Bristow Group Announces Closing of $500 Million Senior Secured Notes Offering and Extension of ABL Facility

Rhea-AI Summary

Bristow Group (NYSE: VTOL) closed a private offering of $500 million aggregate principal amount of 6.750% senior secured notes due 2033 on January 26, 2026, and entered an amendment and restatement extending its asset-based revolving credit facility (ABL Facility) to 2031. A portion of the net proceeds was used to satisfy and discharge the company's outstanding 6.875% senior secured notes due 2028 with approximately $397 million principal outstanding as of September 30, 2025; liens securing the 2028 notes were released. Remaining proceeds are planned for general corporate purposes. The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The ABL amendment reduces commitments from $85 million to $70 million with an option to increase to $105 million.

Positive

• Issued $500M senior secured notes maturing in 2033
• Used proceeds to retire ~$397M of 2028 notes and released related liens
• Extended ABL maturity to 2031 improving debt tenor

Negative

• ABL commitments reduced from $85M to $70M
• New notes carry a 6.750% coupon, increasing long‑term interest cost

Key Figures

New notes offering: $500 million Coupon rate: 6.750% Refinanced notes: $397 million +5 more

8 metrics

New notes offering $500 million Aggregate principal amount of 6.750% senior secured notes due 2033

Coupon rate 6.750% Interest rate on new senior secured notes due 2033

Refinanced notes $397 million Outstanding 6.875% senior secured notes due 2028 as of Sept 30, 2025

Redeemed notes coupon 6.875% Coupon on senior secured notes due 2028 being satisfied and discharged

ABL commitments prior $85 million Total commitments under ABL Facility before amendment

ABL commitments new $70 million Total commitments under ABL Facility after amendment

ABL accordion capacity $105 million Maximum aggregate commitments allowed under amended ABL Facility

ABL maturity extension 2031 Extended maturity date for asset-based revolving credit facility

Market Reality Check

Price: $44.20 Vol: Volume 290,246 is above t...

high vol

$44.20 Last Close

Volume Volume 290,246 is above the 20-day average of 168,659, indicating elevated interest pre-announcement. high

Technical Price $44.20 is trading above the 200-day MA at $35.50, reflecting a sustained uptrend into this financing.

Peers on Argus

Sector peers show mixed performance, with at least one momentum peer down over 5...

1 Down

Sector peers show mixed performance, with at least one momentum peer down over 5% and no clear, broad-based move aligning with VTOL’s activity.

Historical Context

5 past events · Latest: Jan 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 21	Aircraft order agreement	Positive	+3.4%	Binding delivery slots and options for Electra EL9 aircraft with Bristow.
Jan 21	Partnership routes update	Positive	+3.4%	Vertical Aerospace outlines New York electric air taxi routes with Bristow.
Jan 14	Notes pricing upsized	Positive	+1.5%	Pricing of upsized <b>$500M</b> 6.75% senior secured notes due 2033.
Jan 13	Notes offering launch	Positive	-0.3%	Launch of <b>$400M</b> secured notes to redeem 6.875% 2028 notes.
Nov 04	Quarterly earnings	Positive	-3.4%	Q3 2025 results with revenue, EPS, EBITDA and updated 2025–2026 outlook.

Pattern Detected

Recent company-specific announcements, including aircraft agreements and financing actions, often saw positive price reactions, while the latest earnings drew a negative response despite detailed guidance.

Recent Company History

Over the last several months, Bristow announced multiple financing steps and strategic aircraft agreements. On Jan 13–14, 2026, it launched and then priced senior secured notes, followed by today’s closing and ABL extension. Earlier, Q3 2025 results on Nov 4, 2025 showed detailed revenue, EPS, EBITDA, and liquidity metrics but led to a price decline. Aircraft-related agreements on Jan 21, 2026 coincided with solid gains, highlighting investor interest in fleet and advanced aviation partnerships.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-10-23

Bristow has an effective automatic shelf registration on Form S-3ASR filed on Oct 23, 2025, allowing it to issue various securities, including equity and debt, over time. Net proceeds from any such offerings are designated for general corporate purposes such as working capital, debt repayment or refinancing, capital spending, acquisitions, and investments.

Market Pulse Summary

This announcement finalizes Bristow’s capital structure steps by closing a $500M 6.750% senior secur...

Analysis

This announcement finalizes Bristow’s capital structure steps by closing a $500M 6.750% senior secured notes offering due 2033 and extending its ABL Facility to 2031 while adjusting commitments to $70M with capacity up to $105M. Part of the proceeds funded satisfaction and discharge of $397M 6.875% notes due 2028, releasing their liens. Investors may track future use of remaining proceeds, ongoing liquidity under the ABL, and any additional financing activity under the existing Form S-3ASR shelf.

