Obligation Bristow Global 7.75% ( US26885GAB59 ) en USD

Bristow Global

100 % ▲

Etas-Unis

US26885GAB59 ( en USD )

7.75% par an ( paiement semestriel )

14/12/2022 - Obligation échue

Prospectus brochure de l'obligation Bristow Group US26885GAB59 en USD 7.75%, échue

2 000 USD

200 000 000 USD

26885GAB5

N/A

N/A

Bristow Group est une société internationale de services aériens spécialisée dans le transport de passagers et de fret, principalement pour les industries pétrolière et gazière, ainsi que pour les missions de sauvetage et de recherche.

Le marché obligataire a récemment clôturé un chapitre concernant une émission notable de la part de Bristow Group, une entité basée aux États-Unis et acteur majeur dans le domaine des services d'aviation industrielle, notamment la fourniture de services d'hélicoptères pour l'industrie énergétique offshore et les organismes gouvernementaux. L'instrument en question, une obligation identifiée par le code ISIN US26885GAB59 et le code CUSIP 26885GAB5, était libellée en dollars américains (USD) et offrait un taux d'intérêt fixe de 7,75%, versé selon une fréquence de paiement semestrielle, soit deux fois par an. L'émission totale représentait un montant de 200 000 000 USD, avec une taille minimale d'achat fixée à 2 000 USD par tranche. Le point crucial de cette obligation réside dans sa date de maturité, fixée au 14 décembre 2022. À cette date, l'obligation a atteint son échéance et a été intégralement remboursée à sa valeur nominale de 100% sur le marché, confirmant ainsi le respect de ses engagements financiers par Bristow Group envers ses porteurs d'obligations.

EraGroup-Prospectus
http://www.sec.gov/Archives/edgar/data/1525221/000152522113000055...
424B5 1 eragroup-prospectus.htm 424B5
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-188050
PROSPECTUS
Era Group Inc.
Offer to Exchange up to
$ 200,000,000 of 7.750% SENIOR NOTES DUE 2022
REGISTERED UNDER THE SECURITIES ACT
FOR
A LIKE PRINCIPAL AMOUNT OF 7.750% SENIOR NOTES DUE 2022
Era Group Inc. is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to
exchange an aggregate principal amount of up to $200,000,000 of our 7.750% Senior Notes due 2022 (the "Exchange Notes") and related guarantees, which
have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal principal amount of our outstanding 7.750% Senior
Notes due 2022 (the "Outstanding Notes," and such transaction, the "exchange offer") and related guarantees that have not been so registered.
We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have
been registered under the Securities Act. The Exchange Notes will represent the same debt as the Outstanding Notes, and we will issue the Exchange Notes
under the same indenture as the Outstanding Notes.
______________________
The Exchange Offer
·
We will exchange all Outstanding Notes that are validly tendered and not validly withdrawn for an equal principal amount of Exchange Notes that are freely
tradable.
·
You may withdraw tenders of Outstanding Notes at any time prior to the expiration of the exchange offer.
·
The exchange offer expires at 5:00 p.m., New York City time, on June 10, 2013, unless extended. We do not currently intend to extend the expiration date.
·
The exchange of Outstanding Notes for Exchange Notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See the
discussion under "Certain U.S. Federal Income Tax Considerations."
·
The terms of the Exchange Notes to be issued in the exchange offer are substantially identical to the Outstanding Notes, except that the Exchange Notes will be
freely tradable under the Securities Act and will not be entitled to registration rights. The Exchange Notes will not have the right to earn additional interest
under circumstances relating to our registration obligations.
·
Certain of our subsidiaries will guarantee our obligations under the Exchange Notes, including the payment of principal, interest and premium (if any) on the
notes. These guarantees of the Exchange Notes will be general unsecured and unsubordinated obligations of the guarantors.

