CHC Group LLC (the “Company” or “CHC“) announced today that it has posted additional disclosure to the data room related to its previously announced exchange offer (the “Exchange Offer“) to all Eligible Holders (as defined below), to exchange any and all of the Company’s 5% Senior Notes due 2024, co-issued by the Company and CHC Finance Ltd. (the “Existing Notes“), including: (i) with respect to certain amendments to the A&R Credit Agreement (as defined below) and New Secured Term Loan Credit Agreement (as defined below) which form part of the Exchange Consideration (as defined below), (ii) raised incremental capital through the issuance of additional term loans under the New Secured Term Loan Credit Agreement and (iii) certain related fees paid by the Company in order to secure such amendments. The Company strongly advises Eligible Holders to access the Company’s data room where the Company has posted information describing such additional developments and review such disclosure when evaluating the Exchange Offer, and reminds such Eligible Holders that the Withdrawal deadline for the Exchange Offer remains 11:59 p.m., New York City time, on November 5, 2021, which is concurrent with the Expiration Time of the Exchange Offer, which also remains 11:59 p.m., New York City time, on November 5, 2021, meaning that all Eligible Holders who have validly tendered their Existing Notes in the Exchange Offer retain the ability to withdraw their tenders as of the date and time hereof until the Expiration Time.
Instructions to access the data room related to the Exchange Offer are set forth in the Company’s confidential Exchange Offering Memorandum, dated September 2, 2021 (as amended from time to time and as amended hereby, the “Exchange Offering Memorandum“). The Company has retained Odeon Capital Group LLC to act as the dealer manager (the “Dealer Manager“) for the Exchange Offer. Kurtzman Carson Consultants LLC is acting as the exchange agent for the Exchange Offer (the “Exchange Agent“). Questions regarding the Exchange Offer, including any questions with respect to the additional disclosure described above, or how to access such disclosure in the Company’s data room, should be directed to the Dealer Manager, 750 Lexington Avenue, 27th Floor, New York, NY 10022, Attn: Andrew Feldschreiber, Managing Director, or (212) 257-6164. Requests for documentation should be directed to Kurtzman Carson Consultants LLC by telephone at (310) 751-2601 (International) or (888) 249-2695 (U.S./Canada) or by email at CHCInfo@kccllc.com. Only Eligible Holders who have completed and returned an eligibility letter, available from the Exchange Agent, may receive and review the Exchange Offering Memorandum or participate in the Exchange Offer.
Upon settlement, each holder who validly tendered their Existing Notes prior to the Expiration Time will receive, if such Existing Notes are accepted for purchase pursuant to the Offer, 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 Existing 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 Existing 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 discussed above, as a result of (i) certain amendments to the A&R Credit Agreement and New Secured Term Loan Credit Agreement which form part of the Exchange Consideration, (ii) raised incremental capital through the issuance of additional term loans under the New Secured Term Loan Credit Agreement and (iii) certain related fees paid by the Company in order to secure such amendments, the Company strongly advises Eligible Holders to access the data room in order to review the additional disclosure the Company has provided regarding the developments discussed above when evaluating the Exchange Offer and deciding whether to participate in the Exchange Offer or withdraw previously validly submitted tenders before the Withdrawal Deadline.
As of 10:00 a.m., New York City time, on November 2, 2021, $42,078,080 aggregate principal amount of the Existing Notes, or 96.13% of the Existing Notes currently outstanding, have been validly tendered and not validly withdrawn in the Exchange Offer.
To participate in the Exchange Offer, holders of Existing Notes must (a) be either (i) a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act“), (ii) an institutional accredited investor within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) of the Securities Act or (iii) a person that is not a “U.S. person” within the meaning of Regulation S under the Securities Act and (b) not be a natural person (each such holder, an “Eligible Holder“). In addition, any Eligible Holder that elects to participate in the Exchange Offer will be required to become a lender under the A&R Credit Agreement (as defined in the Exchange Offering Memorandum) and the New Secured Term Loan Credit Agreement (as defined in the Exchange Offering Memorandum). Therefore, Eligible Holders electing to participate in the Exchange Offer will be required to complete the joinders, an administrative questionnaire, tax documentation and other requirements of the agents under the A&R Credit Agreement and the New Secured Term Loan Credit Agreement (including “know your customer” and other similar documentation), each as further described in the Exchange Offering Memorandum. Failure to do so will render invalid a tender of Existing Notes by the electing Eligible Holder.
The Company expects to settle the Exchange Offer promptly after the Expiration Time. Accrued and unpaid interest on Existing Notes validly tendered and accepted for exchange in the Exchange Offer will be paid in cash to, but not including, the settlement date of the Exchange Offer.
The Exchange Offer is subject to the general conditions set forth in the Exchange Offering Memorandum. The Exchange Offer is not conditioned upon any minimum amount of Existing Notes being tendered. The conditions precedent are for the sole benefit of the Company and may be amended or waived, in whole or in part, at any time, in the sole and absolute discretion of the Company, subject to applicable law.
Eligible Holders of the Existing Notes are urged to carefully read the Exchange Offering Memorandum and the documents incorporated by reference therein (including all documentation posted to the Company’s data room as described above) before making any decision with respect to the Exchange Offer. None of the Company or its affiliates, the dealer manager with respect to the Exchange Offer, the Exchange Agent or the trustee with respect to the Existing Notes is making any recommendation as to whether holders should tender any Existing Notes in response to the Exchange Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Existing Notes, and, if so, the principal amount of Existing Notes to tender.
The Exchange Consideration has not been and will not be registered with the U.S. Securities and Exchange Commission under the Securities Act, or any state or foreign securities laws. The Exchange Consideration may not be offered or sold in the United States or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer is not being made to Eligible Holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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.