Key Terms

senior secured notes, asset-based revolving credit facility, indenture, Rule 144A, +2 more

6 terms

senior secured notes financial

"private offering of $500 million aggregate principal amount of 6.750% senior secured notes due 2033"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

asset-based revolving credit facility financial

"amendment and extension of its asset-based revolving credit facility (the "ABL Facility") until 2031"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

indenture financial

"The notes were issued under an indenture, dated January 26, 2026, among the Company"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Rule 144A regulatory

"offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

liens financial

"the liens securing the 2028 Notes were released"

Liens are legal claims or rights that a creditor has over a person's property, such as a home or car, as a way to secure repayment of a debt. If the debt remains unpaid, the creditor may have the authority to take or sell the property to recover what is owed. For investors, liens can affect the value or sale of property and represent a potential risk or priority in getting paid during financial disputes.

AI-generated analysis. Not financial advice.

HOUSTON, Jan. 26, 2026 /PRNewswire/ -- Bristow Group Inc. (NYSE: VTOL) (the "Company" or "Bristow") announced today the closing of its private offering of $500 million aggregate principal amount of 6.750% senior secured notes due 2033 (the "notes") and the amendment and extension of its asset-based revolving credit facility (the "ABL Facility") until 2031. The notes were issued under an indenture, dated January 26, 2026, among the Company, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

"We are very pleased to complete this important financing, which strengthens Bristow's financial position and provides greater strategic and operational flexibility," said Chris Bradshaw, President and Chief Executive Officer of Bristow. "With the successful offering of our new senior secured notes and the extension of our ABL facility, Bristow benefits from an extended maturity profile and strong liquidity position."

The Company used a portion of the net proceeds from the offering of the notes to fund the previously announced satisfaction and discharge of its outstanding 6.875% Senior Secured Notes due 2028 with an aggregate principal amount of approximately $397 million outstanding as of September 30, 2025 (the "2028 Notes"). As a result (and at the time) of such deposit, the indenture governing the 2028 Notes was satisfied and discharged in accordance with its terms with respect to the 2028 Notes, and the liens securing the 2028 Notes were released. The Company intends to use the remaining net proceeds from the offering for general corporate purposes.

The notes were offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, nor shall there be any sale of the notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

On January 26, 2026, the Company entered into an amendment and restatement of the ABL Facility. The amendment, among other things, extends the maturity of the ABL Facility to 2031, reduces the total commitments under the ABL Facility from $85 million to $70 million and includes the ability to increase the total commitments up to a maximum aggregate amount of $105 million.

About Bristow Group

Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue ("SAR"), medevac, fixed-wing transportation, unmanned systems and ad hoc helicopter services. Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other services include fixed-wing transportation services through a regional airline in Australia and dry-leasing aircraft to third-party operators in support of other industries and geographic markets.

Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom and the United States.

Forward-Looking Statements Disclosure

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our customers, competitors, vendors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as "believes," "belief," "forecasts," "expects," "plans," "anticipates," "intends," "projects," "estimates," "may," "might," "will," "would," "could," "should" or other similar words; however, all statements in this press release, other than statements of historical fact or historical financial results, are forward-looking statements. Without limiting the generality of the foregoing, such forward-looking statements include statements regarding the use of proceeds from the offering. Our forward-looking statements reflect our views and assumptions on the date hereof regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K, and in particular, the risks discussed in Part I, Item 1A, "Risk Factors" of such report and those discussed in other documents we file with the Securities and Exchange Commission. Accordingly, you should not put undue reliance on any forward-looking statements.

All forward-looking statements in this press release are qualified by these cautionary statements and are only made as of the date thereof. The forward-looking statements in this press release should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, "Risk Factors" and Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K and Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Part II, Item 1A, "Risk Factors" of our subsequent Quarterly Reports on Form 10-Q. We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.

Investors
Bristow Group Inc.
Jennifer Whalen
InvestorRelations@bristowgroup.com

Media
Bristow Group Inc.
global.communications@bristowgroup.com

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SOURCE Bristow Group

FAQ

What did Bristow (VTOL) announce on January 26, 2026?

Closed a private offering of $500M 6.750% senior secured notes due 2033 and amended the ABL Facility to extend maturity to 2031.

How did Bristow use the proceeds from the $500M notes offering?

A portion repaid and discharged the outstanding $~397M 6.875% senior secured notes due 2028; remaining proceeds for general corporate purposes.

What changed in Bristow's ABL Facility under the January 26, 2026 amendment?

The ABL maturity was extended to 2031, total commitments were reduced to $70M from $85M, with capacity to increase up to $105M.

Who were the buyers of Bristow's new 2033 notes?

The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

What is the expected near-term impact on Bristow's liquidity and maturities?

The transaction extends the maturity profile to 2033/2031 and strengthens liquidity by replacing 2028 debt and preserving ABL availability, though ABL commitments were reduced to $70M.