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Each holder of Outstanding Notes wishing to accept the exchange offer must deliver its Outstanding Notes to be exchanged, together with the letter of transmittal
that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus. Alternatively, you may effect a tender of
unregistered notes by book-entry transfer into the exchange agent's account at The Depository Trust Company ("DTC"). All deliveries are at the risk of the holder. You
can find detailed instructions concerning delivery in the section called "The Exchange Offer" in this prospectus and in the accompanying letter of transmittal.
We have not applied, and do not intend to apply, to list the Exchange Notes on any national securities exchange or automated quotation system.
_________________
You should carefully consider the risks set forth under "Risk Factors" beginning on page 18 of this prospectus for a discussion of factors you should
consider before participating in the exchange offer.
_________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act. See page 5.
If you are a broker-dealer that receives exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any
resale of the exchange notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, you will not be
deemed to admit that you are an "underwriter" within the meaning of the Securities Act. You may use this prospectus, as we may amend or supplement it in the future,
for your resales of exchange notes. We will use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, remain
effective for a period ending on the earlier of (i) 180 days from the date on which the registration statement containing this prospectus is declared effective and (ii) the
date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activity. We will also amend or
supplement this prospectus during this 180-day period, if requested by one or more participating broker-dealers, in order to expedite or facilitate such resales.
The date of this prospectus is May 10, 2013.

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EraGroup-Prospectus
http://www.sec.gov/Archives/edgar/data/1525221/000152522113000055...
Table of Contents
About This Prospectus
iii

Where You Can Find More Information
iv

Cautionary Statement Regarding Forward-Looking Statements
v

Prospectus Summary
1

Risk Factors
18

Ratio of Earnings to Fixed Charges
40

Use of Proceeds
41

Capitalization
42

Selected Historical Consolidated Financial Data
44

Unaudited Pro Forma Consolidated Financial Data
45

Management's Discussion and Analysis of Financial Condition and Results of Operations
49

Business
65

Management
75

Compensation of Directors
82

Compensation of Officers
83

Security Ownership by Certain Beneficial Owners and Management
96

Certain Relationships and Related Party Transactions
100

The Exchange Offer
108

Description of Exchange Notes
116

Certain U.S. Federal Income Tax Considerations
164

Plan of Distribution
165
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Legal Matters
165

