Bristow files for Chapter 11 Bankruptcy
 

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.

HOUSTON, May 11, 2019 /PRNewswire/ -- Bristow Group Inc. (NYSE: BRS) ("Bristow" or the "Company") today announced that the Company has voluntarily filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court" or "the Court"). Bristow intends to use the proceedings to restructure and strengthen its balance sheet and achieve a more sustainable debt profile, while continuing to provide safe, reliable and professional industrial aviation services to its global clients well into the future.

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."

Mr. Miller continued, "Bristow remains steadfast in its commitment to safety and providing exceptional client service during the Chapter 11 process. For clients, it is business as usual at Bristow, and our talented team will stay focused on delivering safe, reliable and professional services around the globe throughout the process and beyond. We expect to execute a prompt and efficient reorganization, and to emerge from this restructuring process as a stronger company that is an even better business partner, employer and trusted service provider.

"We deeply appreciate the hard work of our dedicated employees and their commitment to each other, our valued clients and our passengers. We are also grateful for the many years of support by our suppliers and business partners, and we look forward to continuing to work with them as we move through this process and beyond."

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/restructuring. Court filings and information about the claims process are available at https://cases.primeclerk.com/Bristow. Questions should be directed to the Company's claims agent, Prime Clerk, by email to [email protected] or by phone at +1 844-627-6967 (toll free) or +1 347-292-3534 (toll).

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.

What about the aircraft operated outside US but owned by one of the affected entities? Example is several aircraft I could find to be affected in Bristow Norway.

Bristow U.S. LLC: LN-ONR, LN-ONS, LN-ONW, LN-OND, LN-ONJ (EC225) and LN-ONK (EC225)
Bristow Equipment Leasing Ltd.: LN-ONT, LN-ONN, LN-ONO, LN-ONP, LN-ONM, LN-ONY, and LN-OIB. (all S92).

GVIC turnaround plan
 

Copy of the GVIC's turnaround plan, and their letters to the Bristow board, are here:
https://www.gvi-corp.com/global-valu...rnaround-plan/

Edit: all for nothing, now that they have filed for Ch11. Shocking. Hopes are with those on the front line.
BTW Eastern Airways accounts are at https://beta.companieshouse.gov.uk/s...astern+airways .. the most recent ones are to 31 March 2018, so a bit out of date

Bristow files for Chapter 11 Bankruptcy
 

Bristow has just filed for chapter 11 bankruptcy.
Chapter 11 allows a company to reorganize and emerge as a new company usually with less debt and costly contracts get cancelled.

How predictable. I guess Chapter 11 means the senior management now has to stop paying themselves generous cash performance bonuses.

Now there's surprise

Seems timing is perfect, Miller and Co take a big draw/bonus Thursday then announce it really has gone tits up on a weekend. Yes the Receivers, Attorneys and administrators will all grab what's left in the pot, while 100's of employees etc wonder what is happening.

Miller and Co, hope you are proud of what you have done, sitting back checking your bank balance..... ill gotten gains in my book!

LN- registered machines
 

workhorse22, according to a filed document, these entities have filed for Ch11...the 2 you mention are there...

Bristow Group, Inc.
BHNA Holdings Inc.
Bristow Alaska Inc.
Bristow Helicopters Inc.
Bristow U.S. Leasing LLC
Bristow U.S. LLC
BriLog Leasing Ltd. (Cayman)
Bristow Equipment Leasing Ltd. (Cayman)

This is from the case docket at:
https://cases.primeclerk.com/Bristow/Home-DocketInfo
...the finance people must have been busy today, because there was only one document there a couple of hours ago.

Yes they are, undoubtably there will be consequences for all companies in the Bristow group regardless of the specific companies directly involved with the Ch11 filing.
Approx. half of the fleet operated in norway are owned by one of the affected entities.

Can the Judge decree remuneration levels for company executives under Chapter 11?

Pay info
 

Some info from para 39 onwards in this pdf where they're petitioning to continue paying staff:
​​​​​https://cases.primeclerk.com/Bristow...NDk2OA==&id2=0

If the link doesn't work, it's document 15 in the case file https://cases.primeclerk.com/Bristow/Home-DocketInfo

Just after the management paid themselves retaining payments....

It will be interesting to see the common shareholders response to the fact that Bristow neatly carved out performing assets (Trinidad, UK etc etc), even though some of these operations were undoubtedly established with the help of US shareholder equity.

Wiping out those shareholders like GVIC and others with long term positions to satisfy secured creditors and bond holders, whilst trying to attract new investment under the guise of 'new' shares will not likely happen quietly. I'd be waiting for my class action paperwork in the post :).

Having worked for a company that went through this process in Chapter 11 a supervising judge has to approve all significant expenditure. Sometimes there is also a creditor committee which can stop or approve things;the judge then agrees with either the company or the creditors if they are not aligned. .

