Bristow Group Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-09: Form 8-K; Period of report 2019-11-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2019-11-06: Form 8-K; Period of report 2019-10-31; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2019-10-09: Form 8-K; Period of report 2019-10-03; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
- 2019-10-02: Form 8-K; Period of report 2019-09-30; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-09 | 8-K | 2019-11-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 G. Mark Mickelson has been elected as the new Chairman of the Board of Directors (the “Board”) of Bristow Group Inc. (the “Company”) and Hooman Yazhari has been elected as the Vice Chairman of the Board. | bristow-form8xk1292019.htm |
| 2019-11-06 | 8-K | 2019-10-31 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 Pursuant to the Plan, the Company’s existing common stock, par value $0.01 (the “Existing Common Stock”), including options, warrants, rights, restricted stock units or other securities or agreements to acquire such Existing Common Stock, have been cancelled as of the Effective Date. 2.03 The descriptions of the Term Loan Amendment, the Macquarie Amendment and the ABL Amendment set forth under Item 1.01 above are incorporated by reference herein. 3.03 Pursuant to the Plan, the Company’s Existing Common Stock, including options, warrants, rights, restricted stock units or other securities or agreements to acquire such common stock, were cancelled on the Effective Date. 5.01 As previously disclosed, on the Effective Date, all of the Existing Common Stock, the Secured Notes and the Unsecured Notes were cancelled, and the Company issued approximately 1.48% of the New Common Stock and 6.79% of the New Preferred Stock to the holders of the Secured Notes and 11.01% of the New Common Stock and 45.71% of the New Preferred Stock to the holders of the Unsecured Notes. 5.02 In accordance with the Plan, Thomas N. Amonett, Gaurdie E. Banister Jr., Lori A. Gobillot, Ian A. Godden, A. William Higgins, Thomas C. Knudson and Biggs C. Porter resigned from the Board as of the Effective Date. 5.03 On the Effective Date, pursuant to the Plan, the Company filed the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Delaware Secretary of State. | d826913d8k.htm |
| 2019-10-09 | 8-K | 2019-10-03 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 As previously disclosed, on August 1, 2019, the Debtors filed a joint chapter 11 plan of reorganization and a related disclosure statement with the Bankruptcy Court in accordance with the Bankruptcy Code, and on August 20, 2019, the Debtors filed an Amended Joint Plan of Reorganization (as subsequently modified on August 22, 2019 and September 30, 2019, the “Plan”) and the related disclosure statement for the Plan (as subsequently modified on August 22, 2019, the “Disclosure Statement”) with the Bankruptcy Court. 2.03 The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference. 7.01 On October 7, 2019, the Company issued a press release announcing the Bankruptcy Court’s confirmation of the Plan. 8.01 On October 3, 2019, the Bankruptcy Court approved a term sheet (the “Macquarie Term Sheet”) among the Company, as guarantor, Bristow U.S., as borrower and lessee, BriLog, as lessee, Macquarie Bank Limited, as administrative agent and security agent, Macquarie Leasing LLC, as lender and owner participant, and Macquarie Rotorcraft Leasing Holdings Limited, as owner participant, pursuant to which, among other matters, the parties have agreed to enter into definitive documentation at emergence for an amendment to the Term Loan Credit Agreement, dated as of February 1, 2017 (as supplemented and amended to date, the “Macquarie Credit Agreement”), by and among Bristow U.S., as borrower and mortgagor, Macquarie Bank Limited, as administrative agent and security agent, and Macquarie Leasing LLC, as the current lender. | d796549d8k.htm |
| 2019-10-02 | 8-K | 2019-09-30 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 As previously disclosed, on May 11, 2019, Bristow Group Inc. (the “Company”, “Bristow Group”, “we”, “us” or “our”) and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together with the Company, the “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”). 8.01 On June 17, 2019, the Company filed a notification of late filing on Form 12b-25 in relation to its Annual Report on Form 10-K for the fiscal year ended March 31, 2019 (the “fiscal year 2019 Form 10-K”). | d778661d8k.htm |
| 2019-09-17 | 8-K | 2019-09-16 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on May 11, 2019, Bristow Group Inc. (the “Company”, “Bristow Group”, “we”, “us” or “our”) and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together with the Company, the “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”). | d806213d8k.htm |
