CHC GROUP LTD. (OTCMKTS:HELIQ) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on May 5, 2016, CHC Group Ltd. (the
Company), and certain of its subsidiaries,
affiliates and related parties (together with the Company, the
Debtors) filed voluntary petitions in the United
States Bankruptcy Court for the Northern District of Texas (the
Bankruptcy Court), seeking relief under Chapter
11 of Title 11 of the United States Code (the Bankruptcy
Code). Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the agreements
referenced below.

Amendment to Plan Support Agreement

As previously reported, on October 11, 2016, the Debtors entered
into a plan support agreement (the PSA) with
respect to the terms of a restructuring to be implemented through
a chapter 11 plan of reorganization to be proposed by the Debtors
(the Plan) with (1) The Milestone Aviation Group
Limited (Milestone) and certain of its
affiliates (the Milestone Parties), (2) holders
(the Plan Sponsors) representing or holding
approximately 67.56% of the outstanding principal amount of the
Companys 9.25% Senior Secured Notes due 2020, (3) the Official
Committee of Unsecured Creditors (the UCC) and
(4) holders (the Individual Creditor Parties and
together with the Milestone Parties, the Plan Sponsors and the
UCC, the Consenting Creditor Parties) of the
Companys 9.375% Senior Notes due 2021 (the Unsecured
Notes), that, together with the other Consenting
Creditor Parties represent or hold approximately 73.56% of the
outstanding principal amount of Unsecured Notes.

On November 23, 2016, the Debtors and the Consenting Creditor
Parties entered into the Amendment to Plan Support Agreement (the
PSA Amendment). to the PSA Amendment, the PSA
was amended to adjust the milestone dates to obtain entry of the
PSA Approval Order and Final Cash Collateral Order by the
Bankruptcy Court. A copy of the form of the PSA Amendment is
filed herewith as Exhibit 10.1 and incorporated herein by
reference, and the foregoing description is qualified in its
entirety by reference to the PSA Amendment.

Amendment to Milestone Term Sheet

As previously reported, a term sheet with the Milestone Parties
was annexed as an exhibit to the PSA (the Milestone Term
Sheet), to which, among other things, the Milestone
Parties agreed to restructure the Companys existing aircraft
fleet leasing arrangements and to provide a new $150 million
asset backed debt facility.

On November 23, 2016, in connection with the PSA Amendment, the
Company and Milestone entered into Amendment No. 2 to Term Sheet
(the Milestone Term Sheet Amendment) in order to
adjust the milestone date to obtain entry of the PSA Approval
Date, as defined in the Milestone Term Sheet. A copy of the form
of the Milestone Term Sheet Amendment is filed herewith as
Exhibit 10.2 and incorporated herein by reference, and the
foregoing description is qualified in its entirety by reference
to the Milestone Term Sheet Amendment.

Amendment to Backstop Agreement

As previously reported, the Company entered into a backstop
agreement (the Backstop Agreement) on October
11, 2016, to which certain of the Plan Sponsors and the
Individual Creditor Parties (each an Investor
and collectively, the Investors) have agreed to
backstop (the Backstop Commitment) the rights
offering (the Rights Offering), which
contemplates a new money investment of $300 million to purchase
new second lien convertible notes (the New Second Lien
Convertible Notes) which will be issued by the new
entity formed for purposes of the Plan. to the Backstop
Commitment, each of the Investors, severally and not jointly, has
agreed to fully participate in the Rights Offering and purchase
the New Second Lien Convertible Notes in accordance with the
percentages set forth in the Backstop Agreement (the
Investor Percentages) to the extent unsubscribed
under the Rights Offering.

