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Document/Exhibit Description Pages Size 1: T-3 Application for Qualification of a Trust Indenture HTML 152K 13: EX-99.1 Miscellaneous Exhibit HTML 39K 14: EX-99.2 Miscellaneous Exhibit HTML 31K 2: EX-99.T3A.1 Miscellaneous Exhibit HTML 14K 7: EX-99.T3A.10 Miscellaneous Exhibit HTML 17K 3: EX-99.T3A.2 Miscellaneous Exhibit HTML 17K 8: EX-99.T3A.29 Miscellaneous Exhibit HTML 385K 9: EX-99.T3A.32 Miscellaneous Exhibit HTML 255K 4: EX-99.T3A.6 Miscellaneous Exhibit HTML 235K 5: EX-99.T3A.7 Miscellaneous Exhibit HTML 237K 6: EX-99.T3A.8 Miscellaneous Exhibit HTML 235K 10: EX-99.T3B.9 Miscellaneous Exhibit HTML 189K 11: EX-99.T3E.1 Miscellaneous Exhibit HTML 1.26M 12: EX-99.T3E.2 Miscellaneous Exhibit HTML 328K
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM T-3 |
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES |
UNDER THE TRUST INDENTURE ACT OF 1939 |
Helicopter Company I LLC |
(Name of Applicant)* |
27 Hospital Road George Town |
KY1-9008 Cayman Islands |
(Address of Principal Executive Offices) |
Securities to be Issued Under the Indenture to be Qualified |
Title of Class | Amount | |
5.0% Senior Unsecured Notes due 2024 | $37,500,000** |
Approximate date of proposed public offering:
On, or as soon as practicable following, the effective date (the “Effective Date”) under the Second Amended Joint Chapter 11 Plan (as amended or supplemented, the “Plan of Reorganization”) of CHC Group Ltd. and its Affiliated Debtors (as defined in the Plan of Reorganization).
Helicopter Member Ltd.
Sole Managing Member
Helicopter Company I LLC
27 Hospital Road, George Town
KY1-9008 Cayman Islands
(Name and Address of Agent for Service)
Copies to:
Louis Lehot DLA Piper LLP (US) 2000 University Avenue East Palo Alto, California 94303 (650) 833-2000
Christopher C. Paci DLA Piper LLP (US) 1251 Avenue
of the Americas (212) 335-4500 |
Hooman Yazhari Chief Administrative Officer, Senior Vice President & General Counsel c/o CHC Group Ltd. 600 East Las Colinas Boulevard Suite 1000 (214) 262-7300 |
The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application for qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicants.
* | The Co-Applicants listed on the following page are also included in this application as Applicants. |
** | Additional notes may be issued under the Indenture (as defined below) pursuant to the terms thereof. |
The following direct and indirect subsidiaries of CHC Group Ltd., an exempted company with limited liability organized under the laws of the Cayman Islands (“CHC Parent”), are expected to be guarantors (the “Guarantors” and, together with Helicopter Company I LLC, the “Applicants”) of 5.0% Senior Unsecured Notes due 2024 (the “New Notes”) as of the Effective Date and are co-applicants on this application.
Table of Co-Applicants
Name of Guarantors
6922767 Holding S.à r.l.
Capital Aviation Services B.V.
CHC Den Helder B.V.
CHC Global Operations (2008) ULC
CHC Global Operations Canada (2008) ULC
CHC Global Operations International ULC
CHC Helicopter Australia Pty Ltd
CHC Helicopter Holding S.à r.l.
CHC Helicopter S.A.
CHC Helicopters (Barbados) Limited
CHC Holding (UK) Limited
CHC Holding NL B.V.
CHC Hoofddorp B.V.
CHC Leasing (Ireland) Designated Activity Company
CHC Netherlands B.V.
CHC Norway Acquisition Co AS
Heli-One (Netherlands) B.V.
Heli-One (Norway) AS
Heli-One (U.S.) Inc.
Heli-One (UK) Limited
Heli-One Canada ULC
Heli-One Holdings (UK) Limited
Heli-One Leasing (Norway) AS
Heli-One Leasing ULC
Heli-One USA Inc.
