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Bristow Group IAnnounces Cash Tender Offer For Its 8.75% Senior Secured Notes

Offer Will Expire At Midnight EDT September 9

Bristow Group \has commenced a cash tender offer (the "Tender Offer") to purchase Its 8.75% Senior Secured Notes Due 2023 up to an aggregate principal amount of the Notes that, together with accrued and unpaid interest to, but not including, the settlement date equals $75,000,000 (subject to increase or decrease by the Company, as permitted by the Chapter 11 Matters, including the consent rights of the Required RSA Parties on the terms set forth in the RSA (each as defined herein), the "Aggregate Maximum Tender Amount").

The terms and conditions of the Tender Offer are described in an Offer to Purchase dated August 12, 2019 (the "Offer to Purchase"). The amount of the Notes to be purchased may be prorated as set forth in the Offer to Purchase.

The Tender Offer will expire at midnight, New York City time, at the end of the day on September 9, 2019, or any other date and time to which the Company extends such Tender Offer (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated. No tenders of Notes submitted after the Expiration Date will be valid.

Subject to the terms and conditions of the Tender Offer, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) before the Expiration Date and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes as set forth in the table above (the "Tender Offer Consideration").

In addition to the Tender Offer Consideration, all holders of Notes accepted for purchase pursuant to the Tender Offer will, on the settlement date, also receive accrued and unpaid interest on such Notes accepted for purchase to, but not including, the settlement date. For the avoidance of doubt, regardless of whether holders of the Notes tender their Notes in the Tender Offer, record holders of the Notes as of the close of business on August 15, 2019 will be entitled to receive the interest payment due and payable on the Notes on September 1, 2019 (which will be paid on September 3, 2019, the next succeeding business day), and any interest which accrues with respect to any period prior to, but excluding, September 1, 2019 shall not constitute accrued and unpaid interest for purposes of determining the amount of Notes to be purchased pursuant to the Tender Offer. In no event will holders who tender their Notes be entitled to any make-whole or other premium. The Notes are currently redeemable at the Company's option at a price equal to par plus a make-whole premium described in the indenture governing the Notes.

The Company will purchase any Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and that it accepts for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived (if permitted) by the Company, promptly following the Expiration Date, subject to the Aggregate Maximum Tender Amount and proration. The settlement date is expected to occur on September 11, 2019, the second business day following the Expiration Date. Notes accepted on the settlement date will be accepted subject to the Aggregate Maximum Tender Amount and proration.

On May 11, 2019, the Company and certain of its subsidiaries (collectively, the "Company 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"). In connection with the Chapter 11 Cases, the Company Debtors entered into a restructuring support agreement on May 10, 2019, with (i) certain holders of the Notes and (ii) the guarantors of the Notes to support the Company's restructuring in the Chapter 11 Cases (as amended and restated on June 27, 2019, and further amended on July 24, 2019, the "RSA"). The RSA currently contemplates that in connection with the restructuring of the Company in the Chapter 11 Cases, the Company Debtors will enter into a superpriority senior secured debtor-in-possession credit facility (the "DIP Facility"), a portion of which is expected to be funded by an ad hoc group of holders of the Notes. The RSA contemplates, and the DIP Facility would require, that a portion of the borrowings under the DIP Facility would be used to fund the Tender Offer, including the Company's payments of the Tender Offer Consideration (as defined herein) (including accrued interest) and fees and expenses payable in connection with the Tender Offer.

The agreements (including the RSA and the DIP Facility), instruments, consents and approvals necessary to effectuate the restructuring of the Company in the Chapter 11 Cases and any requirements, orders, restrictions or prohibitions that may be imposed by the Bankruptcy Code or the Bankruptcy Court, or otherwise arise in connection with the Chapter 11 Cases, are collectively referred to in this press release as the "Chapter 11 Matters."

Although there is a commitment in place with respect to the DIP Facility, such facility is ultimately subject to approval by the Bankruptcy Court, which has not yet been obtained. The Company's obligation to complete the Tender Offer is conditioned upon the execution of the DIP Facility, following approval by the Bankruptcy Court, and the receipt of funds thereunder sufficient to pay the Tender Offer Consideration (including accrued interest) and related fees and expenses. The Company currently anticipates that the Bankruptcy Court will approve the DIP Facility on August 21, 2019, and that funding of the DIP Facility will occur on August 26, 2019, but such dates are subject to change and the Company cannot assure holders that the DIP Facility will be approved or funded.

(Source: Bristow Group news release. Image from file)



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