WEB NEWS Deal Flow
VANCOUVER, British Columbia--(BUSINESS WIRE )--
CHC Group Ltd. (HELI), announced today that as of midnight New York City time on May 1, 2015, the expiration date, $20,755,150 aggregate principal amount of outstanding 9.375% Senior Notes due 2021 of CHC Helicopter S.A., its indirect wholly-owned subsidiary, had been tendered and not withdrawn in the previously announced tender offer to purchase up to $80 million aggregate principal amount of the notes. No notes were tendered after the early tender date but at or prior to the expiration date.
All of the notes that were tendered and not withdrawn at or prior to the early tender date were purchased by CHC on April 21.
Each $1,000 of notes represents $650 of outstanding obligations. Holders who tendered their notes and did not withdraw at or prior to the early tender date received 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 was paid from the last interest payment date to, but not including, April 21.
Notable Share Transactions
NEW YORK--(BUSINESS WIRE
Consistent with terms of an investment agreement that CHC and CD&R entered into on Aug. 21, CD&R has purchased an additional 100,000 of the preferred shares for a price of $100 million. These shares represent all of the preferred shares that were available in a rights offering to existing shareholders of CHC, an offering that was cancelled when participation by the existing shareholders failed to meet the minimum threshold for completion.
This purchase by CD&R follows the purchase of 116, 000 convertible preferred shares for a price of $116 million on Oct. 30, and the purchase of 384,000 convertible preferred shares for a price of $384 million on Nov. 12.
CHC plans to use proceeds from the investment primarily to reduce debt and other fixed charges.
Notable Share Transactions
NEW YORK--(BUSINESS WIRE
Completion of the rights offering to holders of CHC�s ordinary shares was dependent upon receiving at least $50 million in total demand from the company�s shareholders. Because total commitments at the time of the offering�s 5 p.m. EST Monday expiration were less than $50 million, the rights offering will not be completed.
Instead, consistent with terms of CHC�s Aug. 21 private placement with Clayton, Dubilier & Rice (CD&R), CD&R will purchase all 100,000 preferred shares available in the rights offering for $100 million. The purchase is in addition to 500,000 preferred shares previously acquired by CD&R for $500 million, making CD&R�s total investment in CHC $600 million.
The final closing of the private placement is expected to occur on Dec. 15.
As previously announced, CHC estimates that net proceeds from the private placement will be approximately $572.4 million, excluding anticipated expenses. 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.
All subscription payments received from shareholders that exercised offering rights will be returned by the subscription agent as soon as practical, without interest or penalty.
Notable Share Transactions
NEW YORK--(BUSINESS WIRE
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.
Notable Share Transactions
NEW YORK--(BUSINESS WIRE )--
CHC Group Ltd. (HELI), the parent company of CHC Helicopter, today announced that it has commenced a rights offering for up to $100 million of convertible preferred shares.
For each ordinary share of the company owned on the record date of Nov. 3, 2014, shareholders will receive at no charge a nontransferable right to purchase newly issued preferred shares through the rights offering.
CHC will issue up to 100,000 preferred shares in the rights offering at a price of $1,000 per share. That is the same price to be paid by affiliates of Clayton, Dubilier & Rice (CD&R) through a private-placement investment agreement entered into by CHC and CD&R on Aug. 21.
Each right will entitle existing shareholders to purchase 0.001229 preferred shares, and up to an additional 0.0016422 preferred shares if the shareholder exercises its basic subscription rights in full. The additional amount corresponds to the pro-rata share of 6922767 Holding (Cayman) Inc., an entity controlled by affiliates of First Reserve Management L.P., which has indicated that it will not participate in the rights offering.
For the rights offering to existing shareholders to be completed, existing shareholders must purchase a minimum aggregate amount of $50 million of preferred shares. CD&R has agreed to purchase the balance of preferred shares if existing shareholders do not elect to purchase in full the $100 million of preferred shares offered. As a result, CD&R�s total investment in CHC could increase to up to $600 million.
The rights offering begins on Nov. 7 and will expire at 5 p.m. EST on Nov. 24, unless extended by the company.
The rights offering will be made only by means of the related final prospectus, which will be filed with the U.S. Securities and Exchange Commission (SEC). The registration statement relating to the rights offering was declared effective by the SEC on Nov. 4.
Notable Share Transactions
NEW YORK--(BUSINESS WIRE )--
Clayton, Dubilier & Rice (CD&R) has completed the first stage of CD&R’s investment in CHC Group Ltd. (HELI) through the purchase of 116,000 convertible preferred shares in a private placement for a price of $116 million, consistent with terms of an investment agreement that CHC and CD&R entered into on Aug. 21.
CD&R is investing an additional $384 million, subject to approval by the CHC shareholders at an extraordinary general meeting, to be held on Nov. 7, and satisfaction of other closing conditions.
Finally, CHC is providing existing shareholders with rights to purchase up to a combined $100 million of additional preferred shares. For the rights offering to existing shareholders to be completed, those shareholders must purchase a minimum combined $50 million of preferred shares. 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 estimates that the net proceeds from the private placement, together with the rights offering and after deducting estimated expenses, will be approximately $572.4 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.
As part of the transaction and concurrent with today’s convertible share purchase, CD&R partners John Krenicki Jr. and Nathan K. Sleeper have joined the CHC board of directors. Mr. Krenicki has assumed the role of chairman. William E. Macaulay has resigned from the board effective today
Investor Presentations
Heli Electronics Dec. 2010 Investor Presentation
