CHC Announces Cash Tender Offer and Related Consent Solicitation for All of Its Outstanding 7 3/8% Senior Subordinated Notes Due
27 Mai 2008 - 11:00PM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX: FLY.A)(TSX: FLY.B)(NYSE: FLI)
announced today that it has commenced a cash tender offer (the
"Offer") for all of its outstanding 7 3/8% Senior Subordinated
Notes due 2014 (CUSIP No. 12541CAF1) (the "Notes"). In connection
with the Offer, CHC is soliciting (the "Consent Solicitation")
consents (the "Consents") to amend the terms of the Notes and the
indenture pursuant to which the Notes were issued (the
"Indenture"). The Offer and the Consent Solicitation are being made
in connection with a previously announced arrangement agreement
that provides for the acquisition of all of CHC's outstanding Class
A Subordinate Voting Shares and Class B Multiple Voting Shares by
6922767 Canada Inc., an affiliate of a fund managed by First
Reserve Corporation (such transaction referred to herein as the
"Arrangement"). The completion of the Offer and the receipt of the
requisite Consents are not conditions to completion of the
Arrangement or the financing thereof.
The Offer will expire at midnight, New York City time, on June
23, 2008, unless extended or earlier terminated by CHC (the
"Expiration Date"). Holders who wish to receive the Total
Consideration (as defined below) for the Notes must validly tender
and not validly withdraw their Notes on or prior to 5:00 p.m., New
York City time, on June 9, 2008, unless extended or earlier
terminated (the "Consent Payment Deadline").
Holders tendering their Notes will be required to consent to
proposed amendments to the Indenture and the Notes, which would
eliminate substantially all of the restrictive covenants contained
in the Indenture and the Notes (except the covenants relating to
change of control and asset sale offers), eliminate certain events
of default, modify the covenant regarding mergers and
consolidations, and modify or eliminate certain other provisions,
including certain provisions relating to defeasance, contained in
the Indenture and the Notes. Holders may not tender their Notes
without also delivering Consents and may not deliver Consents
without also tendering their Notes.
The total consideration for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn pursuant to the
Offer is $1,015.00 (the "Total Consideration"). The Total
Consideration includes a consent payment of $5.00 per $1,000
principal amount of Notes (the "Consent Payment"). Subject to the
terms and conditions of the Offer and the Consent Solicitation, the
Consent Payment will be made in respect of Notes validly tendered
and not validly withdrawn and as to which Consents to the proposed
amendments are delivered on or prior to the Consent Payment
Deadline. Holders must validly tender and not validly withdraw
Notes on or prior to the Consent Payment Deadline in order to be
eligible to receive the Total Consideration. Holders who validly
tender their Notes after the Consent Payment Deadline and on or
prior to the Expiration Date will be eligible to receive only the
tender offer consideration of $1,010.00 per $1,000 principal amount
of Notes, representing an amount equal to the Total Consideration
less the Consent Payment.
Holders whose Notes are validly tendered and not validly
withdrawn and are accepted for payment in the Offer will also
receive accrued and unpaid interest in respect of such purchased
Notes from the last interest payment date preceding the date on
which payment for purchased Notes is made (the "Payment Date") to,
but not including, the Payment Date. The Payment Date is expected
to occur promptly after the Expiration Date, assuming all
conditions to the Offer have been satisfied or waived.
The Offer and the Consent Solicitation are made upon the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated the date hereof (the "Offer to
Purchase") and the related Consent and Letter of Transmittal. The
Offer and the Consent Solicitation are subject to the satisfaction
or waiver of certain conditions, including receipt of Consents
sufficient to approve the proposed amendments and the closing of
the Arrangement having occurred, or such Arrangement occurring
substantially concurrent with the Expiration Date. The Offer to
Purchase contains important information which should be read
carefully before any decision is made with respect to the
Offer.
CHC has retained Morgan Stanley & Co. Incorporated to act as
Dealer Manager and Solicitation Agent in connection with the Offer
and the Consent Solicitation. Morgan Stanley & Co. Incorporated
may perform the services contemplated by the Offer and the
Solicitation in conjunction with its affiliates (including, without
limitation, its affiliates incorporated under the federal laws of
Canada). Persons with questions regarding the Offer or the Consent
Solicitation should contact Morgan Stanley & Co. Incorporated
at (800) 624-1808 (toll-free) or (212) 761-1941 (collect). Persons
residing or incorporated in Canada should contact Morgan Stanley
Canada Limited at (416) 943-8417. The Offer to Purchase and other
documents relating to the Offer and the Consent Solicitation are
expected to be distributed to holders of the Notes beginning today.
Requests for documentation may be directed to D.F. King & Co.,
Inc., the Information Agent, which can be contacted at (212)
269-5550 (banks and brokers, call collect) or (888) 869-7406 (all
others, call toll-free).
This release is for informational purposes only and is neither
an offer to purchase, a solicitation of an offer to sell the Notes
nor a recommendation regarding the Offer and/or Consent
Solicitation. Holders should seek legal advice from an independent
financial advisor as to the suitability of the transactions
described herein for the individual concerned. The Offer and the
Consent Solicitation are not being made to holders of the Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Offer and the Consent Solicitation to
be made by a licensed broker or dealer, the Offer and the Consent
Solicitation will be deemed to be made on behalf of CHC by the
Dealer Manager and Solicitation Agent, or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking
statements. While these statements represent CHC's best current
judgment, the actual results could differ materially from the
conclusion, forecast or projection contained in the forward-looking
information. Certain material factors or assumptions were applied
in making the forward-looking statements. Such factors include, but
are not limited to, the following: the risk that the Arrangement
and the related financing are not completed on the terms
contemplated (if at all), exchange rate fluctuations, inherent
risk, trade credit risk, industry exposure, inflation, contract
loss, inability to maintain government issued licenses, inability
to obtain necessary aircraft or insurance, competition, political,
economic and regulatory uncertainty, loss of key personnel, pension
risk, work stoppages due to labor disputes, international
uncertainty and impact of any future material acquisitions, all as
further detailed in CHC's Annual Report on Form 20-F/A, in CHC's
management information circular furnished to the U.S. Securities
and Exchange Commission by CHC on Form 6-K on April 4, 2008 and in
other filings with the U.S. Securities and Exchange Commission and
Canadian securities regulators. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual outcomes may vary materially from those
indicated. CHC disclaims any intentions or obligations to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, except in accordance with
applicable securities laws.
About CHC
CHC is one of the world's largest providers of helicopter
services to the global offshore oil and gas industry, with aircraft
operating in more than 30 countries worldwide.
If you wish to be added to CHC's news distribution list, please
visit http://www.chc.ca/investor_materialrequest.php
Contacts: CHC Helicopter Corporation Sylvain Allard President
and Chief Executive Officer (604) 279-2455 or (604) 307-8646 Email:
sallard@chc.ca CHC Helicopter Corporation Rick Davis Senior Vice
President and Chief Financial Officer (604) 279-2471 or (778)
999-0314 Email: rdavis@chc.ca Website: www.chc.ca
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