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Published on 5/27/2008 in the Prospect News High Yield Daily.

CHC Helicopter launches tender offer, consent bid for 7 3/8% notes due 2014

By Susanna Moon

Chicago, May 27 - CHC Helicopter Corp. said it began a cash tender offer for all of its outstanding 7 3/8% senior subordinated notes due 2014.

CHC also is soliciting consents to amend the notes to remove all restrictive covenants.

The offer will expire at midnight ET on June 23. The consent deadline is 5 p.m. ET on June 9.

The offer and consent solicitation are being made in connection with the acquisition of all of CHC's outstanding class A subordinate voting shares and class B multiple voting shares by 6922767 Canada Inc., an affiliate of a fund managed by First Reserve Corp.

The cost of the acquisition was previously reported as $3.7 billion.

Completion of the tender offer and receipt of the required consents are not conditions to completion of the acquisition or to the financing.

Holders may not tender notes without delivering consents or vice versa.

The total payout for each $1,000 principal amount of notes is $1,015, which includes a consent fee of $5.00 per $1,000 principal amount.

Morgan Stanley & Co. Inc. (800 624-1808 or collect at 212 761-1941) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (888 869-7406 or collect at 212 269-5550 for banks and brokers) is the information agent.

CHC Helicopter is a St. Johns, Newfoundland, provider of helicopter transportation services to the oil and gas industry.


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