Page 4 of 5 SEC Filing
Item 4. Purpose of Transaction
Caledonia has been a shareholder in Bristow Group Inc. (Bristow or the Issuer) for just over 19 years. As
Caledonia has previously stated, it may, from time to time, increase, reduce or dispose of its investment in Bristow depending on general economic conditions, economic conditions in the markets in which the Issuer operates, the market price of the
Common Stock of the Issuer, the availability of funds, borrowing costs, the strategic value of the investment to Caledonia and other considerations. As a result of the reduced oil price and market conditions in general, the Bristow Common Stock
share price has fallen significantly in recent months, such that Caledonia considers that Bristows current Common Stock share price represents good value and an attractive investment opportunity. Accordingly, Caledonias purchases of the
Common Stock were made for purposes of investment, and the acquisitions were made in the ordinary course of business and not for the purpose of acquiring control of Bristow on November 16, December 7, 2015, February 12 and
February 16, 2016.
Depending on market conditions, Caledonia may consider further purchases of shares. Consistent with its investment purpose,
Caledonia reserves the right to develop such plans or proposals consistent with applicable law and at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing
evaluation of its investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements, and/or other investment considerations.
Item 5. Interest in Securities of Issuer
(a) As of the date this Statement is executed, Caledonia is the direct beneficial owner of 2,824,283 shares of Common Stock of
the Issuer. This holding represents approximately 8.08% of the total of 34,944,932 shares of Common Stock of the Issuer currently outstanding according to the Issuers Quarterly Report on Form 10-Q for the period ended December 31,
2015 filed with the SEC February 8, 2016. To the extent that, by virtue of the relationships described in Item 2, Cayzer may be deemed to share indirect beneficial ownership of the shares of Common Stock of the Issuer owned directly by
Caledonia, Cayzer expressly disclaims all such beneficial ownership. Furthermore, the filing of this Statement should not be construed as an admission that any control relationship between Caledonia and Cayzer actually exists.
(b) Caledonia has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposal of the 2,824,283
shares of Common Stock of the Issuer.
(c) Except as disclosed in the original Schedule 13D and in Item 4, there have
been no transactions in the Common Stock of the Issuer by Caledonia within the last 60 days.
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