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PHI, Inc. Announces Cash Tender Offer and Consent Solicitation

PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK
(non-voting)) (“PHI”) announced today that it plans to commence a cash
tender offer (the “Tender Offer”), subject to the terms and conditions
to be described in PHI’s Offer to Purchase and Consent Solicitation
Statement to be dated June 18, 2018 (the “Offer to Purchase”), to
purchase any and all of the $500 million aggregate principal amount of
its outstanding 5.25% Senior Notes due 2019 (the “2019 Notes”). The
Tender Offer will expire at 12:01 a.m., New York City time, on July 17,
2018 (such date and time, as may be extended or earlier terminated, the
“Expiration Time”). PHI intends to purchase the 2019 Notes in the Tender
Offer using the net proceeds from PHI’s concurrently-announced private
placement of up to $500 million aggregate principal amount of five-year
senior secured notes (the “Debt Offering”), which is subject to market
and other conditions, together with borrowings under an anticipated new
term loan and cash on hand. The Tender Offer, when coupled with the
proposed redemption transaction discussed below, and entry into the
anticipated new term loan are intended to enable PHI to extend the
maturity of its outstanding indebtedness.

PHI is also soliciting consents for proposed amendments to the indenture
under which the 2019 Notes were issued (the “Solicitation”) that would
eliminate most of the restrictive covenants and certain events of
default contained in the indenture. The proposed amendments to the
indenture will be set forth in a supplemental indenture and are
described in more detail in the Offer to Purchase. The supplemental
indenture will not be executed unless and until PHI has received
consents from holders of a majority of outstanding principal amount of
the 2019 Notes (as determined in the manner described in the Offer to
Purchase), and the amendments will not become operative unless and until
PHI has purchased these 2019 Notes pursuant to the Offer to Purchase.
Holders who tender their 2019 Notes will be deemed to have delivered
their consents to the proposed amendments, and holders who deliver their
consents will be required to tender their 2019 Notes.

Holders of 2019 Notes that are validly tendered and not validly
withdrawn prior to the early tender time of 5:00 p.m., New York City
time, on June 29, 2018 (such date and time, as may be extended, the
“Early Tender Time”) and accepted for purchase will be entitled to
receive in cash total consideration of $1,001.25 per $1,000 principal
amount of 2019 Notes validly tendered and accepted for purchase, which
includes an early tender payment of $30 per $1,000 principal amount of
2019 Notes, plus any accrued and unpaid interest relating to such
purchased 2019 Notes up to, but not including, the initial settlement
date, which is currently expected to be July 6, 2018.

Holders of 2019 Notes that are validly tendered after the Early Tender
Time, but prior to the Expiration Time, and accepted for purchase will
be entitled to receive in cash the tender offer consideration of $971.25
per $1,000 principal amount of 2019 Notes validly tendered and accepted
for payment, plus any accrued and unpaid interest relating to such
purchased 2019 Notes up to, but not including, the final settlement
date, which is currently expected to be July 18, 2018. Holders of 2019
Notes validly tendered after the Early Tender Time and accepted for
purchase will not receive an early tender payment. 2019 Notes tendered
after the Early Tender Time may not be withdrawn, except in limited
circumstances where additional withdrawal rights may be required by law.

PHI will not be obligated to accept for purchase any 2019 Notes pursuant
to the Tender Offer unless certain conditions are satisfied, including
(i) PHI’s completion of the Debt Offering and entry into a new term
loan, or one or more other debt financing transactions, in an amount
sufficient, in PHI’s sole discretion, to fund the full amount necessary
to purchase all 2019 Notes validly tendered, not validly withdrawn, and
accepted, including any early tender payments, accrued interest and
related fees and expenses, and (ii) the execution of the supplemental
indenture. The Tender Offer and Solicitation are not contingent upon the
tender of any minimum principal amount of 2019 Notes. Subject to
applicable law, PHI may amend, extend, withdraw or terminate the Tender
Offer and Solicitation in its sole discretion.

Assuming the above-described financing transactions are arranged, PHI
intends to redeem any 2019 Notes not purchased pursuant to the Tender
Offer in accordance with the indenture governing the 2019 Notes, which
currently provides for a redemption price of 100% of the principal
amount of the 2019 Notes, plus accrued and unpaid interest to, but not
including, the redemption date.

