PHI Announces $500 Million Private Offering of Senior Notes

PHI Announces $500 Million Private Offering of Senior Notes

6-Mar-2014 Source: PHi

PHI, Inc. (“PHI”) (The Nasdaq Global Market: PHII (voting) and PHIIK (non-voting)) announced today that it intends, subject to market and other conditions, to offer up to $500 million aggregate principal amount of fixed-rate senior notes with a five-year maturity through a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The actual amount and maturity of the debt securities, if any, sold by PHI in connection with the offering will depend on market conditions. PHI has not yet entered into a definitive purchase agreement with respect to the offering, and no assurance can be given that such offering will be completed.

PHI intends to use a portion of the net proceeds from the offering to fund its pending tender offer and consent solicitation for all $300 million aggregate principal amount of its outstanding 8.625% Senior Notes due 2018 (the “2018 Notes”) and the redemption of any of the 2018 Notes not purchased in the tender offer. PHI intends to use the remaining net proceeds to repay all outstanding indebtedness under PHI’s revolving credit facility and for other general corporate purposes, including the purchase of aircraft.

The debt offering is not conditioned upon the consummation of the pending tender offer.

The debt securities will be offered within the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and outside the United States to non-U.S. persons under Regulation S of the Securities Act. The debt securities will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of the debt securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

PHI provides helicopter transportation and related services to a broad range of customers including the oil and gas and air medical industries and also provides third-party maintenance services to select customers. PHI Voting Common Stock and Non-Voting Common Stock are traded on The NASDAQ Global Market (symbols PHII and PHIIK).

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