| 2019-09-10 | 8-K | 2019-09-10 | 7.01 Regulation FD Disclosure | 7.01 On September 10, 2019, Bristow Group Inc. (the “Company”) issued a press release announcing the expiration and final results of its previously announced tender offer (the “Tender Offer”) to purchase for cash its outstanding 8.75% Senior Secured Notes due 2023 (the “Notes”), up to an aggregate principal amount that will not result in an aggregate purchase price (including accrued and unpaid interest to, but not including, the settlement date) that exceeds $75,000,000. | d795059d8k.htm |
| 2019-08-28 | 8-K | 2019-08-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference. | d709111d8k.htm |
| 2019-08-26 | 8-K | 2019-08-20 | 8.01 Other Events | 8.01 As previously disclosed, on May 11, 2019, Bristow Group Inc. (the “Company”, “Bristow Group”, “we”, “us” or “our”) and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together with the Company, the “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”). | d23031d8k.htm |
| 2019-08-12 | 8-K | 2019-08-12 | 7.01 Regulation FD Disclosure | 7.01 On August 12, 2019, Bristow Group Inc. (the “Company”) issued a press release announcing the commencement of a tender offer (the “Tender Offer”) to purchase for cash its outstanding 8.75% Senior Secured Notes due 2023 (the “Notes”), up to an aggregate principal amount that will not result in an aggregate purchase price (including accrued and unpaid interest to, but not including, the settlement date) that exceeds $75,000,000. | d788616d8k.htm |
| 2019-08-02 | 8-K | 2019-08-01 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 As previously disclosed, on May 11, 2019, Bristow Group Inc. (the “Company”, “Bristow Group”, “we”, “us” or “our”) and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together with the Company, the “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”). 8.01 On August 1, 2019, the Debtors filed a joint chapter 11 plan of reorganization (the “Plan”) and a related disclosure statement (the “Disclosure Statement”) with the Bankruptcy Court. | d787413d8k.htm |
| 2019-08-02 | 8-K | 2019-07-30 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on May 11, 2019, Bristow Group Inc. (the “Company”, “Bristow Group”, “we”, “us” or “our”) and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together with the Company, the “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”). | d782915d8k.htm |
| 2019-07-26 | 8-K | 2019-07-24 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 7.01 On July 25, 2019, the Company issued a press release in connection with the entry into the Second Amended RSA and Backstop Commitment Agreement. 8.01 In connection with the Chapter 11 Cases, on July 24, 2019, the Debtors and the Supporting Noteholders agreed on a form of Superpriority Secured Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) among the Company (the “DIP Borrower”), Bristow Holdings Company Ltd. III, as the co-borrower, the other Debtors party thereto and other guarantors from time to time party thereto (collectively, the “DIP Obligors”), the financial institutions or other entities from time to time parties thereto, and Ankura Trust Company, LLC, as administrative agent and collateral agent (the “DIP Agent”). | d780593d8k.htm |
| 2019-06-28 | 8-K | 2019-06-27 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On June 28, 2019, the Company issued a press release in connection with the entry into the Amended RSA and the New DIP Commitment Letter. | d771838d8k.htm |
| 2019-05-15 | 8-K | 2019-05-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On May 13, 2019, Bristow Group Inc. (the “Company”, “we”, “us” or “our”) was notified by the New York Stock Exchange (the “NYSE”) that the NYSE has determined to commence proceedings to delist the Company’s common stock, $0.01 par value per share (the “Common Stock”), from the NYSE as a result of the Company’s May 11, 2019 announcement that it and certain of its subsidiaries had filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), as previously disclosed. 7.01 On May 15, 2019, the Company issued a press release announcing the approval of certain “first day” motions by the Bankruptcy Court in connection with the Chapter 11 Cases. | brs-form8xk5132019.htm |
| 2019-05-13 | 8-K | 2019-05-10 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 On May 11, 2019 (the “Petition Date”), the Company and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together with the Company, the “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”). 2.03 The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference. 7.01 On May 11, 2019, the Company issued a press release in connection with the filing of the Chapter 11 Cases. 8.01 The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. | d740871d8k.htm |
