News Releases

Baker Botts Represents Bristow Group Inc. in $125 Million Offering of Convertible Senior Notes

News Release
Deal Description: Bristow Group Inc. (NYSE: BRS) announced on December 13, 2017, that it has priced its previously announced offering of $125 million aggregate principal amount of 4.50% convertible senior notes due 2023. The notes will bear interest at a rate of 4.50% per annum, payable semi-annually on June 1 and December 1 of each year, beginning June 1, 2018. Bristow has granted the underwriters an option to purchase up to an additional $18.75 million aggregate principal amount of notes to cover over-allotments. 

In connection with the pricing of the notes, Bristow also entered into convertible note hedge transactions with certain of the underwriters or affiliates thereof (the “option counterparties”). The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Bristow’s common stock underlying the notes. Bristow also entered into warrant transactions with the option counterparties whereby Bristow sold to the option counterparties warrants to purchase, subject to customary anti-dilution adjustments and net share settlement provisions, up to the same number of shares of Bristow’s common stock as underlie the convertible note hedge transactions. 

The closing of the offering is expected to occur on December 18, 2017, subject to customary closing conditions. 

Bristow intends to use a portion of the net proceeds from the offering to repay a portion of the indebtedness outstanding under its term loan and to pay the cost of its convertible note hedge transactions (after such cost is partially offset by the proceeds to Bristow of the warrant transactions). Bristow intends to use the remaining net proceeds from the offering for general corporate purposes.

Baker Botts L.L.P. represented Bristow in the public offering of the notes. 

Baker Botts Lawyers/Office Involved:

Corporate: John Geddes (Partner, Houston); A.J. Ericksen (Partner, Houston); Carina Antweil (Senior Associate, Houston); Lakshmi Ramanathan (Associate; Houston); Ruchira Podali (Associate; Houston); Emmie Proctor (Associate, Houston)

Finance: Rachael Lichman (Partner; Houston); Bill Stutts (Senior Counsel, Austin); Sarah Christian (Associate, Austin); Josh Espinosa (Associate, Dallas)

Tax: Jon Lobb (Partner; Houston); David Morris (Associate; Houston)

Environmental:Scott Janoe (Partner, Houston); Harrison Reback (Associate, Houston)

For more information, please see Bristow’s news release by clicking here.

 

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About Baker Botts LLP
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