CHC Group Ltd. (NYSE:HELI), the parent company of CHC Helicopter, today announced that its shareholders have approved the issuance of preferred shares to Clayton, Dubilier & Rice LLC and certain of its affiliates (CD&R) in a private placement of up to $600 million and related proposals. The shareholder approval was obtained at CHC’s extraordinary general meeting of shareholders, which was held on Nov. 7.

CHC and CD&R entered into an investment agreement on Aug. 21. On Oct. 30, CD&R purchased 116,000 preferred shares of CHC for $116 million, consistent with terms of that agreement. Any additional investment by CD&R was dependent upon CHC receiving shareholder approval at the extraordinary general meeting.

Having obtained such shareholder approval, CD&R is expected to invest an additional $384 million at a second closing, which CHC and CD&R anticipate will occur on or about Nov. 12.

Finally, CHC is providing existing shareholders of record as of Nov. 3 rights to purchase up to a combined $100 million of additional preferred shares. To complete the rights offering to existing shareholders, those shareholders must purchase a minimum combined $50 million of preferred shares. The rights offering subscription period is Nov. 7-24. CD&R has agreed to purchase the full $100 million of additional preferred shares if the $50 million threshold in the offering to existing shareholders is not reached. As a result, CD&R’s total investment in CHC could be up to $600 million.

CHC plans to use proceeds from the investment primarily to reduce debt and other fixed charges. A portion of the proceeds is expected to be used to redeem $105 million of senior unsecured notes and $130 million of senior secured notes, plus associated premiums.

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.

About Clayton, Dubilier & Rice

Founded in 1978, Clayton, Dubilier & Rice is a private equity firm with an investment strategy predicated on producing financial returns through building stronger, more profitable businesses. CD&R manages approximately $21 billion on behalf of its investors and since inception has acquired 62 businesses with an aggregate transaction value of more than $90 billion. For more information, please visit www.cdr-inc.com.