Heliworld Leasing Limited
Integra Leasing AS
Lloyd Bass Strait Helicopters Pty Ltd
Lloyd Helicopter Services Limited
Lloyd Helicopter Services Pty Ltd
Lloyd Helicopters International Pty Ltd
Lloyd Helicopters Pty Ltd
Management Aviation Limited
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GENERAL
1. | General Information. |
Helicopter Company I LLC (the “Company”) is a limited liability company organized under the laws of the Cayman Islands. Upon the Effective Date, the Company will purchase all of the assets of CHC Parent. The form of organization and the state or other sovereign power under the laws of which each co-Applicant is organized are as follows:
Name | Form of Organization | Jurisdiction | ||
6922767 Holding S.à r.l. | Limited liability company | Luxembourg | ||
Capital Aviation Services B.V. | Limited liability company | Netherlands | ||
CHC Den Helder B.V. | Limited liability company | Netherlands | ||
CHC Global Operations (2008) ULC | Unlimited liability company | Canada | ||
CHC Global Operations Canada (2008) ULC | Unlimited liability company | Canada | ||
CHC Global Operations International ULC | Unlimited liability company | Canada | ||
CHC Helicopter Australia Pty Ltd | Limited company | Australia | ||
CHC Helicopter Holding S.à r.l. | Limited liability company | Luxembourg | ||
CHC Helicopter S.A. | Limited company | Luxembourg | ||
CHC Helicopters (Barbados) Limited | Limited liability company | Barbados | ||
CHC Holding (UK) Limited | Limited liability company | Scotland | ||
CHC Holding NL B.V. | Limited liability company | Netherlands | ||
CHC Hoofddorp B.V. | Limited liability company | Netherlands | ||
CHC Leasing (Ireland) Designated Activity Company | Limited liability company | Ireland | ||
CHC Netherlands B.V. | Limited liability company | Netherlands | ||
CHC Norway Acquisition Co AS | Limited liability company | Norway | ||
Heli-One (Netherlands) B.V. | Limited liability company | Netherlands | ||
Heli-One (Norway) AS | Limited liability company | Norway | ||
Heli-One (U.S.) Inc. | Corporation | Texas | ||
Heli-One (UK) Limited | Limited liability company | England & Wales | ||
Heli-One Canada ULC | Unlimited liability company | Canada | ||
Heli-One Holdings (UK) Limited | Limited liability company | England and Wales | ||
Heli-One Leasing (Norway) AS | Limited liability company | Norway | ||
Heli-One Leasing ULC | Unlimited liability company | Canada | ||
Heli-One USA Inc. | Corporation | Texas | ||
Heliworld Leasing Limited | Limited liability company | England and Wales | ||
Integra Leasing AS | Limited liability company | Norway | ||
Lloyd Bass Strait Helicopters Pty Ltd | Limited company | Australia | ||
Lloyd Helicopter Services Limited | Limited liability company | Scotland | ||
Lloyd Helicopter Services Pty Ltd | Limited company | Australia | ||
Lloyd Helicopters International Pty Ltd | Limited company | Australia | ||
Lloyd Helicopters Pty Ltd | Limited company | Australia | ||
Management Aviation Limited | Limited company | England and Wales |
3 |
2. | Securities Act Exemption Applicable. |
Prior to the Effective Date, the Applicants intend to offer, under the terms and subject to the conditions set forth in the Revised Disclosure Statement for the Plan of Reorganization (as may be amended or supplemented, the “Disclosure Statement”) and the accompanying Plan of Reorganization, copies of which are included herein as Exhibits T3E-1 and T3E-2, respectively, an aggregate principal amount of up to $37,500,000 of the New Notes (less the amount of the Convenience Claim Distribution Amount (as defined in the Plan of Reorganization)) to holders of General Unsecured Claims (as defined in the Plan of Reorganization). The New Notes will be issued by the Company, as successor to CHC Parent, pursuant to the indenture to be qualified under this application (the “Indenture”), a copy of which will be filed by amendment as Exhibit T3C to this application. The expected terms of the New Notes are described in the term sheet relating to the New Notes as set forth in Section V.M.5 of the Disclosure Statement.
Generally, Section 1145(a)(1) of Title 11 of the United States Code (the “Bankruptcy Code”) exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act of 1933, as amended, and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan of reorganization with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a claim against, an interest in, or an administrative expense claim against the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property.
The Applicants believe that the offer of the New Notes under the solicitation of acceptances for the Plan of Reorganization and the exchange of the General Unsecured Claims for the New Notes, together with certain other consideration, under the Plan of Reorganization will satisfy the requirements of Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer and exchange is exempt from the registration requirements referred to above.
AFFILIATIONS
3. | Affiliates. |
(a) The following list indicates the relationship of the Applicants to each of their respective affiliates as of the date of this application.
