EXHIBIT 99(1)
BRISTOW
GROUP INC.
Letter to The Depository Trust Company Participants
for Tender of All Outstanding
71/2% Senior
Notes due 2017
in Exchange for Registered
71/2% Senior
Notes due 2017
The exchange offer will expire at 5:00 p.m., New York
City time,
on ,
2007, unless sooner terminated or extended. Outstanding notes
tendered in the exchange offer may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the expiration
date.
To The Depository Trust Company Participants:
We are enclosing with this letter the materials listed below
relating to the offer by Bristow Group Inc. to exchange its
71/2% Senior
Notes due 2017 (the Exchange Notes), the issuance of
which has been registered under the Securities Act of 1933, for
a like principal amount of its issued and outstanding
unregistered
71/2% Senior
Notes due 2017 (the Outstanding Notes), upon the
terms and subject to the conditions set forth in Bristows
prospectus
dated ,
2007 and the related letter of transmittal.
We are enclosing copies of the following documents:
1. Prospectus
dated ,
2007;
2. Letter of transmittal, together with accompanying
Substitute
Form W-9
Guidelines;
3. Notice of guaranteed delivery; and
4. Letter that may be sent to your clients for whose
account you hold Outstanding Notes in your name or in the name
of your nominee, with space provided for obtaining that
clients instruction with regard to the exchange offer.
We urge you to contact your clients promptly. Please note that
the exchange offer will expire at 5:00 p.m., New York City
time,
on ,
2007, unless sooner terminated or extended.
The exchange offer is not conditioned upon any minimum aggregate
principal amount of Outstanding Notes being tendered for
exchange.
Pursuant to the letter of transmittal, each holder of
Outstanding Notes will represent to Bristow that:
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any Exchange Notes received are being acquired in the ordinary
course of business of the person receiving such Exchange Notes;
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such person does not have an arrangement or understanding with
any person to participate in the distribution of the Outstanding
Notes or the Exchange Notes within the meaning of the Securities
Act;
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such person is not an affiliate, as defined in
Rule 405 under the Securities Act, of Bristow, or if it is
such an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the
extent applicable;
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if such person is not a broker-dealer, it is not engaged in, and
does not intend to engage in, a distribution of Exchange Notes;
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if such person is a broker-dealer, it will receive Exchange
Notes in exchange for Outstanding Notes that were acquired for
its own account as a result of market-making activities or other
trading activities, and it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering a prospectus, it will not be
deemed to admit that it is an underwriter within the
meaning of the Securities Act;
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if such person is a broker-dealer, it did not purchase the
Outstanding Notes to be exchanged for the Exchange Notes from
Bristow; and
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such person is not acting on behalf of any person who could not
truthfully and completely make the foregoing representations.
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The enclosed Letter to Clients contains an authorization by the
beneficial owners of the Outstanding Notes for you to make the
foregoing representations.
Bristow will not pay any fee or commission to any broker or
dealer or to any other person (other than the exchange agent) in
connection with the solicitation of tenders of Outstanding Notes
under the exchange offer. Bristow will pay or cause to be paid
any transfer taxes payable on the transfer of Outstanding Notes
to it, except as otherwise provided in Instruction 7 of the
enclosed letter of transmittal.
Additional copies of the enclosed materials may be obtained from
us upon request.
Very truly yours,
BRISTOW GROUP INC.
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