Bristow Group Inc. (NYSE: VTOL) (the “Company”) announced the closing of its private offering of $400 million aggregate principal amount of 6.875% senior secured notes due 2028 (the “notes”). The notes were issued under an indenture, dated February 25, 2021, among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent.

“We are very pleased with this important transaction, which strengthens Bristow’s financial position and enhances our strategic and operational flexibility,” said Chris Bradshaw, President and Chief Executive Officer of Bristow. “This new financing, along with the use of cash on hand, results in a much cleaner capital structure, significantly extends our debt maturities, reduces mandatory amortization requirements, and eliminates operational friction costs related to the former credit facilities, all of which we believe enhances Bristow’s credit profile and future access to capital.”

The Company used the net proceeds from the offering of the notes, together with cash on hand, to repay approximately $153.4 million with respect to the Company’s secured equipment term loan with Macquarie Bank Limited and approximately $206.2 million with respect to the Company’s term loans with PK AirFinance S.à r.l. (collectively, the “Term Loans”). The Company also intends to use a portion of such net proceeds and cash on hand to fund the previously announced redemption of all of its outstanding 7.750% Senior Notes due 2022 with an aggregate principal amount of approximately $132.0 million outstanding (the “7.750% Senior Notes”), which 7.750% Senior Notes were satisfied and discharged on the closing date of the offering of the notes. In connection with the closing of the offering, the Company terminated the term loan credit agreements relating to the Term Loans.

The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase these notes nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the notes shall be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.