The utterly dishonest practice of paying the incompetent management wh. There is of course an argument for retention payments for key staff , in this case the crews and key ops staff , you dont want them to leave because no one is going to join a lame duck but to pay the management thats just a bad joke ran the company into bankruptcy to pay themselves retention bonuses is by any normal standards criminal but its just another perk of the higher corporate world

Non-US affiliate companies
 

One of you guys with finance knowledge might know the answer to this.

I've been wondering what happens with the affiliate companies not directly covered by the Ch.11 .. where those affiliates are making a loss and have said in filings that they need to rely on the financial support of the parent co to continue?
​​​​​​
​​​Out of Bristow's UK based companies, both BHL and Eastern posted losses in the year ending March 2018. I didn't check any others.
https://beta.companieshouse.gov.uk/s...ow+helicopters

Yes 'established' is not fair to say (I know some of the people - good people on the line in Trinidad), but replacements of the old 212's and 412's didn't happen without help is what I' meant.

SLB - exactly what I was thinking.

To the end of March 2018, BHL posted a UK loss of £46.5m and had a net value of minus £43m (shareholders deficit) on the balance sheet, at that point in time.

Same period - Eastern posted a loss of £6.7m, but at least had a balance sheet value of £4.1m.

Does part of the Ch.11 allow for payments/support to continue being made to loss making subsidiaries, until the whole group of businesses have been reviewed?

Mitchaa .. thanks for the info. More tough times ahead :uhoh:

Within Bristow Group, the value of BHL is kept artificially low and the expenses are driven artificially high by the leasing arrangements. I think Bristow Aircraft Leasing Ltd and Bristow Aviation Holdings Ltd, both Brit registered, are two of the mechanisms. If I was a financial officer at BHL, these are amongst the first suppliers I'd be talking to about trimming the outgoings!

Avia Quest Ltd was, until a few days ago, called Bristow Helicopters Leasing Ltd, but has changed its name, directors and persons with significant control during this critical period. A bit strange, but limited value involved and probably a single aircraft.

Probably Bristow divesting itself of the Russian operation? Here's an extract from the Bristow website (now outdated):

The major (only?) shareholder of the new Avia Quest Ltd is a Russian citizen who runs SAT Airlines, a Sakhalin based airline.

From an SEC filing, https://investtribune.com/bristow-gr...8-k-on-may-13/

On May 10, 2019, BHL completed the sale of all of the shares of EAIL to Orient Industrial Holdings Limited (“OIHL”), an entity affiliated with Mr. Richard Lake, pursuant to a Sale and Purchase Agreement (the “EAIL Purchase Agreement”). Pursuant to the EAIL Purchase Agreement and related agreements, BHL contributed approximately £17.1 million to EAIL as working capital, OIHL acquired EAIL, BHL retained its controlling ownership of the shares in Humberside International Airport Limited that it previously held through EAIL and certain intercompany balances between BHL and EAIL were written off. As a result of the transaction, OIHL now owns and operates EAIL, which had previously operated as a separate unit within Bristow Group, and BHL maintains its controlling interest in Humberside Airport, from which BHL provides U.K. search and rescue services.

So Bristow have paid £17 million to Richard Lake (OIHL) so that he can take ownership of Eastern?

All is not lost, you can still trade Bristow shares in the OTC market. BRSWQ

$ 0.0852 (-0.2009) -70.22% Volume: 12,874,974
Low: 0.081 High: 0.2028 Year Low: 0.081 Year High: 18.91

After Hours: $ 0.0852 0.00 0.00%May 14, 2019 4:55 PMEDTVolume: 4,355,335
USDOTC PINKDELAYED PRICEMARKET CLOSEDMAY 14, 2019 3:59 PMEDT

https://stockhouse.com/companies/quote?symbol=brswq

Logic like that and one wonders why BHL is in the dwang??

Bristow finally achieved Target Zero, that's what the company is worth and the dishonest managers that have run it into the ground have zero chance of ever being held accountable.

COBI
 

To introduce COBI, amongst other things has obviously has worked great for the company as well.

You are potentially reading too much into these accounts - there's only mileage in looking at a holding company accounts. Remember that some companies like Starbucks and Amazon show near-zero profits in UK by paying a "licence fee" to the US parent company "to use the company name in the UK" and that's not so easily visible from filed statutory accounts.

Bristow Helicopters Australia are seeking a HOO/Chief Pilot :hmm:

".....the current operational footprint in Australia."
It's a pretty small footprint.

Its going to be a short term position.

Bristow has 4 aircraft remaining in Australia. 2x AW139 in Tooradin and 2x S-92 in Pt Hedland. The Hedland contract officially ends in September although may extend to December. S-92 LIMSAR and night standby will soon be taken over by Babcock 139s from Karratha which will lead to further pilot redundancies.

BP - Bristows new contract
 

https://www.marketwatch.com/press-re...plc-2019-05-31