8-Apr-2015 Source: CHC
CHC Group Ltd. (NYSE: HELI) announced today that its indirect wholly owned subsidiary CHC Helicopter S.A. has commenced a cash tender offer to purchase up to $80 million aggregate principal amount of its outstanding 9.375% Senior Notes due 2021. This amount may be increased at the sole discretion of CHC. If the aggregate principal amount of notes tendered exceeds this amount, the tendered notes will be subject to proration.
The early tender date for the tender offer is 5:00 p.m. New York City Time on April 17, and the expiration date is midnight New York City Time on May 1, though CHC has the discretion to extend the early tender date and/or the expiration date or terminate the tender offer at any time for any reason. Complete terms and conditions are described in CHC’s offer to purchase and related letter of transmittal, both of which are dated today.
Each $1,000 of notes represents $650 of outstanding obligations. Holders who tender their notes at or prior to the early tender date, and have their notes accepted for purchase by CHC, will be eligible to 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.
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. 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.
Notes that have been tendered may be withdrawn at or prior to the early tender date. 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 at or prior to the early tender date on the business day immediately following the early tender date. Likewise, 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., Inc. 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.
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.
Certain Information Regarding the Tender Offer
The information in this press release describing CHC’s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell notes in the tender offer. The tender offer is being made only pursuant to the offer to purchase and the related materials that CHC will distribute to holders of the notes. The tender offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. Holders of the notes should read the offer to purchase and the related materials carefully because they contain important information, including the various terms and conditions of the tender offer. None of CHC, the dealer manager or the information and tender agent make any recommendation as to whether holders should tender or refrain from tendering their notes. Holders must make their own decision as to whether to tender notes and, if so, the principal amount of the notes to tender.