Ownership | ||||
Name | Record Owner | Percentage | ||
6922767 Holding S.à r.l. | CHC Group Ltd. | 100% | ||
Capital Aviation Services B.V. | CHC Hoofddorp B.V. | 100% | ||
CHC Den Helder B.V. | CHC Netherlands B.V. | 100% | ||
CHC Global Operations (2008) ULC | CHC Helicopter (5) S.à r.l. | 100% | ||
CHC Global Operations Canada (2008) ULC | CHC Helicopter (4) S.à r.l. | 100% | ||
CHC Global Operations International ULC | CHC Helicopter (3) S.à r.l. | 100% | ||
CHC Helicopter Australia Pty Ltd | Lloyd Helicopter Services Pty Ltd. | 66.7% | ||
Lloyd Bass Strait Helicopters Pty Ltd. | 33.3% | |||
CHC Helicopter Holding S.à r.l. | 6922767 Holding S.à r.l. | 100% | ||
CHC Helicopter S.A. | CHC Helicopter Holding S.à r.l. | 100% | ||
CHC Helicopters (Barbados) Limited | CHC Helicopters (Barbados) SRL | 100% | ||
CHC Holding (UK) Limited | Heli-One Holdings (UK) Limited | 100% | ||
CHC Holding NL B.V. | CHC Helicopter S.A. | 100% | ||
CHC Hoofddorp B.V. | CHC Netherlands B.V. | 100% | ||
CHC Leasing (Ireland) Designated Activity Company | CHC Helicopter S.A. | 100% |
4 |
CHC Netherlands B.V. | CHC Holding NL B.V. | 100% | ||
CHC Norway Acquisition Co AS | CHC Netherlands B.V. | 100% | ||
Heli-One (Netherlands) B.V. | CHC Hoofddorp B.V. | 100% | ||
Heli-One (Norway) AS | CHC Norway Acquisition Co AS | 100% | ||
Heli-One (U.S.) Inc. | CHC Helicopter S.A. | 100% | ||
Heli-One (UK) Limited | CHC Holding (UK) Limited | 100% | ||
Heli-One Canada ULC | CHC Helicopter (1) S.à r.l. | 100% | ||
Heli-One Holdings (UK) Limited | CHC Helicopter S.A. | 100% | ||
Heli-One Leasing (Norway) AS | CHC Norway Acquisition Co AS | 100% | ||
Heli-One Leasing ULC | CHC Helicopter (2) S.à r.l. | 100% | ||
Heli-One USA Inc. | Heli-One (U.S.) Inc. | 100% | ||
Heliworld Leasing Limited | Heli-One (UK) Limited | 100% | ||
Integra Leasing AS | CHC Norway Acquisition Co AS | 100% | ||
Lloyd Bass Strait Helicopters Pty Ltd | Lloyd Helicopter Services Pty Ltd. | 100% | ||
Lloyd Helicopter Services Limited | CHC Norway Acquisition Co AS | 100% | ||
Lloyd Helicopter Services Pty Ltd | Management Aviation Limited | 100% | ||
Lloyd Helicopters International Pty Ltd | Lloyd Bass Strait Helicopters Pty Ltd. | 100% | ||
Lloyd Helicopters Pty Ltd | Lloyd Helicopter Services Pty Ltd. | 100% | ||
Management Aviation Limited | Lloyd Helicopter Services Limited | 100% |
Following the Effective Date, certain of the entities described above may be dissolved or converted to limited liability companies in connection with the consummation of the Plan of Reorganization or thereafter.
(b) Certain directors and executive officers of the Applicants may be deemed to be “affiliates” by virtue of their respective positions in such Applicant. See Item 4, “Directors and Executive Officers.”
(c) Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”
MANAGEMENT AND CONTROL
4. | Directors and Executive Officers. |
(a) Directors and Executive Officers of CHC Parent. The following table sets forth the names of and offices held by all directors and executive officers of CHC Parent as of the date of this application. The mailing address and telephone number of each of them is c/o CHC Parent, 190 Elgin Avenue, George Town, KY1-9005 Cayman Islands; telephone number (604) 276-7500.
Name | Position | ||
Karl S. Fessenden | Director, President and Chief Executive Officer | ||
John Krenicki, Jr | Director and Chairman of the Board | ||
John A. McKenna, Jr. | Director | ||
William G. Schrader | Director | ||
Nathan K. Sleeper | Director | ||
William L. Transier | Director | ||
Juan D. Vargas | Director | ||
Robert C. Volpe | Director | ||
David Balevic | Senior Vice President, Engineering and Operations | ||
Antony DiNota | President, Heli-One | ||
Lee Eckert | Senior Vice President and Chief Financial Officer | ||
Paul King | Senior Vice President, Chief Information Officer | ||
David Lisabeth | Senior Vice President, Human Resources | ||
Barry Parsons | Senior Vice President, CHC Global Sales | ||
Duncan Trapp | Vice President, Safety and Quality | ||
Hooman Yazhari | Senior Vice President, Legal and Administration |
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(b) Directors and Executive Officers of the Guarantors. The names of the executive officers and directors, managers or managing members, as applicable, of the Guarantors as of the date of this application are as set forth on Exhibit 99.1 hereto, which is incorporated herein by reference. The mailing address and telephone number of each of them is c/o CHC Parent, 190 Elgin Avenue, George Town, KY1-9005 Cayman Islands; telephone number (604) 276-7500.
(c) Directors and Executive Officers of the Applicants on the Effective Date. On the Effective Date, it is expected that a slate of new directors will be appointed for the Company pursuant to the Plan of Reorganization, which slate may consist of new and current directors. On the Effective Date, it is expected that the Executive Officers of the Company will be the same as the Executive Officers of CHC Parent on the date hereof. It is also expected that the Directors and Executive Officers of the Guarantors will remain the same as on the date hereof.
5. | Principal Owners of Voting Securities. |
(a) Ten percent owners of CHC Parent. The following table sets forth the entities holding more than 10% of CHC Parent’s ordinary shares as of November 30, 2016.
