Bristow Group Announces Pricing of $500 Million Senior Secured Notes in an Upsized Private Offering

Rhea-AI Summary

Bristow Group (NYSE: VTOL) priced an upsized private offering of $500 million aggregate principal amount of 6.75% senior secured notes due 2033, expected to close on January 26, 2026 subject to customary conditions. The notes will pay interest semi‑annually, be issued at par and be fully guaranteed by existing material domestic and certain foreign subsidiaries, secured by first‑priority liens on collateral including approximately 119 pledged aircraft and substantially all other tangible and intangible assets (subject to exclusions).

The company will irrevocably deposit part of the net proceeds with the trustee to redeem in full its 6.875% senior secured notes due 2028 on March 1, 2026; remaining proceeds are intended for general corporate purposes.

Positive

• Upsized financing of $500 million secured through 2033
• New notes coupon at 6.75% versus 2028 notes at 6.875%
• Proceeds will fully redeem the 2028 notes on March 1, 2026

Negative

• Notes are senior secured with first‑priority liens on ~119 aircraft, limiting asset flexibility
• Offering creates contractual guarantees by material subsidiaries, potentially constraining subsidiary credit capacity

News Market Reaction

+1.51%

1 alert

+1.51% News Effect

On the day this news was published, VTOL gained 1.51%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New notes size: $500 million Coupon rate: 6.75% Existing notes coupon: 6.875% +3 more

6 metrics

New notes size $500 million Aggregate principal amount of 6.75% senior secured notes due 2033

Coupon rate 6.75% Interest rate on new senior secured notes due 2033

Existing notes coupon 6.875% Coupon on senior secured notes due 2028 to be redeemed

Redemption date March 1, 2026 Planned full redemption date for 6.875% notes due 2028

New notes maturity February 1, 2033 Maturity date of newly issued senior secured notes

Pledged aircraft Approximately 119 aircraft Collateral securing the new senior secured notes

Market Reality Check

Price: $40.18 Vol: Volume 138,229 is at 0.89...

normal vol

$40.18 Last Close

Volume Volume 138,229 is at 0.89x the 20-day average, showing no unusual activity pre-announcement. normal

Technical Shares at $40.34 are trading above the $35.06 200-day MA and 5.95% below the 52-week high.

Peers on Argus

VTOL gained 1.15% while peers showed a mixed picture: NESR and RES were up, INVX...

VTOL gained 1.15% while peers showed a mixed picture: NESR and RES were up, INVX, WTTR, and EFXT were down. Moves are not uniformly directional, pointing to a company-specific backdrop.

Historical Context

5 past events · Latest: Jan 13 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Debt offering	Neutral	-0.3%	Announced $400M senior secured notes to refinance 2028 notes.
Nov 04	Earnings release	Positive	-3.4%	Reported Q3 2025 growth and raised Adjusted EBITDA outlook.
Oct 28	Earnings call notice	Neutral	+1.6%	Scheduled Q3 2025 results release and investor call details.
Aug 28	Investor conferences	Positive	+1.1%	Announced participation in major energy and industrial conferences.
Aug 08	Sustainability initiative	Positive	-1.2%	First flight of all-electric ALIA CX300 in Norway AAM test arena.

Pattern Detected

Recent VTOL news, including earnings and financing actions, has often seen muted or negative next-day moves even when the underlying announcements were operationally or strategically positive.

Recent Company History

Over the last six months, Bristow has combined strategic financing with operational milestones. A prior $400M senior secured notes offering on Jan 13, 2026 aimed to refinance 6.875% notes due 2028 and saw a modest -0.35% move. Q3 2025 results on Nov 4, 2025 highlighted revenues of $386.3M, net income of $51.5M, and strong Adjusted EBITDA guidance but were followed by a -3.37% reaction. Conference participation and Norway’s all-electric ALIA test program illustrated strategic positioning, with mixed short-term price responses.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-10-23

An effective automatic shelf registration on Form S-3ASR dated Oct 23, 2025 allows Bristow to issue an indeterminate amount of common and preferred stock, debt securities, guarantees, warrants, depository shares, purchase contracts, and units over time for general corporate purposes, including debt repayment, capital spending, acquisitions, or investments.

Market Pulse Summary

This announcement prices an upsized $500M 6.75% senior secured notes deal due 2033, secured by first...

