Bristow Group to Offer $200 Million in Stock

Bristow Group Inc. (NYSE:BRS) is commencing a public offering of $200 million of mandatory convertible preferred stock. Bristow intends to use the net proceeds for the following purposes:

--to fund the $98.8 million purchase price for the acquisition of five large aircraft under options it intends to exercise that expire on September 30, 2006;

--to fund a portion of the $349.4 million purchase price for the acquisition of additional aircraft under options it may exercise; and

--to fund a portion of the $394.5 million purchase price for the acquisition of aircraft on order as of June 30, 2006.

Depending on the timing of such uses, Bristow may use a portion of the net proceeds for working capital and other general corporate purposes, including acquisitions.

The mandatory convertible preferred stock will, if not earlier converted, automatically convert on September 15, 2009 into a specified number of shares of common stock depending on the average closing price of the common stock during a specified period preceding such date, as described in the prospectus. The mandatory convertible preferred stock will entitle holders to a fixed cumulative cash dividend when, as and if declared by Bristow.

Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as joint book runners for the offering, Jefferies & Company is acting joint lead manager for the offering and Banc of America Securities LLC, Howard Weil Incorporated, Johnson Rice & Company L.L.C., J.P. Morgan Securities Inc. and Simmons & Company International are acting as co-managers for the offering.

Bristow intends to grant the underwriters a 30-day option to purchase up to $30 million in additional shares of mandatory convertible preferred stock. Bristow intends to apply to have the mandatory convertible preferred stock listed on the New York Stock Exchange.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

When available, a copy of the prospectus relating to this offering may be obtained by contacting Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010 (Toll Free: 800-221-1037 or 212-538-5441 or Fax: 212-325-8057) or Goldman, Sachs & Co., Attn: Prospectus Dept., 85 Broad Street, New York, New York 10004 (Fax: 212-902-9316 or e-mail at

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