Name of Owner | Title of Class Owned | Amount Owned | Percentage of Voting Securities Owned | |||||||
CD&R CHC Holdings, L.P. (1) | Ordinary Shares | 2,977,412 | 52.2 | |||||||
6922767 Holding (Cayman) Inc. (2) | Ordinary Shares | 1,530,011 | 56.2 |
(1) | CD&R CHC Holdings, L.P. (“CD&R Holdings”) is the beneficial owner of approximately 2,977,412 Ordinary Shares on an as-converted basis as of November 30, 2016, which are issuable upon conversion, at the option of the holder, of approximately 679,026 Preferred Shares that are held directly by CD&R Holdings, taking into account preferred dividends that have accrued as of July 28, 2016. However, the number of ordinary voting shares CD&R Holdings is entitled to upon conversion of its Preferred Shares is subject to a 49.9% cap, with the remaining shares not issued due to this limitation issued as non-voting ordinary shares, par value $0.0001 per share. The total amount of shares reported excludes 1,530,011 Ordinary Shares held by CHC Cayman that CD&R Holdings may be deemed to beneficially own because CD&R Holdings and CHC Cayman comprise a “group” within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934 and CD&R Holdings expressly disclaims beneficial ownership of these shares. CD&R Investment Associates IX, Ltd. (“CD&R Holdings GP”), as the general partner of CD&R Holdings, may be deemed to beneficially own the Convertible Preferred Shares held by CD&R Holdings. CD&R Holdings GP expressly disclaims beneficial ownership of the shares held by CD&R Holdings, except to the extent of its pecuniary interest therein. The address for each of CD&R Holdings and CD&R Holdings GP is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. |
(2) | 6922767 Holding (Cayman) Inc. (“CHC Cayman”) is the holding company through which First Reserve Corporation (“First Reserve”) and its affiliates acquired the Company’s predecessor in 2008. The issued and outstanding equity securities of CHC Cayman consist of 1,845,561,418 of Ordinary A shares, 7,618,905 of Ordinary B shares and 289,000 of Special shares. The total amount of shares reported excludes 2,977,412 Ordinary Shares held by CD&R Holdings on an as-converted basis that CHC Cayman may be deemed to beneficially own because CD&R Holdings and CHC Cayman comprise a “group” within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934 and CHC Cayman expressly disclaims beneficial ownership of these shares. Per SEC rules, the percentage of beneficial ownership by CHC Cayman does not factor in the shares beneficially owned by CD&R Holdings. If such shares were included in the calculation, CHC Cayman’s beneficial ownership percentage would be 26.8%. Funds affiliated with First Reserve own an approximate 99.6% economic and voting interest in CHC Cayman. 1,845,561,417 Ordinary A shares of CHC Cayman are held by Horizon Alpha Limited, or Horizon Alpha, FR XI Horizon Co-Investment I, L.P., or FR XI Horizon Co-Investment I, and FR XI Horizon Co-Investment II, L.P., or FR XI Horizon Co-Investment II. The equity interests of Horizon Alpha are held by First Reserve Fund XII, L.P., or First Reserve Fund XII, FR XII-A Parallel Vehicle, L.P., or FR XII-A and FR Horizon AIV, L.P., or FR Horizon AIV. The general partner of First Reserve Fund XII and FR XII-A is First Reserve GP XII, L.P., whose general partner is First Reserve GP XII Limited. The general partner of FR Horizon AIV is FR Horizon GP, L.P. and the general partner of FR Horizon GP, L.P. is FR Horizon GP Limited. Each of First Reserve GP XII Limited and FR Horizon GP Limited is wholly-owned by First Reserve’s senior managing directors. The general partner of each of FR XI Horizon Co-Investment I and FR XI Horizon Co-Investment II is FR XI Offshore GP Limited. The members of FR XI Offshore GP Limited are First Reserve’s senior managing directors. Each of such First Reserve entities may be deemed to beneficially own the shares beneficially owned by Horizon Alpha, FR XI Horizon Co-Investment I and FR XI Horizon Co-Investment II directly or indirectly controlled by it, but each disclaims beneficial ownership of such shares. The address of each of the entities listed in this footnote is c/o First Reserve Management, L.P., One Lafayette Place, Greenwich, Connecticut 06830. |
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(b) Ten percent owners of the Guarantors. The names of the entities holding more than 10% of voting securities of the Guarantors as of November 30, 2016 are set forth on Exhibit 99.2 hereto, which is incorporated herein by reference. The mailing address and telephone number of each of them is c/o CHC Parent, 190 Elgin Avenue, George Town, KY1-9005 Cayman Islands; telephone number (604) 276-7500.
(c) Ten percent owners as of the Effective Date. Following the Effective Date, it is expected that certain holders of claims under the Senior Secured Notes (as defined in the Plan of Reorganization) may receive 10% or more of a class of the Company’s voting securities pursuant to the Plan of Reorganization.
UNDERWRITERS
6. | Underwriters. |
(a) On January 16, 2014, J.P. Morgan Securities, LLC, Barclays Capital Inc., UBS Securities LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Standard Bank Plc, Cormark Securities (USA) Limited, Cowen and Company, LLC, Raymond James & Associates, Inc., Simmons & Company International and Tudor, Pickering, Holt & Co. Securities, Inc. acted as underwriters in the initial public offering of 1,033,333 ordinary shares of CHC Parent (after giving effect to CHC Parent’s 30:1 reverse share split in December 2015). Other than as set forth in the previous sentence, no person has acted as a principal underwriter of the securities of CHC Parent or the Applicants outstanding as of the date of this application. The address for each of the aforementioned underwriters is c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 and c/o Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019.
(b) No person is acting, or has proposed to act, as a principal underwriter of the New Notes proposed to be offered pursuant to the Indenture.
CAPITAL SECURITIES
7. | Capitalization. |
(a)
(i) The following table sets forth information with respect to each authorized class of securities of CHC Parent as of November 30, 2016.
