PHI, Inc. Announces Offering of Senior Secured Notes Due 2023

PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK
(non-voting)) (“PHI”) announced today that it is proposing, subject to
market and other conditions, to privately place (the “Debt Offering”) up
to $500 million aggregate principal amount of senior secured notes due
2023 (the “2023 Notes”). Each of PHI’s existing and future domestic
restricted subsidiaries are expected to guarantee the 2023 Notes. The
actual amount of the 2023 Notes, if any, sold by PHI in connection with
the Debt Offering will depend on market conditions. The 2023 Notes, if
issued, would be secured by first priority liens, subject to certain
customary exceptions, on (i) mortgages on its and its guarantor
subsidiaries’ oil and gas aircraft registered in the United States,
Canada and Australia, and (ii) a pledge of all of the equity interests
in its wholly-owned air medical subsidiary and (iii) a pledge of 66% of
the equity interests in its wholly-owned foreign affiliate that conducts
its Asia-Pacific operations, as well as the proceeds and products from
any and all of the foregoing.

The 2023 Notes will be offered to qualified institutional buyers
pursuant to Rule 144A and to certain persons outside the United States
pursuant to Regulation S, each under the Securities Act of 1933, as
amended (the “Securities Act”).

PHI has not yet entered into a definitive agreement with respect to the
Debt Offering, and no assurance can be given that the Debt Offering will
be completed. PHI intends to use the net proceeds from the Debt
Offering, together with borrowings under a new term loan that it expects
to arrange and cash on hand, to:

The 2023 Notes and the guarantees have not been, and are not expected to
be, registered under the Securities Act or any state securities laws,
and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. This press release
does not constitute (i) an offer to sell or the solicitation of an offer
to buy the 2023 Notes, the related guarantees or any other securities,
(ii) an offer to purchase or a solicitation of an offer to sell the 2019
Notes or any other securities, or (iii) a notice of redemption of the
2019 Notes or an obligation to issue a notice of redemption under the
indenture governing the 2019 Notes.

Any issuance of the 2023 Notes will be subject to obtaining credit under
newly-arranged term and revolving credit facilities and certain
customary closing conditions. The Debt Offering is not conditioned upon
the consummation of the Tender Transactions.

This press release is issued in accordance with Rule 135c under the
Securities Act.


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.


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, PHI’s ability to consummate the Debt Offering and
its other proposed debt refinancing transactions on terms that will
permit PHI to reduce its short-term debt and otherwise meet its
objectives; the possibility that PHI’s existing noteholders will not be
receptive to the Tender Transactions; 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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