form8k-060109ii.htm
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): May 26, 2009
______________________________
Bristow
Group Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31617
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72-0679819
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
|
|
incorporation
or organization)
|
|
Identification
Number)
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|
|
|
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2000
W. Sam Houston Pkwy. S.,
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77042
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|
Suite
1700
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(Zip
Code)
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Houston,
Texas
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|
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (713) 267-7600
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 (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
Share Subscription and
Purchase Agreement
On May
26, 2009, Bristow Group Inc. (“Bristow”) acquired 42.5% of the equity interest
of Líder Aviação Holding S.A., a Brazilian company (“Líder”), including 19.93%
of the voting securities pursuant to a Share Subscription and Purchase Agreement
dated May 12, 2009 the (“Purchase Agreement”) among Bristow’s wholly owned
Brazilian subsidiary, BL Participações Ltda. (“BL”), José Afonso Assumpção
(“JAA”), Beatriz Piacenza Assumpção (“BPA”), Eduardo de Pereira Vaz (“EPV”),
Rotorbrás Comércio e Indústria de Helicópteros Ltda., a Brazilian company (“
Rotorbrás” and together with JAA, BPA, and EPV the “Selling Shareholders”), and
Líder. The Purchase Agreement resulted, among other things, in BL
acquiring 100% of the equity interests in Areo Paticipações e Empreendoimentos
Ltda. (“APEL”), a Brazilian company and one of the holding companies of Líder,
and BL directly acquiring Líder equity. Following the closing, BL and
APEL collectively own 19.93% of Líder’s outstanding common shares and 42.5% of
Líder’s outstanding common and preferred shares combined.
The
initial purchase price was $174,250,000, of which $80,000,000 was paid to Líder
and approximately $94,250,000 was paid to the Selling
Shareholders. An additional $662,150 was paid by Bristow in Brazilian
financial transaction tax. Up to an additional $53,125,000 earnout is
payable based on the achievement of annual and/or cumulative EBITDA (as defined
in the agreement) growth targets for Líder over the next three
years. Specifically, the Selling Shareholders are entitled to receive
$8,500,000 during each of 2009, 2010 and 2011 for reaching EBITDA targets of
$60,000,000, $65,000,000 and $70,000,000 for those respective
years. The Selling Shareholders are entitled to receive an additional
earnout payment of $27,625,000 if the cumulative EBITDA over those three years
is $220,000,000 or greater. If Líder’s cumulative EBITDA for those
years is less than $220,000,000, but at least $195,000,000, the Selling
Shareholders will receive a pro rata share of the $27,625,000 earnout payment
equaling $6,906,250 for $195,000,000 of EBITDA and increasing in increments of
$0.828751 for each $1 of additional EBITDA in excess of $195,000,000, up to the
full additional earnout payment.
The
Purchase Agreement includes customary representations, warranties and
indemnities. The indemnity obligations of the Selling Shareholders
are capped at $95,000,000, except for breaches of the capitalization and share
ownership representations and warranties. The approval from Conselho
Administrativo de Defesa Econômica, the Secretaria de Direito Econômico, and the
Secretaria de Acompanhamento Econômico, Brazilian economic competition
authorities, has not yet been obtained. While we expect such approval
to be obtained, if not granted the parties could be required to restructure or
unwind the transaction.
Concurrent
with the closing, Líder used approximately $55,000,000 of the $80,000,000 it
received in the transaction to acquire one large and four medium aircraft from
Bristow. Subject to specified pricing conditions, Bristow will have
the right to provide all of Líder's helicopter lease requirements, as well
as the right to lease to Líder 50% of its total medium and large helicopter
requirements that it would otherwise fulfill through purchase or finance lease
of helicopters, over the next five years.
Líder
owns and operates 46 helicopters (including those purchased from Bristow)
serving the oil and gas industry in Brazil. Líder generated
approximately $305 million in revenue in 2008, approximately $60 million in
revenue in the quarter ended March 31, 2009 and had approximately 1,480
employees as of December 31, 2008. It also owns and operates 29
fixed-wing charter aircraft.
Shareholders
Agreement
On May
26, 2009, BL, JAA, EPV, APEL, Rotorbrás, and Líder entered into a Shareholders
Agreement to define the relationship of the shareholders of Líder and to outline
issues related to its management. Pursuant to the Shareholders
Agreement, Líder will be managed by a Board of Officers that in turn will report
to the Board of Directors. BL is entitled to appoint a senior manager
who reports to the President of Líder and participates in the meetings of the
Board of Officers. BL is also entitled to appoint one of the five
members of Líder’s Board of Directors. In addition, the approval of
BL is required for certain actions, including changes to Líder’s bylaws,
decisions involving Líder’s securities, mergers, spin-offs, certain asset
dispositions, certain changes in debt levels and actions involving Líder’s
dissolution or reorganization. BL is restricted from selling its
Líder shares for three years, has a right of first refusal on all secondary
sales and has a tag along right for any transfer of shares. In
addition, Líder shareholders may choose to have Líder make an initial public
offering of shares after three years, which would require BL’s consent if BL
would be diluted below 30% ownership or Líder’s ratio of Net Debt (as defined)
to EBITDA would be reduced to less than one. The Shareholders
Agreement will remain in effect for ten years, and it will automatically renew
for an additional ten year term, unless terminated earlier by its
terms.
SIGNATURE
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.
Dated: June 1, 2009
BRISTOW
GROUP INC.
(Registrant)
By:
/S/ Randall A.
Stafford
Randall
A. Stafford
Vice
President and General
Counsel,
Corporate Secretary