Title of Class | Amount Authorized | Amount Outstanding | ||||||
9.250% Senior Secured Notes due 2020 | $ | 1,100,000,000 | $ | 1,000,000,000 | ||||
9.375% Senior Unsecured Notes due 2021 | $ | 300,000,000 | $ | 95,000,000 | ||||
Redeemable Convertible Preferred Shares | 6,000,000 | 671,189 | ||||||
Ordinary Shares | 544,000,000 | 2,721,592 |
(ii) The information with respect to each authorized class of securities of the Guarantors as of November 30, 2016 is set forth in the capitalization table attached to this application as Exhibit 99.1 hereto, which is incorporated herein by reference. Each authorized class of securities of the Guarantors is expected to continue following the Effective Date.
7 |
(b)
(i) Holders of Redeemable Convertible Preferred Shares of CHC Parent will vote at all shareholders meetings together with, and as part of one class with the Ordinary Shares, provided that the Redeemable Convertible Preferred Shares of any one holder and its affiliates (together with any votes of such holder and its affiliates in respect of any previously issued Ordinary Shares upon conversion of Redeemable Convertible Preferred Shares) will not represent more than 49.9% of the total number of votes. In addition, the prior written consent of the holders of a majority of the Redeemable Convertible Preferred Shares will be required to, among other things, (i) create, or issue additional, equity or convertible securities other than voting or non-voting Ordinary Shares or (ii) enter into a debt agreement restricting the payment of dividends or a distribution by the issuance of Redeemable Convertible Preferred Shares or the conversion of Redeemable Convertible Preferred Shares into Ordinary Shares.
Holders of ordinary shares are entitled to cast one vote for each share on all matters submitted to a vote of shareholders, including the election of directors.
As soon as reasonably practicable following the Effective Date, CHC Parent will be liquidated or voluntarily struck-off. Holders of Redeemable Convertible Preferred Shares and Ordinary Shares of CHC Parent will not receive or retain any property under the Plan of Reorganization on account of such equity securities.
On the Effective Date, the Company’s capital structure will consist of New Second Lien Convertible Notes (as defined in the Plan of Reorganization), the New Notes and New Membership Interests (as defined in the Plan of Reorganization).
(ii) Except as otherwise set forth in such Guarantor’s governing document, or with respect to the Guarantors, holders of membership interests of each Guarantor that is a limited liability company are entitled to one vote per unit of limited liability company membership interest and holders of ordinary shares of each Guarantor that is a corporation are entitled to one vote per share and vote as a single class.
INDENTURE SECURITIES
8. | Analysis of Indenture Provisions. |
The New Notes will be subject to the Indenture to be entered into among the Applicants and a trustee to be identified by amendment hereof (the “Trustee”). The following is a general description of certain provisions of the Indenture, and the description is qualified in its entirety by reference to the form of Indenture to be filed by amendment as Exhibit T3C herewith. The Applicants have not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change before it is executed.
(a) | Events of Default; Withholding of Notice of Default. |
The Indenture will contain certain customary events of default, including: (1) default for 30 days in the payment when due of interest on, or with respect to, the New Notes, (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the New Notes, (3) failure to comply with any other covenants or agreements related to the New Notes, subject to any applicable notice and cure period as provided for in the Indenture, (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed (other than aircraft leases) by the Company or any of its Significant Subsidiaries or any group of the Company’s Restricted Subsidiaries (as such terms are defined in the Indenture) that taken as a whole would constitute a Significant Subsidiary of the Company (or the payment of which is guaranteed by an Company or any of the Company’s Restricted Subsidiaries), whether such indebtedness or guarantee now exists, or is created after the issue date (but excluding indebtedness owing to the Company or a Restricted Subsidiary of the Company), if that default (a) is caused by a failure to pay principal on such indebtedness prior to the expiration of the grace period provided in such indebtedness following the stated maturity of such indebtedness (a “Payment Default”); or (b) results in the acceleration of such indebtedness prior to its stated maturity, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $ million or more; (5) failure to pay final and nonappealable judgments in excess of $ million, subject to a cure period as provided for in the Indenture, (6) any guarantee by the Guarantors is held to be unenforceable or invalid, or is disaffirmed by any Guarantor and (7) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any of its significant subsidiaries (as defined under Regulation S-X).
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The trustee may withhold from holders of the New Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium.
(b) | Authentication and Delivery of the New Notes; Application of Proceeds. |
The New Notes will be signed by one or more officers of the Company. No New Note will be entitled to any benefit under the Indenture unless it bears a certificate of authentication executed by the Trustee in manual or facsimile signature. The Trustee may appoint an authenticating agent.
The Company will not receive any proceeds from the issuance of the New Notes pursuant to the Plan of Reorganization.
(c) | Release of Collateral. |
Not applicable.
(d) | Satisfaction and Discharge. |
The Indenture will be discharged and will cease to be of further effect as to all outstanding New Notes under the Indenture if (i)(1) all the New Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation or (2) all the New Notes not theretofore delivered to the Trustee for cancellation have become due and payable, and the Company has deposited with the Trustee or delivered to the holders of the New Notes amounts of consideration sufficient to satisfy the Company’s obligations under the Indenture and pay all other sums due and payable under the Indenture by the Company with respect to the New Notes; and (ii) the Company has delivered to the Trustee an officer’s certificate stating that all conditions precedent to satisfaction and discharge have been satisfied.
