
loan credit facility dated November 11, 2017, entered into by the U.S. Borrower
with Lombard North Central Plc (the "Prior U.S. Facility Agreement") was repaid
and terminated in full. The Prior U.S. Facility Agreement had established a term
loan credit facility of $109,890,000. All collateral and security interests
related to the Prior U.S. Facility Agreement have or will be released and
terminated in full.
The foregoing description of the U.S. Facility Agreement does not purport to be
complete and is qualified in its entirety by reference to the U.S. Facility
Agreement, a copy of which was filed as Exhibit 10.1 to the Company Current
Report on Form 8-K, filed with the Securities and Exchange Commission on January
13, 2023, and is incorporated herein by reference.
U.K. Borrower Term Loan
As previously disclosed, on January 10, 2023, (i) Bristow Aircraft Leasing
Limited (the "U.K. Borrower"), a subsidiary of the Company, entered into a
Facility Agreement (the "U.K. Facility Agreement") among the U.K. Borrower, as
borrower, the lenders from time to time party thereto and National Westminster
Bank Plc, as arranger, agent and as security agent, pursuant to which the
lenders provided commitments to make a senior secured term loan in the amount of
up to GBP 75,000,000, to be provided in a single tranche (the "U.K. Borrower
Term Loan").
On January 27, 2023 the Utilisation Date (as defined in the U.K. Facility
Agreement) occurred under the U.K. Facility Agreement, and the U.K. Borrower
borrowed an amount equal to GBP 67,688,418 and no commitments remain outstanding
under the U.K. Facility Agreement.
In connection with the borrowing under the U.K. Facility Agreement, the term
loan credit facility dated November 11, 2017, entered into by the U.K. Borrower
with Lombard North Central Plc (the "Prior U.K. Facility Agreement") was repaid
and terminated in full. The Prior U.K. Facility Agreement had established a term
loan credit facility of $90,110,000. All collateral and security interests
related to the Prior U.K. Facility Agreement have or will be released and
terminated in full.
The foregoing description of the U.K. Facility Agreement does not purport to be
complete and is qualified in its entirety by reference to the U.K. Facility
Agreement, a copy of which was filed as Exhibit 10.2 to the Company Current
Report on Form 8-K, filed with the Securities and Exchange Commission on January
13, 2023, and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Facility Agreement, dated as of January 10, 2023, among the
U.S. Borrower, the banks and financial institutions party thereto
and National Westminster Bank Plc (incorporated by reference to
Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed
on January 13, 2023)
10.2* Facility Agreement, dated as of January 10, 2023, among the
U.K. Borrower, the banks and financial institutions party thereto
and National Westminster Bank Plc (incorporated by reference to
Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed
on January 13, 2023)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Certain schedules and similar attachments have been omitted. The Company agrees
to furnish a supplemental copy of any omitted schedule or attachment to the
Securities and Exchange Commission upon request.
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