Bristow Group (NYSE: VTOL) to offer $400M senior secured notes privately

Rhea-AI Filing Summary

Bristow Group Inc. announced the commencement, subject to market conditions, of a private offering of $400 million aggregate principal amount of senior secured notes due 2033. The notes are being offered only to eligible purchasers under Rule 144A and Regulation S, meaning they will not be registered with the SEC and are intended for institutional and non‑U.S. investors. The company furnished a press release and excerpts from its preliminary offering circular as exhibits, and emphasized that this communication does not constitute an offer to sell or a solicitation to buy the notes in any jurisdiction where such activity would be unlawful.

Insights

Corporate finance analyst

Bristow plans a $400M private senior secured notes offering, which is structurally important but terms and impact are not detailed here.

Bristow Group Inc. is pursuing a private placement of $400 million senior secured notes due 2033. Senior secured notes are debt instruments backed by specific collateral and have priority over unsecured obligations in a capital structure. The offering is limited to eligible purchasers under Rule 144A and Regulation S, which targets qualified institutional buyers and non‑U.S. investors.

The transaction is described as commencing "subject to market conditions," indicating flexibility around execution if demand or pricing are not satisfactory. The notes and their sale are explicitly stated as not registered under the Securities Act or state laws, and the communication clarifies it is not an offer or solicitation where such actions would be unlawful. The filing does not describe pricing, collateral, or intended use of proceeds, so the financial impact will depend on details that are contained in the full offering documents rather than this brief disclosure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2026

Bristow Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		1-35701		72-1455213
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3151 Briarpark Drive, Suite 700, Houston, Texas		77042
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code     (713) 267-7600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		VTOL		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On January 13, 2026, Bristow Group Inc. (the “Company”) issued a press release announcing its commencement, subject to market conditions, of a private offering (the “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”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Exhibit 99.2 to this Current Report on Form 8-K contains certain sections from the preliminary offering circular of the Company relating to the Offering.

The information furnished pursuant to Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The offer and sale of the Notes 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 Current Report on Form 8-K 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated January 13, 2026, announcing the commencement of the Offering.
99.2		Excerpts from preliminary offering circular relating to the Offering.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				BRISTOW GROUP INC.
Date: January 13, 2026				By:		/s/ Jennifer D. Whalen
						Name: Jennifer D. Whalen Title: Senior Vice President, Chief Financial Officer

FAQ

What did Bristow Group Inc. (VTOL) announce in this 8-K?

Bristow Group Inc. announced the commencement, subject to market conditions, of a private offering of $400 million aggregate principal amount of senior secured notes due 2033 to eligible purchasers.

How large is Bristow Group Inc.'s planned notes offering?

The company plans a private offering of $400 million aggregate principal amount of senior secured notes due 2033.

Are Bristow Group Inc.'s new senior secured notes registered with the SEC?

No. The offer and sale of the notes have not been and will not be registered under the Securities Act or any state securities laws and rely on exemptions such as Rule 144A and Regulation S.

Who can buy Bristow Group Inc.'s $400 million senior secured notes?

The notes are being offered privately to eligible purchasers under Rule 144A and Regulation S, generally qualified institutional buyers and certain non-U.S. investors.

When do Bristow Group Inc.'s new senior secured notes mature?

The senior secured notes mentioned in the filing are stated to be due 2033.

Does this 8-K constitute an offer to sell Bristow Group Inc.'s notes?

No. The company states that this communication does not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities in any jurisdiction where such actions would be unlawful.

What exhibits did Bristow Group Inc. include related to the notes offering?

The filing includes Exhibit 99.1, a press release announcing commencement of the offering, and Exhibit 99.2, excerpts from the preliminary offering circular, as well as Exhibit 104 containing cover page XBRL data.