Experts
165

Index to Consolidated Financial Statements
F-1
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EraGroup-Prospectus
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ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus and in any applicable prospectus supplement and the accompanying letter of
transmittal. We have not authorized any other person to provide you with different information. The information contained in this prospectus and any
applicable prospectus supplement are accurate only as of the date such information is presented. Our business, financial condition, results of operations and
prospects may have subsequently changed. You should also read this prospectus together with the additional information described under the heading "Where
You Can Find More Information."
This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement contained in this
prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement
modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any
statement so superseded will be deemed not to constitute a part of this prospectus.
The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us
and the securities offered under this prospectus. The registration statement, including the exhibits, is available from the Company without charge and can be
read on the website of the Securities and Exchange Commission ("SEC") or at the offices of the SEC mentioned under the heading "Where You Can Find
More Information."
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4, of which this prospectus forms a part, with respect to the issuance of the Exchange Notes.
This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. Some items are omitted in
accordance with the rules and regulations of the SEC. For further information about us and the Exchange Notes, we refer you to the registration statement. You should be
aware that the statements made in this prospectus as to the contents of any agreement or other document filed as an exhibit to the registration statement are not complete.
Although we believe that we have summarized the material terms of these documents in the prospectus, these statements should be read along with the full and complete
text of the related documents.
We are required to file annual, quarterly and special reports, proxy statements and other information with the SEC. Any reports or documents we file with the
SEC, including the registration statement, may be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington
D.C. 20549. Copies of these reports or other documents may be obtained at prescribed rates from the Public Reference Room of the SEC located at Room 1580,
100 F Street, N.E., Washington D.C. 20549. For further information about the Public Reference Section, call 1-800-SEC-0330. Such materials may also be accessed
electronically by means of the SEC's home page on the Internet (www.sec.gov).
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and other materials and oral statements that the Company releases from time to time to the public contain, or will contain forward-looking
statements. Such forward-looking statements concerning management's expectations, strategic objectives, business prospects, anticipated economic performance and
financial condition and other similar matters involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results,
performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking
statements. Certain of these risks, uncertainties and other important factors are discussed in "Risk Factors." It should be understood that it is not possible to predict or
identify all such factors. Consequently, the following should not be considered to be a complete discussion of all potential risks or uncertainties. The words
"anticipate," "estimate," "expect," "project," "intend," "believe," "plan," "target," "forecast" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements speak only as of the date of filing this prospectus. It is advisable, however, to consult any further disclosures the Company
makes on related subjects in its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and
Exchange Commission.
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EraGroup-Prospectus
http://www.sec.gov/Archives/edgar/data/1525221/000152522113000055...
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and may not contain all of the information that may be important to you. For
a more complete understanding of our business and the exchange offer, you should read this summary together with the more detailed information and financial
statements appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the "Risk Factors" and "Cautionary
Statement Concerning Forward-Looking Statements" sections. Unless the context indicates otherwise, the terms "we," "our," "ours," "us" and the "Company"
refer to Era Group Inc. and its consolidated subsidiaries. "Era Group" refers to Era Group Inc., incorporated in 1999 in Delaware. "Common Stock" refers to the
common stock, par value $0.01 per share, of Era Group. The Company's fiscal year ended on December 31, 2012.
Our Company
We are one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., which is our primary area of
operations. In the year ended December 31, 2012, approximately 56% and 15% of our total operating revenues were earned in the U.S. Gulf of Mexico and Alaska,
respectively. We also provide helicopters and related services to third-party helicopter operators in other countries. In addition to our U.S. customers, we currently
have customers in Brazil, Canada, India, Indonesia, Mexico, Norway, Spain, Sweden, the United Kingdom and Uruguay. Our helicopters are primarily used to transport
personnel to, from and between offshore installations, drilling rigs and platforms.
The primary users of our helicopter services are major integrated and independent oil and gas companies, including Anadarko Petroleum Corporation
("Anadarko"), Shell Exploration and Production Company ("Shell"), and Petrobras America Inc. ("Petrobras America"), and the U.S. government. In the years ended
December 31, 2012 and 2011, approximately 64% and 54% of our operating revenues, respectively, were derived from helicopter services, including emergency
search and rescue services, provided to clients primarily involved in oil and gas activities. In addition to serving the oil and gas industry, we provide helicopters under