| 2019-05-07 | 8-K | 2019-05-01 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 3.01 On May 1, 2019, Bristow Group Inc. (the “Company”, “we”, “us” or “our”) was notified by the New York Stock Exchange (the “NYSE”) that the average closing price of the Company’s common stock, $0.01 par value per share (the “Common Stock”), over a prior 30 consecutive trading day period was below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual. 5.02 The Company and its outside compensation consultant and financial advisor, Alvarez & Marsal, and the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company and its independent compensation consultant, Pearl Meyer, have reviewed its incentive plans to determine whether they continued to fulfill their purpose of attracting, retaining and incentivizing employees to perform at a high level to meet the Company’s operational and strategic objectives. 7.01 On May 7, 2019, the Company issued a press release with respect to the receipt of the notice of noncompliance from the NYSE. 8.01 On May 1, 2019, the Company entered into an amendment to its agreement with Airbus Helicopters for the purchase of 22 H175 helicopters which includes five aircraft that can be cancelled prior to the delivery dates by the Company. | d739566d8k.htm |
| 2019-04-15 | 8-K | 2019-04-15 | 8.01 Other Events | 8.01 On April 15, 2019, Bristow Group Inc. (the “Company”, “we”, “us” or “our”) announced an update on the timing of filing of its Quarterly Report on Form 10-Q for the quarter ended December 31, 2018. | d734978d8k.htm |
| 2019-04-10 | 8-K | 2019-04-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 10, 2019, Bristow Group Inc. (the “Company”) appointed Christopher Gillette to succeed Brian J. Allman as Chief Accounting Officer of the Company. | brs-form8xkx4102019.htm |
| 2019-03-18 | 8-K | 2019-03-14 | 8.01 Other Events | 8.01 As previously disclosed by Bristow Group Inc. (the “Company”), the failure to file the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 would, if the Form 10-Q is not filed prior to the expiration of applicable grace periods, result in an event of default under certain of the Company’s loan agreements, unless waived or extended. | brs-form8xk3182019.htm |
| 2019-03-01 | 8-K | 2019-02-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On March 1, 2019, Bristow Group Inc. (the “Company”) announced that L. Don Miller, Senior Vice President and Chief Financial Officer of the Company, has been appointed to succeed Jonathan E. Baliff as President and Chief Executive Officer of the Company, effective as of the close of business on February 28, 2019. 8.01 On March 1, 2019, the Company issued a press release. | brs8-kx3012019.htm |
| 2019-02-20 | 8-K | 2019-02-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On February 20, 2019, the New York Stock Exchange (the “NYSE”) notified Bristow Group Inc. (the “Company”) that it is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2018. | brs8-k2202019.htm |
| 2019-02-19 | 8-K | 2019-02-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective February 18, 2019, Stephen A. King resigned as a director of Bristow Group Inc. (the “Company”). 8.01 On February 19, 2019, the Company issued a press release announcing a continuing delay in the filing of its Quarterly Report on Form 10-Q for the three months ended December 31, 2018, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d678513d8k.htm |
| 2019-02-12 | 8-K | 2019-02-11 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 The disclosure set forth below under Item 1.02 of this Form 8-K is incorporated herein by reference. 1.02 As previously announced, on November 9, 2018, Bristow Group Inc. (the “Company”) and Bear Acquisition I, LLC, a Delaware limited liability company and a wholly owned, bankruptcy remote subsidiary of the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Columbia Helicopters, Inc., an Oregon corporation (“Columbia”), the persons listed on Schedule 1 to the Purchase Agreement and a shareholder representative. 5.02 On February 11, 2019, the Company entered into a Retirement and Consulting Agreement (the “Retirement and Consulting Agreement”) with Mr. Jonathan E. Baliff, Chief Executive Officer of the Company. 8.01 On February 11, 2019, the Company issued a press release relating to the Termination Agreement. | d670493d8k.htm |
| 2019-02-11 | 8-K | 2019-02-11 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On February 11, 2019, Bristow Group Inc. (the “Company”) issued a press release that summarized its preliminary financial results for the three and nine-month periods ended December 31, 2018 (the “Financial Results”). 8.01 In connection with the preparation of annual and quarterly financial statements, the Company’s management is responsible for evaluating its disclosure controls and procedures, which are established to ensure that material information relating to the Company and its consolidated subsidiaries is made known to the officers who certify the Company’s financial reports. | fy2019q3er8k12312018.htm |