Obligation Bristow US Holdings 6.25% ( US110394AE39 ) en USD

Bristow US Holdings

100 % ▲

Etas-Unis

US110394AE39 ( en USD )

6.25% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

14/10/2022 - Obligation échue

Prospectus brochure de l'obligation Bristow Holdings U.S US110394AE39 en USD 6.25%, échue

1 000 USD

450 000 000 USD

110394AE3

N/A

Bristow Holdings Inc. est une société américaine spécialisée dans les services héliportés, offrant des solutions de transport et de soutien aérien pour les industries de l'énergie, du secteur public et du transport maritime, principalement aux États-Unis et au niveau international.

L'Obligation émise par Bristow US Holdings ( Etas-Unis ) , en USD, avec le code ISIN US110394AE39, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2022

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Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-183816
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class
Aggregate
Amount of
of Securities to be Offered

Offering Price
Registration Fee (1)
6 1/4% Senior Notes due 2022.

$450,000,000
$51,570

(1) The registration fee of $51,570 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 10, 2012.

1 4

We are offering $450,000,000 aggregate principal amount of our 6 1/4% Senior Notes due 2022, or the "notes." The notes will bear
interest at a rate of 6 1/4% per year. Interest on the notes will be payable semi-annually in arrears on April 15 and October 15 of each year,
beginning April 15, 2013. The notes will mature on October 15, 2022.
We have the option to redeem all or a portion of the notes at any time on or after October 15, 2017 at the redemption prices set forth in
this prospectus supplement or before October 15, 2017 upon payment of a make-whole premium. In addition, before October 15, 2015, we
may redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings if certain
conditions are met.

Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-16 of this prospectus
supplement and on page 2 of the accompanying prospectus to read about factors you should consider before
buying the notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Proceeds, Before Expenses,

Public Offering Price

Underwriting Discount

to Us

Per Note

Total
Per Note

Total
Per Note

Total

6 1/4% Senior Notes due 2022
100.000% $450,000,000 1.500%
$6,750,000 98.500% $443,250,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from
October 12, 2012 and must be paid by the purchasers if the notes are delivered after October 12, 2012.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. The underwriters expect to
deliver the notes through the facilities of The Depository Trust Company against payment in New York, New York on October 12, 2012.
Joint Global Coordinators and Joint Book-Running Managers

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
J.P. Morgan

Wells Fargo Securities
Co-Managers

HSBC

US Bancorp

The date of this prospectus supplement is September 27, 2012.

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TABLE OF CONTENTS
Prospectus Supplement
Summary
S-1

Summary Historical Financial Information
S-13

Risk Factors
S-16

Special Note Regarding Forward Looking Statements
S-31

Use of Proceeds
S-32

Capitalization
S-33

Selected Historical Financial Data
S-34

Management's Discussion and Analysis of Financial Condition and Results of Operations
S-37

Business
S-77

Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends
S-91

Description of Indebtedness
S-92

Description of the Notes
S-96

Material U.S. Federal Income and Estate Tax Considerations
S-143
Underwriting
S-148
Legal Matters
S-153
Experts
S-153
Where You Can Find More Information
S-153
Index to Financial Statements
F-1

Prospectus

Bristow Group Inc.
2

Risk Factors
2

Forward-Looking Statements
3

Use of Proceeds.
4

Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends
4

Description of Debt Securities
4

Description of Guarantees of the Debt Securities
5

Description of Capital Stock
5

Description of Warrants
10
Plan of Distribution
10
Legal Matters
12
Experts
12
Where You Can Find More Information
12

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus or any free writing prospectus prepared by us or on our behalf. We have not authorized anyone to provide
you with additional or different information. We are not making an offer to sell these notes or the guarantees in any jurisdiction
where the offer is not permitted. You should not assume that the information contained in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the front of this document or that any information we
have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Our
business, financial condition, results of operations and prospects may have changed since these dates.
It is expected that delivery of the notes will be made against payment therefor on or about the date specified on the cover of this
prospectus supplement, which is the tenth business day following the date of pricing of the

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notes (such settlement cycle being referred to as "T+10"). You should note that trading of the notes on the date of this prospectus
supplement or the next six succeeding business days may be affected by the T+10 settlement. Please read "Underwriting."
We provide information to you about this offering of our notes in two separate documents that are bound together: (1) this prospectus
supplement, which describes the specific details regarding this offering, and (2) the accompanying prospectus, which provides general
information, some of which may not apply to this offering. Generally, when we refer to this "prospectus," we are referring to both
documents combined. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this
prospectus supplement.
You should carefully read this prospectus supplement and the accompanying prospectus, including the information incorporated by
reference in the prospectus, before you invest. These documents contain information you should consider when making your investment
decision.