In connection with the Tender Offer and Solicitation, PHI has retained
UBS Securities LLC to act as the dealer manager and solicitation agent
and D.F. King & Co., Inc. to act as the information and tender agent.
The complete terms and conditions of the Tender Offer and Solicitation
are set forth in the Offer to Purchase. Holders are urged to read the
Offer to Purchase carefully. Copies of these documents may be obtained
from D.F. King & Co., Inc., at (877) 297-1738 (US toll-free) or from UBS
Securities LLC at (888) 719-4210 (US toll-free) and (203) 719-4210
(collect).

This press release is for informational purposes only and shall not
constitute, or be deemed to constitute, a notice of redemption of the
2019 Notes or an obligation to issue a notice of redemption under the
indenture governing the 2019 Notes. This press release is neither an
offer to sell, nor a solicitation of an offer to buy, any of PHI’s
securities nor is it a solicitation for acceptance of the Tender Offer.

ABOUT PHI, INC.

PHI, Inc. is one of the world’s leading helicopter services companies,
operating over 240 aircraft in over 70 locations around the world. Known
industry wide for the relentless pursuit of safe, reliable helicopter
transportation, PHI offers services to the offshore Oil and Gas, Air
Medical applications, and Technical Services applications around the
world. The staff of pilots and maintenance technicians gives the company
a great depth in all areas of operation and is composed of highly
skilled, dedicated, hardworking and loyal employees. In addition to
operations in the United States, the company has operated in 43 foreign
countries and continues to operate for customers across the globe. PHI’s
Headquarters are in Lafayette, Louisiana USA and PHI employs
approximately 2,400 personnel globally.

FORWARD-LOOKING STATEMENTS

All statements other than statements of historical fact contained in
this press release are “forward-looking” statements, as defined by (and
subject to the “safe harbor” protections under) the federal securities
laws. When used herein, the words “anticipates,” “expects,” “believes,”
“seeks,” “hopes,” “intends,” “plans,” “projects,” “will” and similar
words and expressions are intended to identify forward-looking
statements. Forward-looking statements are based on a number of
judgments and assumptions as of the date such statement are made about
future events, many of which are beyond our control. These
forward-looking statements, and the assumptions on which they are based,
(i) are not guarantees of future events, (ii) are inherently speculative
and (iii) are subject to significant risks, uncertainties. Actual events
and results may differ materially from those anticipated, estimated,
projected or implied by us in those statements if one or more of these
risks or uncertainties materialize, or if our underlying assumptions
prove incorrect. All of our forward-looking statements are qualified in
their entirety by reference to our discussion of certain important
factors that could cause our actual results to differ materially from
those anticipated, estimated, projected or implied by us in those
forward looking statements.

Factors that could cause our results to differ materially from the
expectations expressed in such forward-looking statements include, but
are not limited to, the possibility that PHI’s existing noteholders will
not be receptive to the Tender Offer and Solicitation; PHI’s ability to
consummate the Debt Offering and the other proposed debt refinancing
transactions described elsewhere herein on terms that will permit PHI to
reduce its short-term debt and otherwise meet its objectives; corporate
developments that could preclude, impair or delay the above-described
transactions due to restrictions under the federal securities laws;
changes in the credit ratings of PHI; changes in PHI’s cash
requirements, financial position, financing plans or investment plans;
changes in general market, economic, tax, regulatory or industry
conditions that impact the ability or willingness of PHI to consummate
the above-described transactions on the terms described above or at all;
and other risks referenced from time to time in PHI’s filings with the
U.S. Securities and Exchange Commission. There can be no assurances that
the above-described transactions will be consummated on the terms
described above or at all.

Additional factors or risks that we currently deem immaterial, that
are not presently known to us, that arise in the future or that are not
specific to us could also cause our actual results to differ materially
from our expected results. Given these uncertainties, investors are
cautioned not to unduly rely upon our forward-looking statements, which
speak only as of the date made. PHI undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new
information, future events or developments, changed circumstances, or
otherwise. Further, we may make changes to our plans at any time and
without notice, based on any changes in the above-listed factors, our
assumptions or otherwise.

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