contract-lease, air medical services, firefighting support and Alaska flightseeing tours, among other activities. Historically, our operations have primarily served the
U.S. offshore oil and gas industry. We have initiated efforts to reduce our dependence on that market and take advantage of the mobility and versatility of our helicopters
in order to expand into other geographic regions.
In recent years, we have developed helicopter contract-leasing opportunities to enter developing international markets. We contract-lease to third parties and
foreign affiliates. We typically own a 50% interest in the foreign affiliates and their financial results are not consolidated with our financial results. These third parties
and affiliates in turn provide helicopter services to clients in their local markets. Under our contract-lease arrangements, operational responsibility is normally assumed
by the lessee, which results in lower investment costs for overseas infrastructure. In certain countries, where we believe it is beneficial to access the local market for
offshore helicopter support, such as Brazil, we have entered into joint venture relationships.
In Alaska we operate a fixed based operation ("FBO") at Ted Stevens Anchorage International Airport, leasing storage space and selling fuel and other
services to a diverse group of general aviation companies and large corporations. In addition, we operate light and medium helicopters on the North Slope and around
Prudhoe Bay in support of oil and gas exploration, development and production activities and inland in support of firefighting activities. We also operate light
helicopters in a flightseeing operation, primarily in support of the cruise line industry providing passengers with glacier and dog-sled tours from Juneau and Denali.
We provide a number of additional services through joint ventures that complement our core chartering and contract-leasing activities. We hold a 50% interest
in our Dart Holding Company Ltd. ("Dart") joint venture, which is a sales and manufacturing organization based in Canada that engineers and manufactures after-market
helicopter parts and accessories for sale to helicopter manufacturers and operators and distributes parts and accessories on behalf of other manufacturers. We also hold
a 50% interest in Era Training Center LLC ("Era Training"), a joint venture based in Lake Charles, Louisiana, that provides instruction, flight simulator and other
training to our employees, pilots working for third parties, other helicopter companies, including our competitors, and government agencies.
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Competitive Strengths
We believe the following are our key competitive strengths:
Blended operating and contract-leasing business model--We believe, based on our industry experience and understanding of the business models of our
competitors, the combination of operating helicopters and contract-leasing helicopters to other operators is a distinctive business model in the helicopter services
industry. We believe our operating business in the U.S. provides a critical competitive benefit when offering helicopters to operators outside the U.S. because our U.S.
operations are able to serve as a support center for non-U.S. clients. Our contract-leasing activities, which accounted for approximately 22% and 28% of our revenues
in the years ended December 31, 2012 and 2011, respectively, enable us to reach new geographic markets, achieve more stable cash flow, create diverse uses for our
helicopters and help maintain higher utilization than would otherwise be feasible. In addition, we can penetrate these markets without the cost associated with setting up
a full service, proprietary operation. Unlike financial leasing entities, we can work with clients that need helicopters for relatively short-term contracts. We also offer
operational support, training, maintenance and access to our inventory of spare parts. We believe this blended business model allows for a more efficient deployment of
our capital resources.
Our diverse and modern fleet--We have one of the largest U.S.-based helicopter fleets and one of the largest fleets of helicopters operating on a global basis.
We own or lease 12 different models of helicopters, including heavy, medium, light twin engine and light single engine helicopters. As of December 31, 2012, we had
placed orders for 11 new helicopters. We believe our size allows us to purchase helicopters and spare parts on attractive terms. Since 2004, we have invested over
$900.0 million to purchase over 120 helicopters and have sold or otherwise divested 80 helicopters, allowing us to upgrade our fleet's capabilities and reduce the
average age of our owned fleet to 11 years.
Asset ownership model--We generally prefer to own, rather than lease, our helicopters to take advantage of attractive return potential provided by the
significant level of value retention maintained by helicopters. As of December 31, 2012, we owned 175 helicopters, either directly or via joint venture, representing
93% of our total fleet. Helicopter components are replaced on a regular basis after a certain number of flight hours, meaning that we are regularly installing new
components to maintain our fleet. Helicopters have extended useful lives with various uses across multiple end markets, and generally retain a significant amount of
their value over their useful lives. Since 2004, we have sold over 70 helicopters for aggregate sale proceeds that exceeded original acquisition costs by over $25.0
million and for an aggregate gain of more than $50.0 million over book value at the time of sale. In contrast, a number of our key competitors lease, rather than own, a
significant portion of their helicopters, and we believe our competitors are increasingly utilizing this leasing strategy.
Long-term customer relationships--We have strong, longstanding relationships with many of our key oil and gas industry customers and international clients,
such as Anadarko, Shell and Petrobras America. We also have a long-term relationship with the Bureau of Safety and Environmental Enforcement ("BSEE"), a division
of the U.S. Department of the Interior, which accounted for 9.4% and 7.2% of revenues during the years ended December 31, 2012 and 2011, respectively. Effective