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SUMMARY
This summary highlights certain information contained elsewhere in this prospectus supplement. This summary does not
contain all of the information you should consider before deciding whether to participate in this offering. You should carefully read
the entire prospectus supplement, the accompanying prospectus, and the documents incorporated by reference in their entirety,
including "Risk Factors," before deciding whether to participate in this offering. We use the pronouns "we", "our" and "us" and
the terms "Bristow Group" and the "Company" to refer collectively to Bristow Group Inc. and its consolidated subsidiaries and
affiliates, unless otherwise indicated or the context otherwise requires. We also own interests in other entities that we do not
consolidate for financial reporting purposes, which we refer to as unconsolidated affiliates, unless otherwise indicated or the
context otherwise requires. Bristow Group, Bristow Aviation Holdings Limited ("Bristow Aviation"), its consolidated subsidiaries
and affiliates, and the unconsolidated affiliates are each separate corporations, limited liability companies or other legal entities,
and our use of the terms "we", "our" and "us" does not suggest that we have abandoned their separate identities or the legal
protections given to them as separate legal entities. Our fiscal year ends March 31, and we refer to fiscal years based on the end of
such period. Therefore, the fiscal year ended March 31, 2012 is referred to as "fiscal year 2012." In the discussion that follows,
the terms "Current Quarter" and "Comparable Quarter" refer to the three months ended June 30, 2012 and 2011, respectively.
Our Company
We are the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft
operated and one of two helicopter service providers to the offshore energy industry with global operations. We have a long history in
the helicopter services industry through Bristow Helicopters Ltd. and Offshore Logistics, Inc., having been founded in 1955 and 1969,
respectively. We have major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other
major offshore energy producing regions of the world, including Alaska, Australia, Brazil, Russia and Trinidad. We generated 82%,
89% and 87% of our consolidated operating revenue, business unit operating income and business unit adjusted EBITDAR,
respectively, from operations outside of the U.S. during the Current Quarter.
We conduct our business in one segment: Helicopter Services. The Helicopter Services segment operations are conducted
primarily through five business units:

·
Europe,

·
West Africa,

·
North America,

·
Australia, and

·
Other International.
We provide helicopter services to a broad base of major integrated, national and independent offshore energy companies. Our
clients charter our helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs
and other installations. To a lesser extent, our clients also charter our helicopters to transport time-sensitive equipment to these offshore
locations. In addition to our primary Helicopter Services operations, we also operate a training business unit, Bristow Academy, and
provide technical services to clients in the U.S. and U.K. As of June 30, 2012, we operated 357 aircraft (including 301 owned aircraft
and 56 leased aircraft; 17 of the owned aircraft are held for sale) and our unconsolidated affiliates operated 194 aircraft in addition to
those aircraft leased from us.

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Our Fleet
The chart below presents (1) the number of helicopters in our fleet and their distribution among the business units of our
Helicopter Services segment as of June 30, 2012; (2) the number of helicopters which we had on order or under option as of June 30,
2012; and (3) the percentage of operating revenue which each of our business units provided during the Current Quarter. For additional
information regarding our commitments and options to acquire aircraft, see Note 6 in the "Notes to Condensed Consolidated Financial
Statements" included elsewhere in this prospectus supplement.

