PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced that it is further extending the expiration time of its previously-announced cash tender offer (the “Tender Offer”) to purchase any and all of the $500 million aggregate principal amount of its outstanding 5.25% Senior Notes due 2019 (the “2019 Notes”) and its related consent solicitation (the “Solicitation”) to adopt certain proposed amendments to the indenture under which the 2019 Notes were issued. The expiration time applicable to the Tender Offer and Solicitation, previously scheduled for 5:00 p.m., New York City time, on October 5, 2018, has been extended to 5:00 p.m., New York City time, on October 12, 2018, unless further extended or earlier terminated. The previously-announced withdrawal deadline of 5:00 p.m., New York City time, on June 29, 2018 for holders to validly withdraw tenders of 2019 Notes and revoke related consents remains intact and continues to preclude any withdrawals after such time.
PHI’s obligation to accept for purchase, and to pay for, the 2019 Notes tendered pursuant to the Tender Offer is conditioned upon, among other things, the completion of one or more debt financing transactions on terms satisfactory to it, and having funds available therefrom that will allow it to purchase the 2019 Notes pursuant to the Tender Offer. PHI continues to explore several alternatives to raise the requisite amount of funds to complete the Tender Offer, and, as announced last week, has hired Houlihan Lokey as its financial advisor to assist PHI in exploring a broad range of potential transactions. For a variety of reasons, however, PHI cannot provide any assurances that these efforts will be successful in the near term or at all.
According to information received from D.F. King & Co., Inc., PHI’s information and tender agent, as of 5:00 p.m., New York City time, on October 5, 2018, PHI had received tenders and consents from holders of 90.81% of the aggregate principal amount of its 2019 Notes.
This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The Tender Offer and Solicitation were initially announced by PHI on June 18, 2018, and each are being made only through, and subject to the terms and conditions set forth in, the Offer to Purchase and Consent Solicitation dated June 18, 2018 (the “Offer to Purchase”), which sets forth the applicable tender consideration and a more detailed description of the terms of the Tender Offer and Solicitation. Except as described in this press release, the terms and conditions of the Tender Offer and Solicitation as described in the Offer to Purchase are unchanged. PHI has the right, in its sole discretion, to amend, extend or terminate the Tender Offer at any time.
Copies of the Offer to Purchase may be obtained from D.F. King & Co., Inc. at (877) 297-1738 (US toll-free). Holders of the 2019 Notes are urged to read the Offer to Purchase in its entirety.
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