Bristow greenshoe exercised, raising mandatory convertible preferreds to $230 million

By Laura Lutz

Des Moines, Oct. 6 - Bristow Group Inc. announced that the $30 million greenshoe in its offering of 5.5% mandatory convertible preferred stock was exercised, bringing the total deal size to $230 million.

The offering priced as a $200 million sale of 4 million shares of the three-year mandatories on Sept. 14. The shares were sold for $50 apiece, and they carried a threshold appreciation of 22.5%.

Credit Suisse and Goldman Sachs & Co. were the bookrunners of the registered off-the-shelf deal.

The mandatories will be convertible into Bristow common stock at the 20-day average closing price of the common stock, with a floor price of $35.26 per common share and a ceiling of $43.19 per common share. Bristow may force conversion of the preferreds at any time if the closing price of Bristow common stock exceeds 150% of the threshold appreciation price for at least 20 out of 30 consecutive trading days.

The mandatory preferreds will, if not earlier converted, automatically convert into no fewer than 5,324,960 shares of common stock and no more than 6,522,800 shares of common stock, depending on the average closing price of the common stock, on Sept. 15, 2009.

Bristow, a Houston-based provider of helicopter services to the offshore oil and gas industry, plans to use the proceeds of the deal to fund aircraft purchases. At pricing, Bristow said it would exercise options it currently has to acquire additional large aircraft upon completion of the offering.

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