Aircraft in Consolidated Fleet

Percentage

of Current

Helicopters

Quarter
Operating
Fixed
Unconsolidated

Revenue
Small Medium Large Training Wing Total (1)(2)
Affiliates (3) Total
Europe
39%
-- 15

43

-- -- 58

64

122
West Africa
21%
10
25

7

-- 3

45

-- 45
North America
16%
67
22

2

-- -- 91

-- 91
Australia
12%
2

10

16

-- -- 28

-- 28
Other International
10%
4

40

14

-- -- 58

130

188
Corporate and other
2%
--
-- -- 77

-- 77

-- 77

Total
100%
83
112

82

77

3

357

194

551

Aircraft not currently in fleet: (4)

On order

--
-- 17

-- -- 17

Under option

-- 12

24

-- -- 36

(1) Includes 17 aircraft held for sale and 56 leased aircraft as follows:

Held for Sale Aircraft in Consolidated Fleet

Helicopters

Fixed

Small
Medium
Large
Training
Wing
Total
Europe

--
2

3

--
--
5

West Africa

--
1

--
--
--
1

North America

--
--
--
--
--
--
Australia

--
1

3

--
--
4

Other International

--
7

--
--
--
7

Corporate and other

--
--
--
--
--
--

Total

--
11

6

--
--
17

Leased Aircraft in Consolidated Fleet

Helicopters

Fixed

Small
Medium
Large
Training
Wing
Total
Europe

--
--
8

--
--
8

West Africa

--
1

--
--
--
1

North America

1

11

2

--
--
14
Australia

2

--
1

--
--
3

Other International

--
--
--
--
--
--
Corporate and other

--
--
--
30

--
30

Total

3

12

11

30

--
56

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(2)
The average age of our fleet, excluding training aircraft, was approximately 12 years as of June 30, 2012.
(3)
The 194 aircraft operated by our unconsolidated affiliates do not include those aircraft leased from us.
(4)
This table does not reflect aircraft which our unconsolidated affiliates may have on order or under option.
The commercial aircraft in our consolidated fleet represented in the above chart are our primary source of revenue. To normalize
the consolidated operating revenue of our fleet for the different revenue productivity and cost of our commercial aircraft, we developed
a common weighted factor that combines large, medium and small aircraft into a combined standardized number of revenue producing
commercial aircraft assets. We call this measure Large AirCraft Equivalent ("LACE"). Our large, medium and small aircraft are
weighted as 100%, 50%, and 25%, respectively, to arrive at a single LACE number, which excludes Bristow Academy aircraft, fixed
wing aircraft, affiliate aircraft, aircraft held for sale and aircraft construction in process. We divide our operating revenue (annualized
in the case of quarterly information) from commercial contracts, which excludes operating revenue from affiliates and reimbursable
revenue, by LACE to develop a LACE rate, which is a standardized rate on which we disclose results and provide guidance. Our
current number of LACE aircraft is 147 and our historical LACE and LACE rate is as follows:

Current
Fiscal Year Ended March 31,

Quarter
2012
2011
2010
2009
2008
LACE
147

149
153 159 164 161
LACE Rate (in millions)
$ 8.55 $7.89 $7.15 $6.49 $6.14 $5.72
The following table presents the percentage of LACE leased as of June 30, 2012:

Europe

17%
West Africa

2%
North America

26%
Australia

11%
Other International

-- %
Total

12%
Our Strategy
Our goal is to strengthen our position as a leading helicopter services provider to the offshore energy industry. We intend to
employ the following well defined business/commercial and capital allocation strategies to achieve this goal:
Business/Commercial Strategy

· Be the preferred provider of helicopter services. We position our business to be the preferred provider of helicopter
services by maintaining strong relationships with our clients and providing safe and high-quality service. In order to create
differentiation and add value to our clients, we focus on enhancing our value to our clients through the initiatives of "Target
Zero Accidents," "Target Zero Downtime" and "Target Zero Complaints," which comprise our program called the "Bristow
Client Promise." This program is designed to deliver continuous improvement in all these important areas and demonstrate

our commitment to providing higher hours of zero-accident flight time with on-time and up-time helicopter transportation
service. We maintain relationships with our clients' field operations and corporate management that we believe helps us
better anticipate client needs and provide our clients with the right aircraft in the right place at the right time, which in turn
allows us to better manage our fleet utilization and capital investment program. We also leverage our close relationships
with our clients to establish mutually beneficial operating practices and safety standards worldwide. By applying
standardized-first-rate operating and safety practices across our global operations, we seek to

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provide our clients with consistent, high-quality service in each of their areas of operation. By better understanding and

delivering on our clients' needs with our global operations and safety standards, we believe we effectively compete against
other helicopter service providers based on aircraft availability, client service, safety and reliability, and not just price.