Analysis

This announcement prices an upsized $500M 6.75% senior secured notes deal due 2033, secured by first‑priority liens on collateral including roughly 119 aircraft. A key element is using deposited proceeds to redeem 6.875% senior secured notes due 2028 on March 1, 2026, effectively extending debt maturity while maintaining secured status. In context of an effective Form S-3ASR shelf, investors may monitor leverage trends, collateral coverage, and future capital markets activity alongside upcoming earnings and operational updates.

Key Terms

senior secured notes, Rule 144A, Regulation S, indenture, +2 more

6 terms

senior secured notes financial

"aggregate principal amount of 6.75% 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.

Rule 144A regulatory

"to eligible purchasers pursuant to Rule 144A and Regulation S"

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

"purchasers pursuant to Rule 144A and 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.

indenture financial

"with the trustee under the indenture (the "2028 Notes Indenture") governing"

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.

first-priority liens financial

"secured by first-priority liens, subject to limited exceptions, on collateral"

A first-priority lien is a legal claim that gives a lender or creditor the first right to specific assets if a borrower cannot pay, meaning they are first in line to be repaid from those assets. For investors, that higher claim lowers the lender’s risk and usually affects interest rates and recovery expectations—similar to having the front seat in a queue to get paid back if the borrower defaults.

notice of redemption regulatory

"This press release does not constitute a notice of redemption with respect"

A notice of redemption is a formal announcement from a bond or preferred-stock issuer that it will repay and retire those securities on a specified date and at a specified price, telling holders which issues will be called and when. It matters to investors because it changes the timing and amount of expected cash flows—like a store buying back a gift card early, you get your money sooner but may lose future income and must find a new place to reinvest.

AI-generated analysis. Not financial advice.

HOUSTON, Jan. 14, 2026 /PRNewswire/ -- Bristow Group Inc. (NYSE: VTOL) (the "Company" or "Bristow") announced today the pricing of an upsized private offering of $500 million aggregate principal amount of 6.75% senior secured notes due 2033 (the "notes") to eligible purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The closing of the offering is expected to occur on January 26, 2026 and is subject to the satisfaction of customary closing conditions.

The notes will mature on February 1, 2033 and will be issued at par. The notes will pay interest semi-annually and will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by the Company's existing material, wholly owned domestic subsidiaries and certain existing material, foreign subsidiaries, as well as certain future subsidiaries. The notes will be secured by first-priority liens, subject to limited exceptions, on collateral that will consist of certain helicopters and related assets, together with substantially all of the other tangible and intangible property assets of the Company and the subsidiary guarantors (other than certain excluded assets), including approximately 119 pledged aircraft.

The Company will irrevocably deposit a portion of the net proceeds from the offering with the trustee under the indenture (the "2028 Notes Indenture") governing its 6.875% Senior Secured Notes due 2028 (the "2028 Notes") in an amount sufficient to redeem the 2028 Notes in full on March 1, 2026 and fund the payment of the principal, premium and interest to, but not including, such redemption date and all other sums payable under the 2028 Notes Indenture with respect to the 2028 Notes. As a result (and at the time) of such deposit, the 2028 Notes Indenture will be satisfied and discharged in accordance with its terms with respect to the 2028 Notes (the "Satisfaction and Discharge"). The Company intends to use any remaining net proceeds from the offering for general corporate purposes.

The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under 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. Any offers of the notes shall be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

This press release does not constitute a notice of redemption with respect to the 2028 Notes.

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 and the Satisfaction and Discharge of the 2028 Notes. 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. There can be no assurance that the offering of the notes will be consummated on the terms described herein or at all.

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.
Adam Morgan
Adam.morgan@bristowgroup.com 

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SOURCE Bristow Group

FAQ

What did Bristow (VTOL) announce on January 15, 2026?

Bristow priced an upsized private offering of $500 million 6.75% senior secured notes due 2033, expected to close on January 26, 2026.

How will Bristow use the proceeds from the $500 million VTOL notes offering?

A portion of net proceeds will be deposited to redeem the 6.875% 2028 notes on March 1, 2026; remaining proceeds are for general corporate purposes.

What collateral and guarantees secure the VTOL 2033 notes?

The notes are fully guaranteed by material subsidiaries and secured by first‑priority liens on certain helicopters and assets, including approximately 119 pledged aircraft.

When do the new VTOL notes mature and how is interest paid?

The notes mature on February 1, 2033 and pay interest semi‑annually, issued at par.

Who can purchase the Bristow VTOL 2033 notes?

The notes are offered to qualified institutional buyers under Rule 144A and to non‑U.S. persons outside the U.S. under Regulation S.