(e) | Evidence of Compliance with Conditions and Covenants. |
The Company is required to deliver to the Trustee within 120 days after the end of each fiscal year of the Company an officers’ certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under the Indenture and, if so, specifying each such failure and the nature thereof. The Company is required to deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any event of default or default, an officers’ certificate setting forth the details of such event of default or default, its status and the action that the Company is taking or proposing to take in respect thereto.
9. | Other Obligors. |
Other than the Applicants, no other person is an obligor with respect to the New Notes.
Contents of application for qualification. This application for qualification comprises:
(a) Pages numbered 1 through 10, consecutively.
(b) The statement of eligibility and qualification on Form T-1 of the Trustee under the Indenture to be qualified (to be filed by amendment as Exhibit 25.1).
(c) The exhibits listed on the Index to Exhibits attached hereto in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Helicopter Company I LLC, a limited liability company organized and existing under the laws of the Cayman Islands, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in George Town, Cayman Islands on the 23rd day of December, 2016.
Helicopter Company I LLC | ||||||||||
By: Helicopter Member Ltd., its Sole Managing Member | ||||||||||
Attest: | /s/ Andrew Ibeh | By: | /s/ Steven Manning | |||||||
Name: Andrew Ibeh | Name: | Steven Manning | ||||||||
Title: | Authorized Signatory |
SIGNATURE
Know all men by these presents, that each person whose signature appears below hereby constitutes and appoints Karl S. Fessenden and Hooman Yazhari and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this application and any and or all amendments to this application, and to file the same, with all exhibits thereto, and all other documents in connection therewith, to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Trust Indenture Act of 1939, the Guarantors have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in George Town, Cayman Islands on the 23rd day of December, 2016.
6922767 Holding SARL | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Capital Aviation Services B.V. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory |
CHC Den Helder B.V. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Global Operations (2008) ULC | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Global Operations Canada (2008) ULC | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Global Operations International ULC | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory |
CHC Helicopter Australia Pty Ltd | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Helicopter Holding S.à r.l. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Helicopter S.A. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory |
CHC Helicopters (Barbados) Limited | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Holding (UK) Limited | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Holding NL B.V. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Hoofddorp B.V. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Leasing (Ireland) Designated Activity Company | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
CHC Netherlands B.V. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory |
CHC Norway Acquisition Co AS | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heli-One (Netherlands) B.V. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heli-One (Norway) AS | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heli-One (U.S.) Inc. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heli-One (UK) Limited | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heli-One Canada ULC | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heli-One Holdings (UK) Limited | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory |
Heli-One Leasing (Norway) AS | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heli-One Leasing ULC | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heli-One USA Inc. | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Heliworld Leasing Limited | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Integra Leasing AS | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Lloyd Bass Strait Helicopters Pty Ltd | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Lloyd Helicopter Services Limited | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory |
