Davis Polk is advising (i) an ad hoc group of holders of nearly 90% of the $350 million in first-lien secured notes issued by Bristow Group Inc. (“Bristow”) and (ii) Ankura Trust Company, LLC (“Ankura”), as administrative agent, and 100% of lenders to Bristow under its first-lien term loan credit facility, in connection with the restructuring of Bristow and certain of its affiliates (the “Debtors”).
On August 21, 2019, the United States Bankruptcy Court for the Southern District of Texas approved the Debtors’ disclosure statement on a conditional basis. The disclosure statement sets forth a proposed comprehensive plan of reorganization for the Debtors, supported by 100% of the first-lien term loan lenders, 99.3% of the first-lien secured noteholders, 73.6% of the Debtors’ unsecured noteholders and the official committee of unsecured creditors pursuant to the Second Amended and Restated Restructuring Support Agreement (the “Restructuring Support Agreement”). Among other things, the plan of reorganization provides that (i) the Debtors will receive $535 million of new capital through a $150 million debtor-in-possession financing facility (the “DIP Facility”) and a $385 million fully backstopped new equity rights offering, (ii) lenders under the first-lien term loan credit facility will be paid in full in cash or the first-lien term loan credit facility will be consensually amended, (iii) holders of the first-lien senior notes will recover in full with a mix of cash and the right to participate in the rights offering and (iv) the Debtors’ trade creditors will be paid in full in cash.
At the August 21, 2019 hearing, the court approved the $150 million DIP Facility contemplated by the Restructuring Support Agreement. Certain first-lien secured noteholders and unsecured noteholders are lenders under the DIP Facility and Ankura serves as the administrative agent. Up to $75 million of the DIP Facility will be used in a tender offer for the first-lien secured notes.
Bristow is the leading provider of industrial aviation services, offering helicopter transportation, search and rescue, and aircraft support services to government and civil organizations worldwide. With headquarters in Houston, Texas, Bristow has major operations in the North Sea, Nigeria, the United States Gulf of Mexico and in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad.
The Davis Polk restructuring team includes partner Damian S. Schaible, counsel Natasha Tsiouris and associates Jonah A. Peppiatt, Stephanie Massman and Daniel E. Meyer. The finance team includes partner Kenneth J. Steinberg and associate Scott G. Johnsson. The corporate team includes partner Leonard Kreynin and associate W. Soren Kreider IV. Partner James I. McClammy provided litigation advice. All members of the Davis Polk team are located in the New York office.