CHC GROUP LTD. (OTCMKTS:HELIQ) Files An 8-K Regulation FD Disclosure

CHC GROUP LTD. (OTCMKTS:HELIQ) Files An 8-K Regulation FD Disclosure

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Item 7.01 Regulation FD Disclosure.

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

On December 20, 2016, the Debtors filed their monthly operating
report for the month ended November 30, 2016 (the November
Monthly Operating Report) with the Bankruptcy Court. The November
Monthly Operating Report is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

This current report (including the exhibits hereto or any
information included therein) shall not be deemed an admission as
to the materiality of any information required to be disclosed
solely by reason of Regulation FD.

Limitation on Incorporation by Reference

The information contained in this Item 7.01 shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Companys filings under
the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof and regardless of
any general incorporation language in such filings, except to the
extent expressly set forth by specific reference in such a

Cautionary Statement Regarding Financial and Operating

The Company cautions investors and potential investors not to
place undue reliance upon the information contained in the
November Monthly Operating Report, which was not prepared for the
purpose of providing the basis for an investment decision
relating to any of the securities of the Company. The Company
cannot predict what the ultimate value of any of its securities
may be and it remains too early to determine whether holders of
any such securities will receive any distribution in the Debtors
reorganization. In particular, in most cases under Chapter 11 of
the Bankruptcy Code, holders of equity securities receive little
or no recovery of value from their investment. The November
Monthly Operating Report is limited in scope, cover a limited
time period and have been prepared solely for the purpose of
complying with the monthly reporting requirements of the
Bankruptcy Court. The November Monthly Operating Report was not
audited or reviewed by independent accountants, are in a format
prescribed by applicable bankruptcy laws and regulations and are
subject to future adjustment and reconciliation. Therefore, the
November Monthly Operating Report does not necessarily contain
all information required in filings to the Exchange Act, or may
present such information differently from such requirements.
There can be no assurance that, from the perspective of an
investor or potential investor in the Debtors securities, the
November Monthly Operating Report is complete. The November
Monthly Operating Report also contains information for periods
which are shorter or otherwise different from those required in
the Companys reports to the Exchange Act, and such information
might not be indicative of the Companys financial condition or
operating results for the period that would be reflected in the
Companys financial statements or in its reports to the Exchange
Act. Results set forth in the November Monthly Operating Report
should not be viewed as indicative of future results.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K, accompanying exhibit(s), 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
United States Bankruptcy Code and are subject to risks and
uncertainties; 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 market 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
the 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 MRO business, Heli-One, could suffer if
licenses issued by 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 SAR and 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 shares 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; and 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, as amended, for the year ended April 30,
2016. The Companys filings with the Securities and Exchange
Commission are available at 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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 November 2016 Monthly Operating Report


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 up +0.005 at 0.150 with 10,990 shares trading hands.

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