On November 23, 2016, the Company and the Investors entered into
the Amendment to Backstop Agreement (the Backstop
Amendment) in order to amend the Backstop Agreement to
adjust the milestone dates to obtain entry of the PSA Approval
Order and Final Cash Collateral Order by the Bankruptcy Court. A
copy of the form of the Backstop Amendment is filed herewith as
Exhibit 10.3 and incorporated herein by reference, and the
foregoing description is qualified in its entirety by reference
to the Backstop Amendment.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K, accompanying exhibits, and other statements that
we may make, contain forward-looking statements. Forward-looking
statements are statements that are not historical facts and
include statements about our expectations for the timing and
execution of our restructuring plan, our future financial
condition and future business plans and expectations, the effect
of, and our expectations with respect to, the operation of our
business, adequacy of financial resources and commitments and
operating expectations during the pendency of our court
proceedings. Such forward-looking statements are based upon the
current beliefs and expectations of our management, but are
subject to risks and uncertainties, which could cause actual
results and/or the timing of events to differ materially from
those set forth in the forward-looking statements, including,
among others: we filed for protection under Chapter 11 of the
Bankruptcy Code and are subject to risks and uncertainties; our
ability to implement the Plan and to obtain Bankruptcy Court
approval with respect to motions in the Chapter 11 proceedings
prosecuted from time to; operating under Chapter 11 may restrict
our ability to pursue our business strategies; our employees face
considerable uncertainty due to the Chapter 11 proceedings; we
may suffer from a protracted restructuring; our ability to emerge
from Chapter 11 and operate profitably thereafter will depend on
increasing our revenue, lowering our costs, and obtaining
sufficient financing or other capital to operate successfully; we
have substantial liquidity needs and, due to our current Chapter
11 proceedings, may not be able to obtain any equity or debt
financings in the capital markets for the foreseeable future; we
may be subject to claims that will not be discharged in the
Chapter 11 proceedings; our restructuring efforts through the
Chapter 11 proceedings may be expensive, take resources and
distract management; we are in the process of rejecting and
abandoning a significant portion of our helicopter fleet through
Chapter 11 proceedings, which may result in an inability to
quickly respond to new opportunities and a significant loss of
market share and profit margins; our consolidated financial
statements have been prepared assuming that we will continue as a
going concern, our independent registered public accounting firm
has raised substantial doubts about our ability to continue as a
going concern, and we have not included any adjustments that
might result from the outcome of this uncertainty; we have a
history of net losses; our substantial level of indebtedness,
operating lease commitments, purchase and other commitments could
materially adversely affect our ability to fulfill our
obligations under our debt agreements, our ability to react to
changes in our business and our ability to incur additional debt
to fund future needs; all flights with the aircraft type H225 and
AS332 L2 have been temporarily grounded which may cause a
material and adverse impact to our financial viability; operating
helicopters involves a degree of inherent risk and we are exposed
to the risk of losses from safety incidents; if we are unable to
mitigate potential losses through a robust safety management and
insurance coverage program, our financial condition would be
jeopardized in the event of a safety or other hazardous incident;
failure to maintain standards of acceptable safety performance
could have an adverse impact on our ability to attract and retain
customers and could adversely impact our reputation, operations
and financial performance; our operations are largely dependent
upon the level of activity in the offshore oil and gas industry;
the oil and gas industries on which we are largely dependent are
suffering through a severe downturn, resulting in significant
negative impact on demand for our services, and no assurance can
be given that the downturn will not continue to be prolonged;
many of the markets in which we operate are highly competitive,
and if we are unable to effectively compete, it may result in a
loss of market share or a decrease in revenue or profit margins;
we rely on a limited number of large offshore helicopter support
contracts with a limited number of customers. If any of these are
terminated early or not renewed, our revenues could decline;
negative publicity may adversely impact us; our fixed operating
expenses and long-term contracts with customers could adversely
affect our business under certain circumstances; we depend on a
small number of helicopter manufacturers and any safety issues
can severely limit our ability to continue operating helicopters
already in our fleet; we depend on a limited number of
third-party suppliers for helicopter parts and subcontract
services; restructuring of our operations and organizational
structure may lead to significant costs; our business requires
substantial capital expenditures, lease and working capital
financing, which we are currently blocked from accessing through
the capital markets and banks. Any further deterioration of
current industry or business conditions, the capital and banking
markets or a prolonged period in Chapter 11 proceedings generally
could adversely impact our business, financial condition and
results of operations; we rely on the secondary used helicopter
market to dispose of our older helicopters and parts due to our
ongoing fleet modernization efforts; our operations are subject
to extensive regulations which could increase our costs and
adversely affect us; our maintenance, repair and overhaul (MRO)
business, Heli-One, could suffer if licenses issued by original
equipment manufacturers (OEMs) and/or governmental authorities
are not renewed or we cannot obtain additional licenses; we
derive significant revenue from non-wholly owned variable
interest entities. If we are unable to maintain good relations
with the other owners of such non-wholly owned entities, our
business, financial condition or results of operations could be
adversely affected; our operations may suffer due to political,
regulatory, commercial and economic uncertainty; our business in
countries with a history of corruption and transactions with
foreign governments increases the compliance risks associated
with our international activities; we are subject to extensive
federal, state, local and foreign environmental, health and
