Bristow Group Announces Private Offering of $400 Million Senior Secured Notes and Satisfaction and Discharge of 6.875% Senior Secured Notes Due 2028

Rhea-AI Summary

Bristow Group (NYSE: VTOL) launched a private offering of $400 million senior secured notes due 2033 to qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S. The notes will be secured by first‑priority liens on collateral including approximately 70 pledged aircraft and will be guaranteed by material domestic and certain foreign subsidiaries. Bristow will deposit net proceeds with the 2028 Notes trustee to redeem and satisfy and discharge its 6.875% senior secured notes due 2028 on March 1, 2026. As of Sept. 30, 2025, about $397 million of the 2028 Notes remained outstanding.

Positive

• $400 million senior secured notes offering commenced
• Proceeds to redeem 6.875% 2028 notes in full on March 1, 2026
• Collateral includes approximately 70 pledged aircraft

Negative

• New notes secured by first‑priority liens on substantially all assets
• Notes offered only to Rule 144A/Regulation S investors (limited market)
• As of Sept 30, 2025, ~$397 million 2028 notes outstanding to be refinanced

News Market Reaction

-0.35%

1 alert

-0.35% News Effect

On the day this news was published, VTOL declined 0.35%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New notes offering: $400 million Existing notes coupon: 6.875% 2028 notes outstanding: $397 million +5 more

8 metrics

New notes offering $400 million Aggregate principal amount of senior secured notes due 2033

Existing notes coupon 6.875% Coupon on Senior Secured Notes due 2028 being redeemed

2028 notes outstanding $397 million Aggregate principal amount outstanding as of September 30, 2025

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

2028 notes maturity 2028 Maturity year of existing Senior Secured Notes

New notes maturity 2033 Maturity year of newly offered senior secured notes

Pledged aircraft 70 aircraft Approximate number of aircraft pledged as collateral

Current share price $40.02 Price before news, about 6.69% below 52-week high

Market Reality Check

Price: $44.25 Vol: Volume 99,440 is below th...

low vol

$44.25 Last Close

Volume Volume 99,440 is below the 20-day average 161,788, indicating muted pre-news activity. low

Technical Shares at $40.02 are above the 200-day MA $34.98 and 6.69% below the 52-week high of $42.89.

Peers on Argus

VTOL was down 0.3% while key peers like RES, WTTR, and EFXT showed gains between...

VTOL was down 0.3% while key peers like RES, WTTR, and EFXT showed gains between 0.21% and 2.27%, suggesting the note offering news was stock-specific rather than part of a sector-wide move.

Historical Context

5 past events · Latest: Nov 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 04	Q3 2025 earnings	Positive	-3.4%	Reported Q3 2025 results with higher revenues and adjusted EBITDA outlook.
Oct 28	Earnings call notice	Neutral	+1.6%	Announced timing and access details for Q3 2025 earnings call.
Aug 28	Investor conferences	Positive	+1.1%	Disclosed CEO participation in major energy and industrials conferences.
Aug 08	AAM test flights	Positive	-1.2%	First all-electric ALIA CX300 flight in Norway’s zero-emission test arena.
Aug 05	Q2 2025 earnings	Positive	+8.9%	Strong Q2 2025 results and raised 2025–2026 Adjusted EBITDA guidance.

Pattern Detected

VTOL has shown mixed reactions to positive or neutral news, with both earnings beats and strategic updates sometimes met with divergences in price reaction.

Recent Company History

Over the last six months, Bristow reported strong Q2 2025 results and raised its 2025–2026 Adjusted EBITDA outlook, with that earnings report followed by a +8.89% move. Q3 2025 results showed higher revenues and liquidity but saw a -3.37% reaction. Operationally, Bristow advanced electric aircraft testing in Norway and remained active at investor conferences. Today’s private offering of $400 million senior secured notes to refinance $397 million of 6.875% 2028 notes fits into this broader balance-sheet and growth positioning.

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, permitting issuance of various securities, including debt, for general corporate purposes such as debt repayment or refinancing. No usage of this shelf has been recorded yet in the provided context.

Market Pulse Summary

This announcement details a private offering of $400 million senior secured notes due 2033, secured ...

Analysis

This announcement details a private offering of $400 million senior secured notes due 2033, secured by first-priority liens on helicopters and other assets, to fund the full redemption of $397 million in 6.875% senior secured notes due 2028 on March 1, 2026. It highlights an ongoing focus on managing debt maturities and collateral. Investors may track execution of the redemption, future capital-structure moves under the Form S-3ASR, and upcoming earnings for further balance-sheet detail.

Key Terms

senior secured notes, rule 144a, regulation s, indenture, +3 more

7 terms

senior secured notes financial

"private offering of $400 million aggregate principal amount of 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 under the Securities Act"

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

"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 its 6.875% Senior Secured Notes"

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.

trustee financial

"U.S. Bank Trust Company, National Association is the trustee under the 2028 Notes Indenture"

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

collateral financial

"on collateral that will consist of certain helicopters and related assets, together with substantially all of the other"

Collateral is an asset a borrower pledges to a lender as security for a loan; if the borrower fails to repay, the lender can take the asset to recover losses. For investors, collateral matters because it reduces lender risk, influences interest rates and loan terms, and determines who gets paid first if a company faces financial trouble—think of it like a pawned item that gives the lender extra protection.

redemption financial

"sufficient to redeem the 2028 Notes in full on March 1, 2026 and fund the payment of the principal, premium and interest"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

AI-generated analysis. Not financial advice.

HOUSTON, Jan. 13, 2026 /PRNewswire/ -- Bristow Group Inc. (NYSE: VTOL) (the "Company" or "Bristow") announced today that it has commenced, subject to market conditions and other factors, a private offering of $400 million aggregate principal amount of 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 notes are expected to 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 70 pledged aircraft.

The Company will irrevocably deposit all 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, together with such additional amounts as are deposited by the Company in connection with the issuance of the notes, 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 notes will be 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.

In connection with the offering, the Company has delivered notice of full redemption (the "Redemption Notice") of the 2028 Notes, conditioned only upon the consummation of a financing transaction that results in net cash proceeds in an amount at least sufficient to fund the Satisfaction and Discharge of the 2028 Notes. The Satisfaction and Discharge of the 2028 Notes will only be made in accordance with the provisions of the 2028 Notes Indenture. As of September 30, 2025, approximately $397 million aggregate principal amount of the 2028 Notes remained outstanding. This press release does not constitute a notice of redemption with respect to the 2028 Notes.

U.S. Bank Trust Company, National Association is the trustee under the 2028 Notes Indenture and is serving as the paying agent for the Satisfaction and Discharge.

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 Bristow's intention to issue the notes, the final terms of the notes and the offering, the use of proceeds therefrom 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.

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SOURCE Bristow Group

FAQ

What amount did Bristow (VTOL) seek in the January 13, 2026 private note offering?

Bristow commenced a private offering of $400 million aggregate principal amount of senior secured notes due 2033.

When will Bristow (VTOL) redeem and satisfy the 6.875% senior secured notes due 2028?

Bristow will deposit proceeds to redeem and satisfy and discharge the 2028 notes on March 1, 2026.

What collateral secures the new VTOL senior secured notes due 2033?

The notes will be secured by first‑priority liens on certain helicopters and related assets and substantially all other tangible and intangible assets, including ~70 pledged aircraft.

Who can buy the Bristow (VTOL) notes offered on Jan. 13, 2026?

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

How much of the 2028 notes remained outstanding before the planned redemption?

As of Sept. 30, 2025, approximately $397 million aggregate principal amount of the 2028 notes remained outstanding.