Lloyd Helicopter Services Pty Ltd | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Lloyd Helicopters International Pty Ltd | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Lloyd Helicopters Pty Ltd | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory | ||
Management Aviation Limited | ||
By: | /s/ Nicolas P. Stable | |
Name: Nicolas P. Stable | ||
Title: Authorized Signatory |
Incorporated by Reference | ||||||||||||
Exhibit | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | Filed Herewith | ||||||
Exhibit T3A-1 | Helicopter Company I LLC, Certificate of Registration, dated December 15, 2016 | X | ||||||||||
Exhibit T3A-2 | Helicopter Company I LLC, Statement in Terms of Section 5 of the Limited Liability Companies Law, 2006, dated December 14, 2016 | X | ||||||||||
Exhibit T3A-3 | 6922767 Holding S.à r.l, Articles of Association, dated April 25, 2013 | S-4 | 333-188927 | 3.2 | 05/29/2013 | |||||||
Exhibit T3A-4 | Capital Aviation Services B.V., Amended Articles of Association, dated December 24, 2003 | S-4 | 333-179072 | 3.3 | 01/18/2012 | |||||||
Exhibit T3A-5 | CHC Den Helder B.V., Amended Articles of Association, dated July 15, 2009 | S-4 | 333-179072 | 3.6 | 01/18/2012 | |||||||
Exhibit T3A-6 | CHC Global Operations (2008) Inc., Articles of Incorporation, dated October 21, 2014 | X | ||||||||||
Exhibit T3A-7 | CHC Global Operations Canada (2008) ULC, Articles of Incorporation, dated October 21, 2014 | X | ||||||||||
Exhibit T3A-8 | CHC Global Operations International ULC, Articles of Incorporation, dated October 21, 2014 | X | ||||||||||
Exhibit T3A-9 | CHC Helicopter Australia Pty Ltd (formerly known as Lloyd Offshore Helicopters Pty. Ltd.), Certificate of Registration, dated June 26, 2000 | S-4 | 333-179072 | 3.63 | 01/18/2012 | |||||||
Exhibit T3A-10 | CHC Helicopter Australia Pty Ltd, Certificate of Registration on Change of Name, dated October 2, 2012 | X | ||||||||||
Exhibit T3A-11 | CHC Helicopter Holding S.à r.l, Articles of Association, dated February 28, 2012 | S-4 | 333-188927 | 3.11 | 05/29/2013 |
Exhibit T3A-12 | CHC Helicopter S.A., Articles of Association, dated February 28, 2012 | S-4 | 333-188927 | 3.1 | 05/29/2013 | |||||||
Exhibit T3A-13 | CHC Helicopters (Barbados) Limited, Amended Articles of Incorporation, dated April 2, 2002 | S-4 | 333-179072 | 3.12 | 01/18/2012 | |||||||
Exhibit T3A-14 | CHC Holding (UK) Limited, Certificate of Incorporation, dated November 3, 2008 | S-4 | 333-179072 | 3.15 | 01/18/2012 | |||||||
Exhibit T3A-15 | CHC Holding (UK) Limited, Amended Memorandum of Association, dated February 24, 1994, and Amended Articles of Association, dated March 16, 1995 | S-4 | 333-179072 | 3.16 | 01/18/2012 | |||||||
Exhibit T3A-16 | CHC Holding NL B.V., Deed of Incorporation, dated July 17, 2008 | S-4 | 333-179072 | 3.14 | 01/18/2012 | |||||||
Exhibit T3A-17 | CHC Hoofddorp B.V., Deed of Incorporation, dated July 17, 2007 | S-4 | 333-179072 | 3.17 | 01/18/2012 | |||||||
Exhibit T3A-18 | CHC Leasing (Ireland) Limited, Certificate of Incorporation, dated November 1, 2010 | S-4 | 333-179072 | 3.49 | 01/18/2012 | |||||||
Exhibit T3A-19 | CHC Leasing (Ireland) Limited, Memorandum of Association and Articles of Association, dated October 26, 2010 | S-4 | 333-179072 | 3.50 | 01/18/2012 | |||||||
Exhibit T3A-20 | CHC Netherlands B.V., Amended Articles of Association, dated March 16, 2004 | S-4 | 333-179072 | 3.18 | 01/18/2012 | |||||||
Exhibit T3A-21 | CHC Norway Acquisition Co. AS, Certificate of Registration, dated September 17, 2007 | S-4 | 333-179072 | 3.19 | 01/18/2012 | |||||||
Exhibit T3A-22 | CHC Norway Acquisition Co. AS, Articles of Association, dated September 17, 2008 | S-4 | 333-179072 | 3.20 | 01/18/2012 | |||||||
Exhibit T3A-23 | Heli-One Leasing (Norway) AS, Certificate of Registration, dated January 31, 1970 | S-4 | 333-179072 | 3.37 | 01/18/2012 | |||||||
Exhibit T3A-24 | Heli-One Leasing (Norway) AS, Amended Articles of Association, dated October 16, 2008 | S-4 | 333-179072 | 3.36 | 01/18/2012 |
Exhibit T3A-25 | Heli-One (Netherlands) B.V., Amended Articles of Association, dated September 19, 2005 | S-4 | 333-179072 | 3.40 | 01/18/2012 | |||||||
Exhibit T3A-26 | Heli-One (U.S.) Inc., Certificate of Incorporation, dated November 8, 2006 | S-4 | 333-179072 | 3.43 | 01/18/2012 | |||||||
Exhibit T3A-27 | Heli-One (UK) Limited, Amended Certificate of Incorporation and Memorandum of Association, dated January 19, 2006 | S-4 | 333-179072 | 3.41 | 01/18/2012 | |||||||
Exhibit T3A-28 | Heli-One (UK) Limited, Amended Articles of Association, dated March 31, 1993 | S-4 | 333-179072 | 3.42 | 01/18/2012 | |||||||
Exhibit T3A-29 | Heli-One Canada ULC, Amended Articles of Incorporation, dated October 21, 2014 | X | ||||||||||
Exhibit T3A-30 | Heli-One Holdings (UK) Limited, Memorandum of Association and Articles of Association, dated August 21, 2008 | S-4 | 333-179072 | 3.31 | 01/18/2012 | |||||||
