CHC Group Announces Early Tender Results

CHC Group Announces Early Tender Results

21-Apr-2015 Source: CHC

CHC Group Ltd. (NYSE: HELI), announced today that as of 5:00 p.m. New York City time on April 17, 2015, the early tender date, $20,755,150 aggregate principal amount of outstanding 9.375% Senior Notes due 2021 of CHC Helicopter S.A., its indirect wholly-owned subsidiary, had been tendered and not withdrawn in the previously announced tender offer to purchase up to $80 million aggregate principal amount of the notes.

All of the notes that were tendered and not withdrawn at or prior to the early tender date will be accepted for purchase and CHC expects the early settlement date for the purchases to be Tuesday, April 21.

Each $1,000 of notes represents $650 of outstanding obligations. Holders who tendered their notes and did not withdraw at or prior to the early tender date, and whose notes are accepted for purchase by CHC, will receive an amount of $438.75 per $650 of notes purchased, including an early tender payment of $45.50. Additionally, accrued and unpaid interest on the purchased notes will be paid from the last interest payment date to, but not including, the settlement date.

There is $59,244,850 aggregate principal amount remaining under the tender offer available to holders who tender their notes after the early tender date and at or prior to the expiration date. The expiration date is midnight New York City time on May 1, though CHC has the discretion to extend the expiration date. Holders who tender their notes after the early tender date and at or prior to the expiration date, and have their notes accepted for purchase by CHC, will be eligible to receive the tender offer consideration of $393.25 per $650 of outstanding obligations, plus accrued and unpaid interest on such notes from the last interest payment date to, but not including, the applicable settlement date. If the aggregate principal amount of notes tendered prior to the early tender date and prior to the expiration date exceeds $80 million, notes tendered after the early tender date but at or prior to the expiration date will be subject to proration.

Complete terms and conditions are described in CHC’s offer to purchase and related letter of transmittal, both of which are dated April 6, 2015.

Additional Information

Holders who tender their notes after the early tender date but before the expiration date may not withdraw their notes except in the limited circumstances described in the offer to purchase.

CHC expects to settle the purchase of any notes that are tendered after the early tender date but at or prior to the expiration date on the business day immediately following the expiration date.

The dealer manager for the tender offer is Morgan Stanley & Co. Questions about the tender offer can be directed to Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-1057 (collect).

Copies of the offer to purchase and the letter of transmittal are being mailed to holders of the notes, and can also be obtained from the information and tender agent: D.F. King & Co., at (866) 521-4219, or in writing at 48 Wall St., 22nd Floor, New York, NY 10005.

The tender offer is subject to the satisfaction of conditions set forth in the offer to purchase and the letter of transmittal. If any of the conditions are not satisfied, CHC will not be obligated to accept, purchase or pay for any tendered notes, subject to applicable laws, and may terminate the tender offer. The offer is not conditioned on the tender of a minimum principal amount of notes.

ABOUT CHC

CHC Helicopter is a leader in enabling customers to go further, do more and come home safely, including oil and gas companies, government search-and-rescue agencies and organizations requiring helicopter maintenance, repair and overhaul services through the Heli-One segment. The company operates more than 230 aircraft in about 30 countries around the world.

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