SEC Form 4 · accession 0001209191-15-071153

CHC Group Ltd. · HELIQ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Convertible Preferred Shares are convertible into ordinary shares, at the holder's option, any time at a conversion price initially set at $7.50 per ordinary share (which conversion price generally increases by 0.25% every quarter until the eighth anniversary of November 12, 2014, which was the second closing (the "second closing") contemplated by the Investment Agreement, dated August 21, 2014, among certain affiliates of CD&R CHC Holdings, L.P. ("CD&R Holdings") and the Issuer, and which conversion price may also be adjusted from time to time for certain specified anti-dilution events). However, the aggregate voting ordinary shares issuable upon conversion of Convertible Preferred Shares held by CD&R Holdings and its affiliates may not exceed 49.9% of the total voting ordinary shares outstanding immediately after such conversion (the "49.9% cap"), and a non-voting ordinary share would be issued for any voting ordinary share not issued due to this 49.9% cap.
• F2The Issuer may, at its option, convert the Convertible Preferred Shares (x) following the eighth anniversary of the second closing based on a conversion price equal to the lesser of the then-effective conversion price and the average of the daily volume-weighted average sale price of an ordinary share ("VWAP") for the 10 preceding trading days or (y) following the fifteenth anniversary of the second closing based on a conversion price equal to the lesser of (A) the then-effective conversion price and (B) the greater of the average VWAP for the 10 preceding trading days and 50% of the then-effective conversion price.
• F3Reflects the issuance to CD&R Holdings, as the holder of Convertible Preferred Shares, of 13,390.8303 Convertible Preferred Shares in respect of the quarterly preferred dividend accrued between June 16, 2015 and September 15, 2015. As a holder of Convertible Preferred Shares, CD&R Holdings is entitled to cumulative dividends accruing daily on a quarterly compounding basis at a rate of 8.50% per annum (which, upon a default, will increase to 11.5% per annum). Preferred dividends accruing up to the second anniversary of the second closing will be paid by the issuance of Convertible Preferred Shares.
• F4Convertible Preferred Shares will be mandatorily converted into a number of ordinary shares equal to the quotient of the then effective liquidation value divided by the then effective conversion price when, among other things, (x) following the second anniversary of the second closing, the VWAP equals or exceeds 175% of the conversion price for 30 consecutive trading days, (y) following the eighth anniversary of the second closing, the average VWAP for the 10 preceding trading days equals or exceeds the conversion price, or (z) the liquidation value of all issued and outstanding Convertible Preferred shares is less than $50 million. In addition, upon a change of control, a holder of Convertible Preferred Shares may require the Issuer to redeem all or a portion of the holder's Convertible Preferred Shares at a price equal to the liquidation value then in effect.
• F5Because of the 49.9% Cap, if all Convertible Preferred Shares held by CD&R Holdings were converted as of the date hereof, all of these 13,390.8303 Convertible Preferred Shares would be converted to non-voting ordinary shares.
• F6CD&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.