CHC announces extension of its exchange offer

NEW YORK, October 15, 2021 / PRNewswire / – CHC Group LLC (the “Society” Where “CSC“) today announced the extension of the expiration date of its previously announced exchange offer (the”Exchange offer“) to all eligible holders (as defined below), to exchange all or part of the Company’s 5% Senior Notes due 2024, co-issued by the Company and CHC Finance Ltd. (the”Existing Notes“), from 11:59 p.m., New York City It’s time October 15, 2021 To 11:59 p.m., New York City It’s time November 5, 2021 (as extended, and as may still be extended, the “Expiration date“). The Company also announced today the extension of the withdrawal period for the Exchange Offer from 11:59 p.m., New York City It’s time October 15, 2021 To 11:59 p.m., New York City It’s time November 5, 2021, unless it is extended. All other terms, provisions and conditions of the Exchange Offer will remain in full force. These terms, provisions and conditions are set out in the Company’s confidential exchange offering memorandum dated September 2, 2021 (as amended from time to time and as amended herein, the “Exchange Offer Memorandum“).

With the exception of what is described in this press release, all the other terms of the Exchange Offer remain unchanged and the holders who have previously validly tendered their Existing Notes and who do not wish to withdraw these Validly tendered Existing Notes do not need to take any further action.

Upon settlement, each holder who has validly deposited their existing Notes before the Expiry Time will receive, if such existing Notes are accepted for purchase in accordance with the Offer, consideration consisting of (i) $ 650.00 in principal of senior non-revolving loans (as defined in the exchange offering memorandum) for each $ 1,000.00 principal amount of the Existing Notes validly offered and not validly withdrawn, (ii) $ 200.00 in principal of new guaranteed term loans (as defined in the exchange offering memorandum) for each $ 1,000.00 principal amount of existing notes validly deposited and not validly withdrawn and (iii) the proportional share of each holder of the exchange warrants (as defined in the exchange offering memorandum, these exchange warrants, as well as that Senior Non-Revolving Loans and New Term Loans, the “Exchange consideration“), under the conditions set out in the exchange offering memorandum.

From 12h00, New York City It’s time October 15, 2021, $ 42,078,080 the total principal amount of the Existing Notes, or 96.13% of the Existing Notes currently in circulation, has been validly tendered and not validly withdrawn within the framework of the Exchange Offer.

To participate in the Exchange Offer, holders of Existing Notes must (a) either be (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act“), (ii) an accredited institutional 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 who is not a “US person” within the meaning of Regulation S under the Securities Act and (b) not be a natural person (each of these holders, a “Eligible holderIn addition, any Eligible Holder who 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 Offer Memorandum) and the New Exchange Offer Agreement. secured term credit (as defined in Therefore, Eligible Holders who elect to participate in the Exchange Offer will be required to complete the Trunks, an administrative questionnaire, tax documents and other agent requirements under the Agreement A&R Credit Agreement and the New Secured Term Credit Agreement (including “know your customer” and other similar documents), each as more fully described in the Exchange Offering Memorandum. doing so will invalidate an offer of existing Notes by the selected Eligible Holder.

The Company expects to settle the Exchange Offer promptly after the Expiration Time. The accrued and unpaid interest on the Existing Bonds validly tendered and accepted for exchange within the framework of the Exchange Offer will be paid in cash until, but not included, the date of settlement of the Exchange Offer. .

The Exchange Offer is subject to the general conditions set out in the Exchange Offer Notice. The Exchange Offer is not conditional on the contribution of a minimum amount of Existing Notes. The conditions precedent are for the sole benefit of the Company and may be modified or deleted, in whole or in part, at any time, at the sole and absolute discretion of the Company, subject to applicable law.

The Company has retained the services of Odeon Capital Group LLC to act as the managing concessionaire (the “Dealer manager“) for the Exchange Offer. Kurtzman Carson Consultants LLC is acting as exchange agent for the Exchange Offer (the”Stockbroker“). Questions regarding the Exchange Offer should be directed to the Dealer Manager, 750 Lexington Avenue, 27th Floor, New York, New York State 10022, for the attention of: 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 (US /Canada) or by email at [email protected] Only Eligible Holders who have completed and returned an Eligibility Letter, available from the Exchange Agent, may receive and review the Exchange Offer Memorandum or participate in the Exchange Offer.

Eligible holders of the Existing Notes are urged to carefully read the Exchange Offer Memorandum and the documents incorporated by reference therein before making any decision regarding the Exchange Offer. No member of the Company or its affiliates, nor the dealer manager with respect to the Exchange Offer, nor the Exchange Agent or trustee with respect to the Existing Securities, makes any recommendation as to whether whether holders should tender Existing Notes in response to the Exchange Offer, and neither the Company nor any other person has authorized anyone to make such a recommendation. Noteholders must make their own decision as to whether to deposit one of their Existing Notes and, if so, the principal amount of the Existing Notes to be deposited.

The exchange counterparty has not been and will not be registered with the United States 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 United States or on behalf of or for the benefit of any person in the United States, except under an exemption or in connection with a transaction not subject to the registration requirements of the Securities Act. The Exchange Offer is not made to Eligible Holders of Existing Notes in any jurisdiction in which the realization or acceptance thereof would not be in accordance with securities, blue sky or other laws. laws of that jurisdiction. This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to buy or sell any securities, and there will be no sale of securities in any jurisdiction in which a such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction.

About CHC Group LLC

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

CHC provides MRO services through its Heli-One business to both its own helicopter service segment and to third party customers. The Company’s MRO capabilities allow it to perform heavy-duty structural repairs and to maintain, overhaul and test helicopters and helicopter components around the world on various types of helicopters. 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 fact, included in this press release that deal with activities, events or developments that we expect, believe or anticipate will occur or may occur in the future are forward-looking statements. . Forward-looking statements speak only as of the date on which they are made and the Company does not undertake to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial situation; changes in general economic or industrial conditions in the United States or abroad and / or conditions in the Company’s reportable sectors; changes in estimates, expectations or assumptions; or other circumstances, conditions, developments and / or events occurring after the publication of this press release, except for the Company’s continuing obligations under United States 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 suggested by estimated financial information. These forward-looking statements include, among other things, the ability of the Company to complete the Exchange Offer. Actual results may differ materially from the Company’s forward-looking statements for a number of reasons, including due to the risks and other items described in the exchange offering memorandum. Factors other than those mentioned above could also cause the Company’s results to differ materially from the expected results. In addition, business and financial documents and any other statement or disclosure on the CHC website or other websites referenced in or made available by this document should not be incorporated by reference in this press release. hurry.

Contact:

Investor Relations:

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

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SOURCE CHC Group LLC

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