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April 27, 2015 8:40 PM ET

Airlines

Company Overview of CHC Helicopter S.A.

Company Overview

CHC Helicopter S.A., through its subsidiaries, provides helicopter services to the offshore oil and gas industry. It operates in two segments, Helicopter Services and Maintenance, Repair and Overhaul (MRO). The Helicopter Services segment offers transportation services to and from production platforms, drilling rigs, and other offshore installations and facilities in the Eastern North Sea, the Western North Sea, the Americas, the Australasia region, and the Africa-Euro Asia region. This segment also provides search and rescue, as well as emergency medical services to the government agencies and commercial operators in the United Kingdom, Ireland, and Australia. The MRO segment offers a range...

4740 Agar Drive

Richmond, BC V7B 1A3

Canada

Phone:

604-276-7500

Key Executives for CHC Helicopter S.A.

Chief Executive Officer of Heli-One Canada Inc and President of Heli-One Canada Inc
Age: 56
Director, Chief Financial Officer of Heli-One Canada Inc and Senior Vice President of Heli-One Canada Inc
Age: 56
President of The Helicopter Services Business - Heli-One Canada Inc and Chief Operating Officer of The Helicopter Services Business - Heli-One Canada Inc
Age: 54
President of Heli-One American Support LLC
Age: 44
Chief Accounting Officer of Heli-One Canada Inc and Vice President of Heli-One Canada Inc
Compensation as of Fiscal Year 2014.

CHC Helicopter S.A. Key Developments

CHC Helicopter S.A. Announces Tender Offer to Purchase Up to $80 Million Aggregate Principal Amount of its Outstanding 9.375% Senior Notes Due 2021

CHC Group Ltd. announced 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 April 6, 2015. 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.

CHC Helicopter S.A. Enters into Senior Secured Revolving Credit Facility

On January 23, 2014, CHC Group Ltd. entered into a $375,000,000 senior secured revolving credit facility pursuant to a credit agreement, by and among CHC Group Ltd., as parent guarantor, CHC Helicopter S.A., as the initial borrower, 6922767 Holding S.À R.L., CHC Helicopter Holding S.À R.L., the designated borrowers party thereto and the other borrowers party thereto from time to time, the lenders party thereto from time to time, HSBC Bank PLC, as administrative agent, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, HSBC Bank Canada, J.P. Morgan Securities LLC, Barclays Bank PLC, RBC Capital Markets and UBS Securities LLC, as joint lead arrangers and joint bookrunners, J.P. Morgan Securities LLC and Barclays Bank PLC, as co-syndication agents and Royal Bank of Canada and UBS Securities LLC, as co-documentation agents. In connection with the new revolving credit facility, CHC Helicopter S.A. terminated its prior revolving credit facility. The prior revolving credit facility was provided under a credit agreement, dated as of October 4, 2010, by and among CHC Helicopter S.A., as the initial borrower, 6922767 Holding S.À R.L., CHC Helicopter Holding S.À R.L., the designated borrowers party thereto and the other borrowers party thereto from time to time, the lenders party thereto from time to time, HSBC Bank PLC, as administrative agent, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, Morgan Stanley Senior Funding Inc., as syndication agent, Morgan Stanley Senior Funding Inc., RBC Capital Markets Corporation and UBS Securities LLC, as joint lead arrangers and joint bookrunners and Royal Bank of Canada and UBS Securities LLC, as documentation agents. The prior credit agreement provided for up to $375,000,000 of revolving loans, and was scheduled to mature on October 4, 2015. CHC Helicopter S.A. was not required to pay any prepayment or other penalty in connection with the termination of the prior credit agreement. The prior credit agreement contained representations and warranties, covenants and events of default that are substantially similar to those contained in the credit agreement. The credit agreement provides for a five-year revolving facility in an initial amount of up to $375,000,000. CHC Helicopter S.A. expects to use the proceeds from future borrowings under the revolving credit facility, if any, for general corporate purposes (which may include the refinancing of existing debt). Letters of credit may be issued under the revolving credit facility up to maximum amounts as agreed between CHC Helicopter S.A. and issuing bank from time to time. Loans under the revolving credit facility may be denominated in U.S. dollars, Canadian dollars or Sterling, or Euros. The interest rate per annum and fees on the revolving loans is equal to: in the case of LIBOR loans, a base rate of LIBOR plus a margin of 4.50%; in the case of base rate loans, a base rate of the US prime lending rate plus a margin of 3.50%; in the case of EURIBOR loans, a base rate of EURIBOR plus a margin of 4.50%; in the case of Canadian prime rate loans, a base rate of the Canadian prime lending rate plus a margin of 3.50%; and in the case of CDOR loans, a base rate of CDOR plus a margin of 4.50%. In each case plus a fee rate, if any, to compensate lenders for the cost of compliance with the requirements of the European Central Bank, Bank of England, the Financial Services Authority, the Office of the Superintendent of Financial Institutions and/or other similar regulatory authorities, as applicable. Commencing on the date that is six months after the closing date of the revolving credit facility, the margins on (a) LIBOR loans, EURIBOR loans and CDOR loans may be reduced from 4.50% to 3.75% and (b) base rate loans and Canadian prime rate loans may be reduced from 3.50% to 2.75%, in each case, if CHC Helicopter S.A.’s consolidated total leverage ratio as of the end of the most recent fiscal quarter is less than 3.50 to 1.00.

CHC Helicopter S.A. Intends Redeem 9.250% Senior Secured Notes Due 2020

CHC Helicopter S.A. announced that its 9.250% senior secured notes due 2020 that it intends to redeem $130,000,000.00 aggregate principal amount of the notes on February 7, 2014. The notes will be redeemed at a redemption price equal to 103.00% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to the redemption date. As of January 8, 2014, $1,300,000,000.00 aggregate principal amount of the notes were outstanding. The company’s obligation to pay the redemption price on the redemption date is conditioned upon the closing of the initial public offering of ordinary shares of CHC Group Ltd., the company’s indirect parent, and the receipt on or prior to the redemption date by the company of funds from CHC Group Ltd. in an amount at least equal to the aggregate redemption price.

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