CHC Helicopter Corporation Commencing Cash Tender Offer and Consent Solicitation
April 07 2004 - 2:21PM
PR Newswire (US)
CHC Helicopter Corporation Commencing Cash Tender Offer and Consent
Solicitation ST. JOHN'S, NL, April 7 /PRNewswire-FirstCall/ -- CHC
Helicopter Corporation (TSX: FLY.A and FLY.B; NYSE: FLI) announced
today that it is commencinga cash tender offer (the "Offer") to
purchase any and all of its outstanding (euro) 94.25 million
principal amount of 11 3/4% Senior Subordinated Notes due 2007,
ISIN Nos. XS0117999499 and XS0113667165 (the "Notes"). In
conjunction with the Offer, the Company is soliciting the consent
of the holders (each, a "Holder" and, collectively, the "Holders")
of the aggregate principal amount of the Notes to certain proposed
amendments to the indenture governing the Notes and the consent of
the Holders to therelease of the collateral securing the Notes (the
"Solicitation"). The Offer and Solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement dated
April 7, 2004 (the "Offer to Purchase"), which more fully sets
forththe terms and conditions of the Offer and Solicitation.
Holders who validly tender their notes on or prior to the Early
Tender Date will receive the total consideration of (euro) 1,078.50
per (euro) 1,000 principal amount of Notes (if such notes are
accepted for purchase). Holders who validly tender their Notes
after the Early Tender Date and on or prior to the Expiration Date
will receive as payment for the Notes (euro) 1,048.50 per (euro)
1,000 principal amount of Notes (if such notes are acceptedfor
purchase). In either case, Holders who validly tender their Notes
also will be paid accrued and unpaid interest up to, but not
including, the relevant payment date (if such notes are accepted
for purchase). Notes tendered after the Early Tender Date but on or
before the Expiration Date may be withdrawn on or before the
Expiration Date, but not after the Expiration Date. The Offer is
scheduled to expire at 12:01 a.m., New York City time, on May 5,
2004, unless extended or earlier terminated (the "Expiration
Date"). The Solicitation is scheduled to expire at 5:00 p.m., New
York City time, on April 21, 2004 (the "Early Tender Date").
Holders tendering their Notes will be required to consent to
certain proposed changes to the indenture governing the Notes,
which will eliminate substantially all of the restrictive
covenants, and to the release of the collateral securing the Notes.
The Offer is subject to various conditions, including (i) the
receipt of consents of the Holders of at least a majority of the
aggregate principal amount of the Notes then outstanding necessary
to approve the amendments to the indenture governing the Notes,
(ii) the approval of the Company's senior lenders and (iii) the
completion by the Company to its satisfaction of a new subordinated
debt financing. The Company intends to pay the consideration under
this Offer and Solicitation with the proceeds of such subordinated
debt financing. Any Holder of Notes desiring to tender Notes may
transmit acceptance to EuroclearBank or Clearstream, Luxembourg. No
letter or transmittal or consent need be executed in relation to
the Offer. Information regarding the pricing, tender and delivery
procedures and conditions of the Offer and Solicitation is
contained in the Offer toPurchase and related documents. The
Company has engaged Merrill Lynch & Co. to act as Dealer
Manager and Solicitation Agent in connection with the Offer and
Solicitation. Any questions or requests for assistance or for
copies of these documents can be obtained by contacting Merrill
Lynch & Co. at (888) ML4-TNDR (toll-free) or (212) 449-4914
(collect). Requests for documentation may be directed to D.F. King
& Co., Inc., the Information Agent for the Offer, at 1(888)
644-6071 or 0 800 389 7892 (toll-free) and 1(212) 269-5550 or +(44)
20 7920 9700. In Luxembourg, copies of the Offer to Purchase may be
obtained, free of charge, at 43 Boulevard Royal, L-2955 Luxembourg,
Attention: Corporate Trust and Agency or (352) 47 97 3935. This
announcement is notan offer to purchase, a solicitation of an offer
to purchase, or a solicitation of consents with respect to the
Notes. The Offer and consent solicitation are made solely by means
of the Offer to Purchase. DATASOURCE: CHC Helicopter Corporation
CONTACT: Jo Mark Zurel, Senior Vice President, Chief Financial
Officer, CHC Helicopter Corporation, (709) 570-0567; Chris
Flanagan, Director of Communications, CHC Helicopter Corporation,
(709) 570-0749
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