--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 and subject to certain adjustments, automatically convert on September 15, 2009, into no fewer than 4,630,000 shares of common stock and no more than 5,672,000 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.
Bristow expects the closing of the offering to occur on September 19, 2006, subject to customary closing conditions.
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as joint book runners for the offering, Jefferies & Company is acting as 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 has granted the underwriters a 30-day option to purchase up to $30 million in additional shares of mandatory convertible preferred stock. Bristow has applied to have the mandatory convertible preferred stock listed on the New York Stock Exchange.
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 firstname.lastname@example.org).
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