CHC Group Announces Shareholder Approval Of Private Placement With CD&R

CHC Group Ltd.

, the parent company of CHC Helicopter, today announced that its shareholders have approved the issuance of preferred shares to Clayton, Dubilier & Rice LLC and certain of its affiliates (CD&R) in a private placement of up to $600 million and related proposals. The shareholder approval was obtained at CHC's extraordinary general meeting of shareholders, which was held on Nov. 7. 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.