· Grow our business while managing our assets. We plan to continue to grow our business globally and increase our revenue
and profitability over time, while managing through cyclical downturns in the energy industry. We conduct flight operations
in most major oil and gas producing regions of the world, and through our strong relationships with our existing clients, we
are aware of future business opportunities in the markets we currently serve that would allow us to grow through new

contracts. We anticipate these new opportunities will result in the deployment of new or existing aircraft into markets where
we expect they will earn desirable rates of return. Additionally, new opportunities may result in growth through acquisitions
and investments in existing or new markets, which may include increasing our role and participation with existing
unconsolidated affiliates, investing in new companies, or creating partnerships and alliances with existing industry
participants. We believe the combination of growth in existing and new markets will deliver improved shareholder returns.
Capital Allocation Strategy
Our capital allocation strategy is based on three principles as follows:

·
Prudent balance sheet management. Throughout our corporate and business unit management, we proactively manage our
capital allocation plan with a concentration on achieving business growth and improving rates of return, within the dictates
of prudent balance sheet management. We have funded our successful growth plan and maintained adequate liquidity by
raising approximately $1.4 billion of debt and equity by means of both public and private financings since fiscal year 2007,

and we intend to continue managing our capital structure and liquidity position relative to our commitments with external
financings when necessary and through the use of operating leases for 20-30% of our LACE. During fiscal year 2012, we
initiated a new financing strategy whereby we are now using operating leases to a larger extent than in the past. As of
June 30, 2012, aircraft under operating leases account

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for 12% of our LACE. Our adjusted debt to total equity ratio and total liquidity were 69.1% and $386.6 million,
respectively, as of June 30, 2012 and 70.8% and $401.6 million, respectively, as of March 31, 2012. Adjusted debt includes

the net present value of operating leases totaling $217.0 million and $190.2 million, respectively, letters of credit and
guarantees totaling $1.5 million and $17.5 million, respectively, and the unfunded pension liability of $109.8 million and
$111.7 million, respectively, as of June 30 and March 31, 2012.

·
Highest return. Our internal financial management framework, called Bristow Value Added ("BVA"), focuses on the returns
we deliver across our organization. BVA is computed by subtracting a capital charge for the use of gross invested capital
from after tax operating cash flow. Our goal is to achieve strong improvements in BVA over time by (1) improving the
returns we earn throughout our organization via cost and capital efficiency improvements as well as through better pricing
based on the differentiated value we deliver to clients via aircraft safety, availability, client service and reliability;

(2) deploying more capital into commercial opportunities where management believes we can deliver strong returns and
when we believe it will benefit the Company and our shareholders, including making strategic acquisitions or strategic
equity investments; and (3) withdrawing capital from areas where returns are deemed inadequate and unable to be
sufficiently improved. When appropriate, we may divest parts of the Company. Improvements in BVA is the primary
financial measure in our management incentive plan, which is designed to align the interests of management with
shareholders.

·
Balanced shareholder return. We have invested $2.0 billion on capital expenditures to grow our business since fiscal year
2007. We believe our liquidity position and cash flows from operations will be adequate to finance operating and
maintenance capital expenditures, so we have considered our capital deployment alternatives for the future to deliver a more
balanced return to our shareholders. On July 31, 2012, our board of directors approved our sixth consecutive quarterly
dividend. Also, on November 2, 2011, our board of directors authorized the expenditure of up to $100 million to repurchase

shares of our Common Stock within 12 months from that date, of which $25.1 million was spent in fiscal year 2012. For
additional information on our repurchases of Common Stock, see "Share Repurchases" in Note 11 in the "Notes to
Consolidated Financial Statements" included elsewhere in this prospectus supplement. The timing and method of any
repurchases under the program will depend on a variety of factors, is subject to our results of operations, financial
condition, cash requirements, and other factors and restrictions under applicable law and our debt instruments, and may be
suspended or discontinued at any time.
Our Strengths
We believe that we possess a number of strengths, including:

·
We have a global footprint. We operate in over 20 countries and have the largest fleet of helicopters serving the offshore
energy industry in the world. We have the largest fleet in the U.S. Gulf of Mexico and Canada and also have a strong market

position in other key markets, including the North Sea, Nigeria, Brazil and Australia. This global footprint allows us to
provide our offshore energy customers with consistent, high-quality service, reduces our exposure to any one market and
provides us with flexibility in deploying our aircraft to the most attractive markets.