Exhibit T3A-31 | Heli-One Leasing (Norway) AS, Certificate of Registration, dated January 31, 1970 | S-4 | 333-179072 | 3.37 | 01/18/2012 | |||||||
Exhibit T3A-32 | Heli-One Leasing ULC, Amended Articles of Incorporation, dated October 21, 2014 | X | ||||||||||
Exhibit T3A-33 | Heli-One USA Inc., Amended Articles of Incorporation, dated May 7, 2007 | S-4 | 333-179072 | 3.45 | 01/18/2012 | |||||||
Exhibit T3A-34 | Heliworld Leasing Limited, Certificate of Incorporation, dated April 26, 2002 | S-4 | 333-179072 | 3.47 | 01/18/2012 | |||||||
Exhibit T3A-35 | Heliworld Leasing Limited, Memorandum of Association and Articles of Association, dated April 10, 2002 | S-4 | 333-179072 | 3.48 | 01/18/2012 | |||||||
Exhibit T3A-36 | Integra Leasing AS, Certificate of Registration, dated November 30, 1992 | S-4 | 333-179072 | 3.52 | 01/18/2012 | |||||||
Exhibit T3A-37 | Integra Leasing AS, Articles of Association, dated October 16, 2008 | S-4 | 333-179072 | 3.51 | 01/18/2012 | |||||||
Exhibit T3A-38 | Lloyd Bass Strait Helicopters Pty. Ltd., Certificate of Registration, dated June 26, 2000 | S-4 | 333-179072 | 3.53 | 01/18/2012 |
Exhibit T3A-39 | Lloyd Helicopter Services Limited, Certificate of Incorporation and Memorandum of Association, dated December 12, 1997 | S-4 | 333-179072 | 3.59 | 01/18/2012 | |||||||
Exhibit T3A-40 | Lloyd Helicopter Services Limited, Articles of Association, dated January 5, 1998 | S-4 | 333-179072 | 3.60 | 01/18/2012 | |||||||
Exhibit T3A-41 | Lloyd Helicopters International Pty. Ltd., Certificate of Registration and Constitution, dated October 28, 2008 | S-4 | 333-179072 | 3.56 | 01/18/2012 | |||||||
Exhibit T3A-42 | Lloyd Helicopters Pty. Ltd., Certificate of Registration, dated June 26, 2000 | S-4 | 333-179072 | 3.57 | 01/18/2012 | |||||||
Exhibit T3A-43 | Management Aviation Limited, Certificate of Incorporation, dated October 1, 1984 | S-4 | 333-179072 | 3.65 | 01/18/2012 |
Exhibit T3B-1 | Heli-One (U.S.) Inc., Bylaws, dated November 8, 2006 | S-4 | 333-179072 | 3.44 | 01/18/2012 | |||||||
Exhibit T3B-2 | Heli-One USA Inc., Bylaws, dated December 1, 1989 | S-4 | 333-179072 | 3.46 | 01/18/2012 | |||||||
Exhibit T3B-3 | CHC Global Operations (2008) Inc., Bylaws, dated December 13, 2007 | S-4 | 333-179072 | 3.8 | 01/18/2012 | |||||||
Exhibit T3B-4 | CHC Helicopter Australia Pty Ltd (formerly known as Lloyd Offshore Helicopters Pty. Ltd.), Constitution, dated October 28, 2008 | S-4 | 333-179072 | 3.64 | 01/18/2012 | |||||||
Exhibit T3B-5 | CHC Helicopters (Barbados) Limited, Bylaws, dated July 11, 1995 | S-4 | 333-179072 | 3.5 | 01/18/2012 | |||||||
Exhibit T3B-6 | Lloyd Helicopter Services Pty. Ltd., Constitution, dated October 28, 2008 | S-4 | 333-179072 | 3.62 | 01/18/2012 | |||||||
Exhibit T3B-7 | Lloyd Bass Strait Helicopters Pty. Ltd., Constitution, dated October 28, 2008 | S-4 | 333-179072 | 3.54 | 01/18/2012 |
Exhibit T3B-8 | Lloyd Helicopters Pty. Ltd., Constitution, dated October 28, 2008 | S-4 | 333-179072 | 3.58 | 01/18/2012 | |||||||
Exhibit T3C* | Form of Indenture Governing the New Notes | |||||||||||
Exhibit T3E-1 | Revised Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Reorganization of CHC Group Ltd. and its Affiliated Debtors, dated December 20, 2016 | X | ||||||||||
Exhibit T3E-2 | Second Amended Joint Chapter 11 Plan of Reorganization of CHC Group Ltd. and its Affiliated Debtors, dated December 19, 2016 | X | ||||||||||
Exhibit T3F* | Cross-reference sheet (included in Exhibit T3C) | |||||||||||
Exhibit 25.1* | Form T-1 qualifying the Trustee under the Indenture to be qualified pursuant to this application | |||||||||||
Exhibit 99.1 | Directors, Executive Officers and Capitalization of the Guarantors | X | ||||||||||
Exhibit 99.2 | Principal Ownership of Voting Securities of the Guarantors | X |
* | To be filed by amendment. |
This ‘T-3’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 12/23/16 | |||
12/20/16 | ||||
12/19/16 | ||||
12/15/16 | ||||
12/14/16 | ||||
11/30/16 | ||||
7/28/16 | ||||
10/21/14 | ||||
1/16/14 | 8-K | |||
4/25/13 | ||||
10/2/12 | 8-K | |||
2/28/12 | ||||
11/1/10 | ||||
10/26/10 | ||||
7/15/09 | ||||
11/3/08 | ||||
10/28/08 | ||||
10/16/08 | ||||
9/17/08 | ||||
8/21/08 | ||||
7/17/08 | ||||
12/13/07 | ||||
9/17/07 | ||||
7/17/07 | ||||
5/7/07 | ||||
11/8/06 | ||||
1/19/06 | ||||
9/19/05 | ||||
3/16/04 | ||||
12/24/03 | ||||
4/26/02 | ||||
4/10/02 | ||||
4/2/02 | ||||
6/26/00 | ||||
1/5/98 | ||||
12/12/97 | ||||
7/11/95 | ||||
3/16/95 | ||||
2/24/94 | ||||
3/31/93 | ||||
11/30/92 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/10/17 SEC UPLOAD¶ 10/11/17 1:56K Management Aviation Ltd. |