Debtor-In-Possession Commitment Letter Represents Significant Step Towards Prompt Chapter 11 Emergence

Bristow Group has announced that as part of its previously-filed Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court" or "the Court"), the Company has entered into an amended and restated restructuring support agreement (the "Amended RSA") with certain of the Company's secured and unsecured noteholders, who have committed, as part of the transaction, to fund a new debtor-in-possession ("DIP") facility. This broad and consensual financing package will help to de-lever the Company's balance sheet and fund its global operations and continued investments in safety and reliability through the reorganization process and beyond.

"We have successfully brought together holders of both our Secured Notes and our Unsecured Notes to achieve a meaningful milestone in our reorganization, and one that positions Bristow for a timely emergence from Chapter 11. Upon completion of this recapitalization, we will have a much stronger balance sheet with significantly lower debt levels and improved liquidity, which will enable us to continue to fund operations through the reorganization process and position Bristow to be an even better business partner, employer and trusted service provider in the future," said L. Don Miller, president and Chief Executive Officer of Bristow. "This will continue to be a seamless transition for our clients, as we continue to operate as usual throughout our global organization, and remain steadfast in our commitment to delivering safe, reliable and professional service."

The terms of the Amended RSA among Bristow, a group of holders representing approximately 89.84% of Bristow's 8.75% Senior Secured Notes due 2023 (the "Secured Notes") and a group of holders representing approximately 54.54% of Bristow's 6.25% Senior Notes due 2022 and 4.50% Convertible Senior Notes due 2023 combined (together, the "Unsecured Notes") are contained in an exhibit to the Amended RSA (the "Restructuring Term Sheet").

Key terms of the Amended RSA and the Restructuring Term Sheet are as follows:

Certain holders of the Secured Notes and the Unsecured Notes will commit to backstop $40 million and $360 million, respectively, of a total $400 million new money rights offering (the "Rights Offering") to purchase new equity interests (the "Reorganized Equity") in the reorganized Company, subject to the negotiation and execution of a definitive backstop commitment agreement;
Each holder of a claim on account of the Unsecured Notes that is an accredited investor will receive Reorganized Equity and the right to participate in up to $360 million of the Rights Offering, and non-accredited investor holders will receive a specified cash payment, and the Unsecured Notes will be canceled and discharged; and
Each holder of a claim on account of the Secured Notes will receive, at the holder's election, (a) payment in full in cash or (b) cash equal to 98% of such holder's claims and the right to participate in up to $40 million of the Rights Offering.

As previously announced, prior to Bristow's Chapter 11 filing, certain holders of the Secured Notes provided a commitment for a $75 million debtor-in-possession ("DIP") facility that would be available upon Court approval (the "Original DIP Facility"). On June 26, 2019, the Company entered into a new commitment letter, pursuant to which certain holders of the Secured Notes and the Unsecured Notes agreed to provide the Company with a superpriority senior secured DIP term loan facility in an aggregate principal amount of $150 million (the "New DIP Facility"), with 50% funded by such holders of the Secured Notes and 50% funded by such holders of the Unsecured Notes (the "New DIP Facility Commitment"). The commitment for the Original DIP Facility shall remain outstanding, pending Court approval of the New DIP Facility Commitment. Claims under the New DIP Facility will be satisfied and discharged in full in exchange for Reorganized Equity.

Approximately $75 million of the New DIP Facility will be used to pay down amounts outstanding under the Secured Notes and the remainder will be used for general corporate purposes. This financing package provides Bristow with capital that enables the Company to fund its global operations and make continued investments in safety and reliability during the Chapter 11 reorganization proceedings.

The Amended and Restated RSA and the New DIP Facility are subject to approval by the Bankruptcy Court, which has not yet been obtained.

(Source: Bristow Group news release)

FMI: www.bristowgroup.com