·
We have a record of safe operations and operate a modern, well-maintained fleet. We have a record of safe operations,
including fewer accidents per 100,000 flight hours over the past five years than the industry average for the U.S. Gulf of

Mexico and the North Sea. We continuously maintain and improve the quality of the equipment that we operate and apply
state-of-the-art safety technologies across our global organization. As of June 30, 2012, the average age of the helicopters in
our consolidated fleet was approximately 12 years.

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·
We have strong, long-term relationships with our customers. We have strong, long-term relationships with our customers,
which include major, independent, international and national energy companies. Our close relationships with these

companies have allowed us to expand our aircraft fleet by allowing us to identify specific projects that require new aircraft
prior to committing capital for aircraft purchases.

·
We have a history of consistent revenue and Adjusted EBITDAR growth and receive a majority of our revenue from
activities related to production activity. We have a history of consistent revenue growth, including 7.3% compounded
annual growth rate over the past four fiscal years. Our growth has translated into increases in Adjusted EBITDAR (as
defined under "Summary Historical Financial Information") of 7.2% compounded annually over the past four fiscal years.
The majority of our revenue is attributable to production activity. Our revenues are driven primarily by offshore operating
expenses, which have remained stable despite the economic downturn in 2008. The ongoing nature of production work

makes it less volatile than exploration and development work, which is more reactive to changes or expected changes in
commodity prices. Accordingly, we have experienced less volatility in demand than other sectors of the energy services
industry. In addition, most of our contracts provide that the customer will reimburse us for cost increases associated with the
contract, including fuel cost increases. Lastly, our pricing structure, consisting of a fixed reservation fee plus additional fees
for each hour flown, fixes a percentage of our revenue stream in the short-term, stabilizing the impact of short-term
fluctuations in flight hours by customers.

·
We have a strong balance sheet that provides financial flexibility. Pro forma for this offering and the application of the net
proceeds therefrom as described under "Use of Proceeds," our balance sheet debt as a percentage of total capital was
41.1% at June 30, 2012, and we had $299.2 million of cash and cash equivalents and $159.4 million of available borrowing
capacity under our Credit Facilities (not including the 364-Day Term Loan Facility described in "Description of

Indebtedness" that we expect to enter into prior to the closing of this offering and in connection with the transaction
described below under "-- Recent Developments -- Pending Investment"). We believe that this capital structure provides
us with the financial flexibility to pursue opportunities to grow our business, including through the aircraft fleet expansion
program described above.

·
We have an experienced management team. Our management team has extensive experience in the energy services industry
and helicopter services sector. We train each of these managers on our corporate values, including safety, quality, integrity

and profitability, and their performance is evaluated using key performance indicators which directly link to those values.
Our senior management team is composed of six executives who have an average of over 26 years of relevant experience.
Recent Developments
Concurrent Tender Offer and Consent Solicitations for 7 1/2% Senior Notes. Concurrently with this notes offering, we
commenced a cash tender offer (the "Tender Offer") for any or all of the $350 million outstanding principal amount of our 7 1/2%
Senior Notes due 2017 ("7 1/2% Senior Notes"). Pursuant to the Tender Offer, we are offering to purchase for cash any and all of such
7 /
1 2% Senior Notes validly tendered on or prior to the expiration date of the Tender Offer for tender offer consideration of up to
$1,041.50 per $1,000 principal amount of 7 1/2% Senior Notes as provided in the terms of the Tender Offer, which for tenders made
prior to 5:00 p.m., New York City time, on October 11, 2012 (as such date may be extended, the "Consent Expiration") includes a
consent payment of $30.00 per $1,000 principal amount of 7 1/2% Senior Notes. Noteholders will receive accrued and unpaid interest
from the last interest payment date on their 7 1/2% Senior Notes up to, but not including, the applicable settlement date for all of their
7 /
1 2% Senior Notes that we accept for purchase in the Tender Offer. The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on October 25, 2012 and is subject

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