NT 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


(Check One)		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

		For Period Ended: September 30, 2019

		☐ Transition Report on Form 10-K

		☐ Transition Report on Form 20-F

		☐ Transition Report on Form 11-K

		☐ Transition Report on Form 10-Q

		For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any

information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Part I — Registrant Information

Bristow Group Inc.

Full Name of Registrant

Not applicable

Former Name if Applicable

3151 Briarpark Drive, Suite 700

Address of Principal Executive Office (Street and Number)

Houston, Texas 77042

City, State and Zip Code

Part II — Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


☐	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III — Narrative

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Bristow Group Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the three months ended September 30, 2019 (the “Second Quarter Form 10-Q”) within the prescribed time period without unreasonable effort or expense because the Company needs additional time to complete its financial statements and related disclosures.

On May 11, 2019, the Company and its subsidiaries BHNA Holdings Inc., Bristow Alaska Inc., Bristow Helicopters Inc., Bristow U.S. Leasing LLC, Bristow U.S. LLC, BriLog Leasing Ltd. and Bristow Equipment Leasing Ltd. (together, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases were jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. On August 20, 2019, the Debtors filed an Amended Joint Plan of Reorganization (as subsequently modified on August 22, 2019 and September 30, 2019, the “Plan”) and the related disclosure statement for the Plan (as subsequently modified on August 22, 2019, the “Disclosure Statement”) with the Bankruptcy Court. On October 8, 2019, the Bankruptcy Court entered an order approving the Disclosure Statement and confirming the Plan. On October 31, 2019, the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases.

As previously disclosed in the Company’s Form 12b-25 filed with the Securities and Exchange Commission on August 12, 2019, the Company was unable to file in a timely manner its Quarterly Report on Form 10-Q for the three months ended June 30, 2019 (the “First Quarter Form 10-Q”). The Company is in the process of preparing and completing the initial filing of the First Quarter Form 10-Q.

As a result of the facts and circumstances discussed above, the effort required to prepare and complete the First Quarter Form 10-Q, as well as the Company’s attention to the Chapter 11 Cases and matters related to the Debtor’s emergence from the Chapter 11 cases, the Company is delayed in the preparation and completion of the Second Quarter Form 10-Q.

The Company intends to file the Second Quarter Form 10-Q as soon as practicable after the filing of the First Quarter Form 10-Q. The Second Quarter Form 10-Q is expected to include disclosure to express substantial doubt about the Company’s ability to continue as a going concern based on estimates of liquidity, including the effects of the Chapter 11 Cases.

Part IV — Other Information

(1)	Name and telephone number of person to contact in regard to this notification


Brian J. Allman	(713)	267-7600
(Name)	(Area Code)	(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☐ Yes ☒ No

Quarterly Report on Form 10-Q for the three months ended June 30, 2019

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As a result of the matters discussed in Part III above, the Company is not in a position at this point to provide any specific estimate of anticipated significant changes in results of operations from the three months ended September 30, 2018 to the three months ended September 30, 2019 that may be reflected in the financial statements to be included in the Second Quarter Form 10-Q.

Bristow Group Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 13, 2019	BRISTOW GROUP INC.

	By:	/s/ Brian J. Allman
		Brian J. Allman
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)