Bristow Group Inc. 8-K

What Happened

• Bristow Group Inc. announced on June 23, 2026 that it entered into an Agreement and Plan of Merger to acquire Berry Aviation, Inc. through a merger of its subsidiary Merger Sub into Berry Acquisition, LLC. The agreed purchase price is $105 million in cash, subject to adjustment for working capital, cash, indebtedness and transaction expenses. The boards of Bristow and Berry Acquisition unanimously approved the Merger. Closing is subject to customary conditions and is expected in the second half of 2026.
• Bristow has obtained, on a conditional basis, a representation and warranty insurance policy to insure against certain breaches of Berry’s representations and warranties. Bristow furnished a press release and slide presentation about the transaction (filed as Exhibits 99.1 and 99.2) and filed the Merger Agreement as Exhibit 2.1 (with exhibits and disclosure schedules omitted from the public filing).

Key Details

• Date of agreement: June 23, 2026; 8‑K filed June 26, 2026.
• Consideration: $105 million in cash, subject to adjustments for working capital, cash, indebtedness and transaction expenses.
• Structure: Merger Sub (Bristow subsidiary) will merge into Berry Acquisition; Berry Acquisition will survive as Bristow wholly owned subsidiary and owns Berry Aviation.
• Risk mitigation: Bristow obtained conditional representation & warranty insurance; closing expected in H2 2026 and is subject to customary closing conditions.

Why It Matters

• The transaction is a material acquisition that could affect Bristow’s operations and consolidated financials once completed; the $105M cash purchase and post‑close adjustments will determine final cash outlay.
• The conditional representation and warranty insurance may reduce certain deal risks, but investors should note the acquisition remains subject to closing conditions and adjustments.
• Investors should watch for future SEC filings (e.g., any required financial statements, update on closing, integration plans or financing) and review the company’s press release and presentation for additional context.