UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2013
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31617 | 72-0679819 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 2103 City West Blvd., | ||
| 4th Floor | ||
| Houston, Texas | 77042 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 267-7600
Former Name or Former Address, if Changed Since Last Report:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Senior Secured Credit Facilities — On April 29, 2013, Bristow Group Inc. (the “Company”) entered into the Third Amendment to its Amended and Restated Revolving Credit and Term Loan Agreement (the “Amendment”) by and among the Company, the lenders from time to time party thereto and SunTrust Bank, as administrative agent (the “Administrative Agent”), which amends that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 22, 2010 (as previously amended by that certain First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 22, 2011, and by that certain Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 1, 2012), by and among the Company, the Lenders from time to time party thereto and the Administrative Agent, as administrative agent, issuing bank and swingline lender, JPMorgan Chase Bank, National Association, and Bank of America, N.A., as Co-Syndicated Agents and Wells Fargo Bank, National Association, Regions Bank and BBVA Compass as Co-Documentation Agents. The Amendment (i) increases the commitments under the revolving credit facility from $200 million to $350 million and (ii) extends the maturity date of the revolving facility and the term loans from December 2016 to April 2018.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit Number | Description of Exhibit | |
| 10.1 | Third Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 29, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 2, 2013
| BRISTOW GROUP INC. |
| (Registrant) |
| By: /s/ Joseph A. Baj |
| Joseph A. Baj |
| Vice President and Treasurer |
Exhibit Index
| Exhibit Number | Description of Exhibit | |
| 10.1 | Third Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 29, 2013. |