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Bristow Group Inc. Announces Tender Offer And Consent Solicitation For Any And All Of Its Outstanding 7 1/2% Senior Notes Due 2017

HOUSTON, Sept. 27, 2012 /PRNewswire/ -- Bristow Group Inc. (NYSE:BRS) announced today that it has commenced a cash tender offer for any and all of the $350 million outstanding principal amount of its 7½% Senior Notes due 2017 (CUSIP/ISIN No. 110394AB9/ US110394AB99) (the "Notes"). In conjunction with the tender offer, Bristow is soliciting consents to eliminate most of the covenants, certain events of default applicable to the Notes and certain other provisions contained in the indenture governing the Notes (the "Indenture"). Bristow expects to fund the tender offer with the proceeds from a new senior unsecured debt offering.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on October 25, 2012, unless extended or earlier terminated (the "Expiration Time"). Holders who validly tender their Notes and provide their consents to the amendments to the Indenture before 5:00 p.m., New York City time, on October 11, 2012, unless extended (the "Consent Expiration"), will be eligible to receive the Total Consideration (as defined below), which includes a consent payment. The tender offer contemplates an early settlement option, so that holders whose Notes are validly tendered prior to the Consent Expiration and accepted for purchase could receive payment of the Total Consideration as early as October 12, 2012. Holders that validly tender their Notes after the Consent Expiration will receive the Tender Offer Consideration (as defined below) promptly after the Expiration Time. Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (as defined below).

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,041.50, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. Holders tendering after the Consent Expiration will be eligible to receive only the "Tender Offer Consideration," which is $1,011.50 for each $1,000 principal amount of Notes. Holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the applicable settlement date for all of such Notes that we accept for purchase in the tender offer.

Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on October 11, 2012, unless extended (the "Withdrawal Time"), but generally not afterwards. Any extension, termination or amendment of the tender offer will be followed as promptly as practicable by a public announcement thereof.

The tender offer is subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments to the Indenture from holders of a majority in principal amount of the outstanding Notes, excluding any such Notes owned by Bristow or certain of its affiliates, and execution of a supplemental indenture effecting such amendments, (2) completion of satisfactory financing and (3) certain other customary conditions.

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