Annual report pursuant to Section 13 and 15(d)

DEBT

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DEBT
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
DEBT DEBT
Debt as of December 31, 2023 and 2022 consisted of the following (in thousands):
December 31,
2023 2022
6.875% Senior Notes
 $ 394,184  $ 392,763 
NatWest Debt 153,886  — 
Lombard Debt —  118,658 
Total debt 548,070  511,421 
Less short-term borrowings and current maturities of long-term debt (13,247) (11,656)
Total long-term debt $ 534,823  $ 499,765 
6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1st and September 1st of each year. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contains covenants that restrict the Company’s ability to,
among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event, the Company must make an offer to repurchase each noteholder’s notes at an offer price of 101% of the aggregate principal amount, plus accrued and unpaid interest.
During the twelve months ended December 31, 2023, nine months ended December 31, 2022 and twelve months ended March 31, 2022, the Company made interest payments of $27.5 million, $13.8 million and $28.0 million, respectively. As of December 31, 2023 and 2022, the Company had $5.8 million and $7.2 million, respectively, of unamortized deferred financing fees associated with the 6.875% Senior Notes.
Lombard Debt — In November 2016, certain of Old Bristow’s subsidiaries entered into two, seven-year British pound sterling funded secured equipment term loans for an aggregate $200.0 million U.S. dollar equivalent with Lombard North Central Plc, a part of NatWest Group (the “Lombard Debt”). Borrowings under the financings previously bore interest at an interest rate equal to the GBP ICE Benchmark Administration’s Limited LIBOR, plus 2.25% per annum. During the twelve months ended March 31, 2022, the Company replaced LIBOR as the benchmark for the Lombard Debt with a new reference rate, the Sterling Overnight Index Average (“SONIA”). The financings which were funded in December 2016 and January 2017 were expected to mature in December 2023 and in January 2024, respectively. In January 2023, in connection with its maturity, the Company made a $129.1 million payment to extinguish the Lombard Debt.
During the twelve months ended December 31, 2023, the Company made interest payments of $0.6 million. During the nine months ended December 31, 2022 and twelve months ended March 31, 2022, the Company made principal and interest payments of $8.6 million and $3.8 million and $13.1 million and $3.8 million, respectively.
NatWest Debt — In January 2023, the Company entered into two thirteen-year secured equipment financings for an aggregate amount up to £145 million with National Westminster Bank Plc (“NatWest Debt”). The credit facilities were funded on January 27, 2023, for approximately £138 million. The net proceeds from the financings were used to refinance the indebtedness of the Lombard Debt and to provide additional financing support to the Company’s obligations under its search and rescue (“SAR”) contracts in the UK The credit facilities bear interest at a rate equal to SONIA plus 2.75% per annum and have approximately thirteen-year terms with repayment due in quarterly installments which commenced on March 31, 2023. Bristow's obligations under the NatWest Debt are secured by ten SAR helicopters.
During the twelve months ended December 31, 2023, the Company made principal and interest payments of $13.0 million and $11.4 million, respectively. As of December 31, 2023, the Company had $8.4 million of unamortized deferred financing fees associated with the NatWest Debt.
In January 2024, Bristow entered into a new twelve-year secured equipment financing for an aggregate principal amount of up to £55 million with a syndicate of banks led by National Westminster Bank Plc NatWest. The proceeds from the financing will be used to support Bristow's capital commitments related to the UKSAR2G contract. Bristow's obligations will be secured by four new Leonardo AW139 SAR configured helicopters, yet to be delivered. The credit facility has a 15-month availability period and is expected to fund during 2024, subject to delivery of the new SAR configured helicopters. The credit facility will bear interest at a rate equal to the SONIA plus 2.75% per annum.
Bristow contemporaneously entered into amendments and restatements of the credit facilities with respect to the other two existing tranches of the NatWest Debt in order to, among other things, reflect that certain subsidiaries will be providing guarantees of the term loans under the NatWest Debt.
ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) was entered into in April 2018, and provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and each of Bristow Norway AS, BHL, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”). As of December 31, 2023, the ABL Facility
provided for commitments in an aggregate amount of $85.0 million with the ability to increase the total commitments up to a maximum aggregate amount of $120.0 million, subject to the terms and conditions therein.
As of December 31, 2023 and 2022, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the twelve months ended December 31, 2023. Letters of credit issued under the ABL Facility in the aggregate face amount of $3.1 million and $0.6 million were outstanding on December 31, 2023 and 2022.
The Company’s scheduled principal long-term maturities as of December 31, 2023, which excludes unamortized deferred financing fees of $14.2 million, were as follows (in thousands):
Total Due
2024 $ 13,247 
2025 13,247 
2026 13,247 
2027 13,247 
2028 413,247 
Thereafter 96,042 
$ 562,277 
Cash paid for interest expenses, net of capitalized interest, was $39.5 million, $17.6 million and $32.0 million during the twelve months ended December 31, 2023, nine months ended December 31, 2022 and twelve months ended March 31, 2022, respectively.