CHC Announces Expiration and Final Results of Previously Announced Exchange Offer

NEW YORK, Nov. 8, 2021 /PRNewswire/ -- CHC Group LLC (the "Company" or "CHC") announced today the expiration and final results of its previously announced exchange offer (the "Exchange Offer"), such Exchange Offer made pursuant to the Company's confidential exchange offering memorandum, as amended and supplemented from time to time by the Company (the "Exchange Offering Memorandum"), and dated September 2, 2021. In the Exchange Offer the Company had offered to exchange any and all of the 5% Senior Notes due 2024 (the "Notes") it had co-issued with CHC Finance Ltd, of which $43,772,841 in aggregate principal amount were outstanding prior to the Exchange Offer, and which were issued pursuant to that certain indenture, dated March 24, 2017 (as amended, supplemented, or modified), by and among the Company, CHC Finance Ltd., the guarantor parties thereto and The Bank of New York Mellon, as trustee (the "Indenture"), for consideration consisting of: (i) $650.00 in principal amount of First Lien Non-Revolving Loans (as defined in the Exchange Offering Memorandum) for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn, (ii) $200.00 in principal amount of New Secured Term Loans (as defined in the Exchange Offering Memorandum) for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn and (iii) each holder's pro rata share of the Exchange Warrants (as defined in the Exchange Offering Memorandum, such Exchange Warrants, together with the First Lien Non-Revolving Loans and the New Secured Term Loans, the "Exchange Consideration"), on the terms set forth in the Exchange Offering Memorandum.

As of 11:59 p.m., New York City time, on November 5, 2021 (the " Expiration Time"), based on information provided by Kurtzman Carson Consultants LLC, the exchange agent for the Exchange Offer, $42,078,080 aggregate principal amount of the Notes (representing  approximately 96.13% of the aggregate outstanding principal amount of the Notes) had been validly tendered into the Exchange Offer and not withdrawn, and will be accepted by the Company for exchange on the Settlement Date (as defined below). 

The Company has determined that all conditions precedent to the consummation of the Exchange Offer have been satisfied, and acceptance and settlement is expected to occur on Tuesday, November 9, 2021 (the "Settlement Date"), assuming that all conditions precedent continue to be satisfied as of that time. Assuming all conditions precedent continue to be satisfied, on the Settlement Date, the Company expects to issue, in the aggregate: (i) $27,350,752.10 in principal amount of First Lien Non-Revolving Loans, (ii) $8,415,615.80 in principal amount of New Secured Term Loans, (iii) 19,409,200 Exchange Warrants and accrued and unpaid interest on the Notes, if any, in cash, to Eligible Holders (as defined in the Exchange Offering Memorandum) who participated in the Exchange Offer and whose Notes were validly tendered and accepted by the Company for exchange in the Exchange Offer.

This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer is being made in reliance on an exemption from registration under the Securities Act of 1933 (the "Securities Act"), has not been registered with the Securities and Exchange Commission and relies on exemptions under state securities laws.

About CHC Group LLC

CHC's mission is to provide the highest level of service in the industry. CHC's helicopters are primarily used to facilitate large, long-distance crew changes on offshore production facilities and drilling rigs. The Company also provides SAR and EMS to government agencies and our oil and gas customers.

CHC provides MRO services through its Heli-One business to both its own Helicopter Services segment and to third-party customers. The Company's MRO capabilities enable it to perform heavy structural repairs, and maintain, overhaul and test helicopters and helicopter components globally across various helicopter types. CHC's MRO services include complete maintenance outsourcing solutions, parts sales and distribution, engineering services, design services and logistics support.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events, or developments that we expect, believe, or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in general U.S. or international economic or industry conditions and/or conditions in the Company's reportable segments; changes in estimates, expectations or assumptions; or other circumstances, conditions, developments and/or events arising after the issuance of this press release, except for the Company's ongoing obligations under the U.S. federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on preliminary or potentially inaccurate estimates and assumptions that could cause actual results to differ materially from those expected or implied by the estimated financial information. Such forward-looking statements include, among other things, the Company's ability to consummate the Exchange Offer. Actual results may differ materially from the Company's forward-looking statements for a number of reasons, including as a result of the risks and other items described in the Exchange Offering Memorandum. Factors other than those referred to above could also cause the Company's results to differ materially from expected results. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, CHC's website or other websites referenced herein shall not be incorporated by reference into this press release.

Investor Relations:

Christopher Hanratty
[email protected]
(212) 262-7300

SOURCE CHC Group LLC