Global Value Investment Corp. calls for resignation of certain Bristow directors
Global Value Investment issued an open letter to the Board of Directors of Bristow Group. The letter read, in part, "As you know, Global Value Investment Corp., on behalf of its clients, has maintained a long equity position in Bristow Group Inc. since 2017. GVIC has communicated with Bristow's Board of Directors on numerous occasions over the past several months, both privately and publicly. Regrettably, these efforts have not resulted in meaningful engagement...GVIC was shocked by the contents of the Form 8-K filed with the U.S. Securities and Exchange Commission on April 15, 2019. Specifically, GVIC is left to question the competence and intent of Bristow's Board of Directors and management given Bristow's inability to remedy its previously reported material weakness in internal controls over financial reporting, yet another delay in filing the Form 10-Q for the period ended December 31, 2018, and the decision to delay an interest payment due on Bristow's 6.25% Senior Unsecured Notes due 2022...Perhaps the most concerning development is the March 1, 2019 promotion of former CFO L. Don Miller to CEO....Considering the language contained in the April 15 8-K, and based on extensive conversations between GVIC and numerous other individuals familiar with Bristow, GVIC is concerned that Mr. Miller is determined to take Bristow into Chapter 11 reorganization proceedings. GVIC believes this step to be entirely unnecessary at this time and views a Chapter 11 filing as avoidable and ill-advised. GVIC is aware of at least one large, well-capitalized equity investor with extensive knowledge about Bristow that has offered to engage in substantive negotiations about providing capital to Bristow. GVIC expects that Bristow's Board of Directors will fully consider such financing before undertaking any prospective debt restructuring, a Chapter 11 reorganization, or any other action that in any way further impairs the value of Bristow's equity. To be clear: should Bristow seek Chapter 11 reorganization without thoroughly exploring every reasonable alternative available, in any manner other than in good faith, or if the Board of Directors in any way acts contrary or in conflict with their fiduciary duties, GVIC will pursue any and all remedies available to it under the law, both against Bristow and its directors individually, and any others who acted in dereliction of their duties with respect to Bristow. Considering the magnitude of value destruction that has occurred under the current Board of Directors, GVIC is demanding the immediate resignation of directors Thomas C. Knudson, Thomas N. Amonette, Lori A. Gobillot, and Biggs C. Porter. New directors should be appointed who are accountable to equity owners and capable of guiding Bristow into the future."