February 2012, we entered into a new contract with BSEE with an initial term of five years that is subject to annual renewal. We believe that our level of service, our
technologically advanced fleet and our focus on safety have helped us establish and maintain our long-term customer relationships. As a result of these relationships, we
believe that we are able to compete effectively for new business from our customers as they grow and expand their helicopter services needs.
High quality workforce--We have a highly skilled workforce. Our pilots average over 6,800 hours of flight experience, and a significant number of them are
qualified to operate more than one type of helicopter. Our mechanics average over 16 years of experience and receive ongoing training from both helicopter
manufacturers and our in-house team of professional instructors.
Strong, experienced leadership team--Our senior management team has a broad range of domestic and international experience in the aviation industry. We
believe this team has a proven track record of managing assets through market cycles and identifying, acquiring and integrating assets while maintaining efficient
operations. Our management team has also been successful in maintaining strong relationships with our customers.
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Our Strategy
Our goal is to be a leading, cost effective global provider of helicopter transport and related services. The following are potential opportunities which we
regularly review:
Expand into new and growing geographic markets--We believe there are significant opportunities in offshore oil and gas markets outside of the U.S., and we
continually seek to access these growth markets. In July 2011, we acquired an interest in Aeróleo Taxi Aereo S/A ("Aeróleo"), a Brazilian company servicing the
Brazilian offshore oil and gas industry and to which we contract-lease helicopters and provide support services. We also have working relationships with operators in
Africa, Asia and Australia. We believe that several of these markets are underserved by larger multinational helicopter operators and, as a result, provide us with
opportunities for growth.
Further develop contract-leasing opportunities--We believe contract-leasing helps to provide a source of revenues and cash flow and access to emerging,
international oil and gas markets. We believe customers look to us for helicopter contract-leasing because of our modern, efficient fleet, with a selection of helicopter
models to meet their needs. We intend to continue to develop and grow our participation in international markets, where the fundamentals for helicopter demand are
favorable, particularly to service offshore deepwater installations and new areas of exploration. We believe that the market for contract-leasing will continue to grow
as smaller operators in developing areas prefer the limited financial commitments of contracting equipment over purchasing, which has become increasingly difficult
for them given the reduction in capital made available from financial institutions to these smaller operators. Under certain circumstances, we may elect to establish our
own operations or acquire operating certificates if we believe there is sufficient opportunity in a market to warrant the cost and effort of us offering and overseeing a
full-service operation.
Continue to expand and upgrade our versatile fleet--We regularly review our asset portfolio by assessing market conditions and changes in our customers'
demand for different helicopter models. We buy, sell and lease out equipment in the ordinary course of our business. As offshore oil and gas drilling and production
move to deeper water in most parts of the world, we believe more heavy and medium helicopters may be required in the future. We believe our strong relationships
with the original equipment manufacturers ("OEMs") will help us maintain an asset base suitable for use within our own operations and for contract-leasing to other
operators. In addition, we intend to continue to pursue opportunities to realize value from our fleet's versatility by shifting assets between markets when circumstances
warrant.
Continue to selectively diversify sources of earnings and cash flow--Where attractive opportunities exist, we seek to diversify into related markets. One of
our joint ventures, Dart, engineers and manufactures after-market helicopter parts and accessories for sale to helicopter manufacturers and operators and distributes
parts and accessories on behalf of other manufacturers. Another joint venture, Era Training, provides instruction, flight simulator and other training to our employees,
pilots working for other helicopter operators, including our competitors, and government agencies.
Pursue joint ventures and strategic acquisitions--Over the last few years, in addition to expanding and diversifying our fleet, we have grown our business
and entered new markets through joint ventures. Since 2004, we have entered into six joint ventures and partnering arrangements, including Aeróleo, Dart, Era Do
Brazil LLC, Era Training, Heli-Union Era Australia Pty Ltd. and Lake Palma S.L. ("Lake Palma"). We regularly seek to identify potential joint venture opportunities, as
well as pursue strategic acquisitions when available. For instance, in 2007, we acquired the air medical services operations of Keystone Helicopter Corporation,
which we successfully integrated into our operations.
Risks Associated with Our Business
Our business is subject to numerous risks, as discussed more fully in the section entitled "Risk Factors," which you should read in its entirety. These risks
include, but are not limited to, the following:
·
The effect of the Spin-off (as defined) on our business relationships, operating results and business generally.
·
Demand for many of our services is impacted by the level of activity in the offshore oil and gas exploration, development and production industry.
·
Demand for using helicopters is cyclical, not just due to cycles in the oil and gas business but also due to fluctuation in government programs and spending, as
well as overall economic conditions.
·
We are highly dependent upon the level of activity in the U.S. Gulf of Mexico and Alaska.
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