Filings Include Certain U.S. Entities and Cayman Islands Subsidiaries; All Other Non-U.S. Entities Excluded from Filings
In a press release issued after stock markets were closed for the week, Houston, Texas based Bristow group announced Saturday, May 11, 2019 that the Company has voluntarily filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas.
The Chapter 11 filing came as little surprise to industry insiders who anticipated the company would soon announce a chapter 11 filing. Bristow’s financial woes became evident after a $560 Million USD merger with Columbia Helicopters announced on November 11, 2018 collapsed in February of 2019.
Bristow announced the retirement of CEO Johnathan E. Baliff in a press release two days prior to the failed merger announcement with Columbia Helicopters, placing current Vice Chairman Thomas N. Amonett as the interim CEO of the company after Baliff’s impending retirement.
Immediately following the announcement of the Columbia Helicopters merger acquisition failure, Bristow Helicopters issued a more troubling statement to the public on the same day. In a press release following the Columbia announcement dated February 11, 2019, Bristow detailed that “it filed a Form 12b-25 notification of late filing with the Securities and Exchange Commission and released preliminary results for the three and nine months ended December 31, 2018.”
The disclosure continued to share further details in the same release that detailed more complex financial issues were befalling the company, informing through the written release that “Management has concluded that the Company did not have adequate monitoring control processes in place related to non-financial covenants within certain of its secured financing and lease agreements, and this control deficiency identified represents a “material weakness” in internal controls over financial reporting. Accordingly, the Company’s internal control over financial reporting was ineffective at March 31, 2018 and the reporting periods thereafter. As such, both management’s assessment and the report of KPMG on internal control over financial reporting as of March 31, 2018 should no longer be relied upon. In addition, because of the material weakness described above, in February 2019, the Company’s management has determined that the Company’s disclosure controls and procedures were not effective at a reasonable assurance level as of March 31, 2018 and the reporting periods thereafter.
The Company is evaluating whether this material weakness in internal controls over financial reporting resulted in a misstatement in the Company’s financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2018 and the impact on the financial statements of the Company as of December 31, 2018, including disclosures. The Company is specifically evaluating whether certain debt balances should be reclassified from long-term to short-term in those financial statements, whether related waivers can be obtained from lenders, if necessary, and the resulting impact on the assessment of the Company’s ability to continue as a going concern.”
On March 1, 2019, Bristow sent a further press release detailing the appointment of L. Don Miller as the newly appointed CEO of Bristow Group that would take over the role from interim president Thomas L. Amonett. Miller had previously served as an SVP and most recently as CFO of the company before taking on the role as CEO that would eventually see the company through the Chapter 11 filing announced today.
On April 15th, 2019 Bristow announced in a further press release that the company was still attempting to complete its financial reporting process for the quarter ended December 31, 2018. The company obtaining waivers from certain lenders that extend the deadline under its agreements with those lenders for filing the company’s Form 10-Q required by the SEC for the quarter ended December 31, 2018 to June 19, 2019, subject to certain conditions. Bristow then announced retention of financial and legal advisors to explore strategic financial alternatives, which appeared to many as the first step in what would lead to the company’s eventual announcement of a chapter 11 filing which occurred in today’s announcement.
Bristow stated in today’s announcement that “All of Bristow’s businesses are operating in the ordinary course and are anticipated to continue to do so for the duration of the Chapter 11 process. The Chapter 11 filings pertain to certain of Bristow’s legal entities in the United States and two of its Cayman Islands subsidiaries.
Bristow’s other non-U.S. entities, including those holding Bristow’s non-U.S. air operating certificates (“AOCs”), are not included in the Chapter 11 filings.”
L. Don Miller, President and Chief Executive Officer of Bristow Group Inc., said, “After working diligently with our advisors on a thorough review of strategic financial alternatives, the Board of Directors and management concluded that the best path forward for Bristow and its stakeholders is to seek Chapter 11 protection. This process will allow us to strengthen our balance sheet, achieve a lower and more sustainable debt level and emerge as a stronger company. We have the support of the overwhelming majority of our parent company senior secured noteholders, with whom we have entered into a Restructuring Support Agreement that will help to de-lever our balance sheet, and we are actively working with other important stakeholders as we enter this process.”
To ensure its ability to continue operating in the ordinary course of business, Bristow has filed customary motions with the Bankruptcy Court seeking a variety of “first-day” relief for the filing entities, including authority to pay employee wages and benefits, vendors and suppliers in the ordinary course for goods and services provided after the Petition Date.
In addition to executing the Restructuring Support Agreement (the “RSA”) with the Company, certain senior secured noteholders made a $75 million term loan to the Company prior to the Court filing, and provided a commitment for a further $75 million in debtor-in-possession (“DIP”) financing that would be available upon Court approval. The financing package provides Bristow with capital that enables the Company to fund its global operations and make continued investments in safety and reliability during the Chapter 11 reorganization proceedings.
The following eight entities are included in the filing: Bristow Group Inc., 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.
Additional information regarding Bristow’s Chapter 11 filing will be available at http://www.bristowgroup.com/
Baker Botts L.L.P. and Wachtell, Lipton, Rosen & Katz are serving as the Company’s legal counsel and Alvarez & Marsal is serving as the Company’s restructuring advisor. Houlihan Lokey is serving as financial advisor to the Company.
Davis Polk & Wardwell LLP is serving as legal counsel and PJT Partners is serving as financial advisor to the senior secured noteholders.
Collective magazine initially posted images for this article by Gary Watt in error. We apologize to Gary for the mistaken posting of his images without obtaining usage permissions.