CHC Group Ltd. (NYSE:HELI), the parent company of CHC Helicopter, today announced that it has commenced a rights offering for up to $100 million of convertible preferred shares.

For each ordinary share of the company owned on the record date of Nov. 3, 2014, shareholders will receive at no charge a nontransferable right to purchase newly issued preferred shares through the rights offering.

CHC will issue up to 100,000 preferred shares in the rights offering at a price of $1,000 per share. That is the same price to be paid by affiliates of Clayton, Dubilier & Rice (CD&R) through a private-placement investment agreement entered into by CHC and CD&R on Aug. 21.

Each right will entitle existing shareholders to purchase 0.001229 preferred shares, and up to an additional 0.0016422 preferred shares if the shareholder exercises its basic subscription rights in full. The additional amount corresponds to the pro-rata share of 6922767 Holding (Cayman) Inc., an entity controlled by affiliates of First Reserve Management L.P., which has indicated that it will not participate in the rights offering.

For the rights offering to existing shareholders to be completed, existing shareholders must purchase a minimum aggregate amount of $50 million of preferred shares. CD&R has agreed to purchase the balance of preferred shares if existing shareholders do not elect to purchase in full the $100 million of preferred shares offered. As a result, CD&R’s total investment in CHC could increase to up to $600 million.

The rights offering begins on Nov. 7 and will expire at 5 p.m. EST on Nov. 24, unless extended by the company.

The rights offering will be made only by means of the related final prospectus, which will be filed with the U.S. Securities and Exchange Commission (SEC). The registration statement relating to the rights offering was declared effective by the SEC on Nov. 4.

About CHC Group Ltd.

CHC Group Ltd. is a commercial operator of helicopters focused on enabling customers to go further, do more and come home safely. CHC provides helicopter flight services to oil and gas companies and government search-and-rescue agencies, and helicopter maintenance, repair and overhaul services to organizations through the Heli-One segment. The company operates 233 aircraft in about 30 countries around the world.

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