safety laws, rules, regulations and ordinances that could have an
adverse impact on our business; we are subject to many different
forms of taxation in various jurisdictions throughout the world,
which could lead to disagreements with tax authorities regarding
the application of tax laws; the offshore helicopter services
industry is cyclical; we are exposed to foreign currency risks;
our failure to hedge exposure to fluctuations in foreign currency
exchange rates effectively could unfavorably affect our financial
performance; we are exposed to credit risks; our customers may
seek to shift risk to us; if oil and gas companies undertake cost
reduction methods, there may be an adverse effect on our
business; reductions in spending on helicopter services by
government agencies could lead to modifications of search and
rescue (SAR) and emergency medical services (EMS) contract terms
or delays in receiving payments, which could adversely impact our
business, financial condition and results of operations; failure
to develop or implement new technologies and disruption to our
systems could affect our results of operations; we rely on
information technology, and if we are unable to protect against
service interruptions, data corruption, cyber-based attacks or
network security breaches, our operations could be disrupted and
our business could be negatively affected; the loss of key
personnel could affect our growth and future success; labor
problems could adversely affect us; if the assets in our defined
benefit pension plans are not sufficient to meet the plans
obligations, we could be required to make substantial cash
contributions and our liquidity could be adversely affected;
adverse results of legal proceedings could materially and
adversely affect our business, financial condition or results of
operations; in the event we are or become treated as a passive
foreign investment company, or PFIC, for U.S. federal income tax
purposes, our U.S. shareholders could be subject to adverse U.S.
federal income tax consequences; we are controlled by a
shareholder group, which might have interests that conflict with
ours or the interests of our other shareholders; due to our
Chapter 11 bankruptcy proceedings, our ordinary shares may have
no value and any investment in our shares is highly speculative;
the market for our ordinary shares historically has experienced
significant price and volume fluctuations; we have not paid
dividends on our ordinary shares historically and may not pay any
cash dividends on our ordinary or preferred shares for the
foreseeable future; to the terms of the preferred shares, which
rank senior to our ordinary shares, we are required to pay
regular cash dividends or issue shares in respect of amounts
accrued as dividends on the preferred shares, and we may be
required under certain circumstances to repurchase the preferred
shares; we are currently unable to pay such obligations while we
are in Chapter 11 proceedings and are likely not to pay any cash
dividends for the foreseeable future; our preferred shares have
rights, preferences and privileges that are not held by, and are
preferential to the rights of, holders of our ordinary shares.
Such preferential rights could adversely affect our liquidity and
financial condition, and may result in the interests of the
holders of our preferred shares differing from those of the
holders of our ordinary shares; we are a holding company and,
accordingly, are dependent upon distributions from our
subsidiaries to generate the funds necessary to meet our
financial obligations and pay dividends; the requirements of
being a public company may strain our resources and distract our
management; provisions of our articles of association and Cayman
Islands corporate law may discourage or prevent an acquisition of
us which could adversely affect the value of our ordinary shares;
our organizational documents contain a variety of anti-takeover
provisions that could delay, deter or prevent a change in
control; shareholder rights under Cayman Islands law may differ
materially from shareholder rights in the United States, which
could adversely affect the ability of us and our shareholders to
protect our and their interests; as a shareholder, you might have
difficulty obtaining or enforcing a judgment against us because
we are incorporated under the laws of the Cayman Islands; our
major investors, Clayton, Dubilier Rice and First Reserve
Management, L.P., may compete with us, and our articles of
association contain a provision that expressly permits our
non-employee directors to compete with us; and other risks and
uncertainties detailed from time to time in our filings with the
Securities and Exchange Commission, including the Companys Annual
Report on Form 10-K for the year ended April 30, 2016. The
Companys filings with the Securities and Exchange Commission are
available at www.sec.gov. You are urged to consider these factors
carefully in evaluating the forward-looking statements herein and
are cautioned not to place undue reliance on such forward-looking
statements, which are qualified in their entirety by this
cautionary statement. The forward-looking statements speak only
as of the date on which they are made and the Company undertakes
no obligation to publicly update such forward-looking statements
to reflect subsequent events or circumstances. No assurances can
be given that our efforts to effectively reorganize under Chapter
11 of the Bankruptcy Code will ultimately be successful or that
we will succeed in strengthening our balance sheet or increase
our financial flexibility. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those
indicated.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

About CHC GROUP LTD. (OTCMKTS:HELIQ)

CHC Group Ltd., formerly FR Horizon Holding (Cayman) Inc., is a commercial operator of helicopters. The Company operates through two segments: Helicopter Services and Heli-One. The Helicopter Services segment consists of flying operations in the North Sea, the Americas, the Asia Pacific region and the Africa-Euro Asia region, primarily serving its offshore oil and gas customers, in addition to providing search and rescue (SAR), and emergency medical services (EMS) to government agencies, and oil and gas customers. The Heli-One segment includes helicopter maintenance, repair and overhaul (MRO) facilities in Norway, Poland, Canada and the United States, providing services for its fleet and for its external customer base in Europe, Asia and North America. Its MRO services include maintenance outsourcing solutions, engineering services and logistics support. The Heli-One operations have facilities in Delta, British Columbia; Stavanger, Norway; Fort Collins, Colorado, and Rzeszow, Poland.

CHC GROUP LTD. (OTCMKTS:HELIQ) Recent Trading Information

CHC GROUP LTD. (OTCMKTS:HELIQ) closed its last trading session down -0.0145 at 0.0954 with 10,990 shares trading hands.