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CHC Announces Expiration and Final Results of Previously Announced Exchange Offer

NEW YORK, Nov. 8, 2021 /PRNewswire/ --ACHC Group LLC (the "Company" or "CHC")Aannounced today the expiration and final results of its previously announced exchange offer (the "Exchange Offer"), such Exchange Offer made pursuant to the Company's confidential exchange offering memorandum, as amended and supplemented from time to time by the Company (the "ExchangeOffering Memorandum"),Aand datedASeptember 2, 2021.AIn the Exchange Offer theACompanyAhadAofferedAtoAexchangeAanyAandAallAof theA5%ASeniorANotesAdueA2024A(theA"Notes")Ait had co-issued with CHC Finance Ltd, of which $43,772,841 in aggregate principal amount were outstanding prior to the Exchange Offer, and which were issued pursuant to that certain indenture, dated March 24, 2017 (as amended, supplemented, or modified), by and among the Company, CHC Finance Ltd., the guarantor parties thereto and The Bank of New York Mellon, as trustee (the "Indenture"), for consideration consisting of: (i) $650.00 in principal amount of First Lien Non-Revolving Loans (as defined in the Exchange Offering Memorandum) for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn, (ii) $200.00 in principal amount of New Secured Term Loans (as defined in the Exchange Offering Memorandum) for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn and (iii) each holder's pro rata share of the Exchange Warrants (as defined in the Exchange Offering Memorandum, such Exchange Warrants, together with the First Lien Non-Revolving Loans and the New Secured Term Loans, the "Exchange Consideration"), on the terms set forth in the Exchange Offering Memorandum.AsAofA11:59Ap.m.,ANewAYorkACityAtime,AonANovember 5,A2021A(theA"AExpirationATime"),Abased on information provided by Kurtzman Carson Consultants LLC, the exchange agent for the Exchange Offer, $42,078,080 aggregateAprincipalAamount ofAtheANotesA(representing AapproximatelyA96.13%AofAtheAaggregateAoutstandingAprincipalAamountAofAtheANotes)AhadAbeenAvalidlyAtenderedAintoAthe ExchangeAOfferAandAnotAwithdrawn, and will be accepted by the Company for exchange on the Settlement Date (as defined below).AThe Company has determined that all conditions precedent to the consummation of the Exchange Offer have been satisfied, and acceptance and settlement is expected to occur on Tuesday, November 9, 2021 (the "Settlement Date"), assuming that all conditions precedent continue to be satisfied as of that time. Assuming all conditions precedent continue to be satisfied, on the Settlement Date, the Company expects to issue, in the aggregate: (i) $27,350,752.10 in principal amount of First Lien Non-Revolving Loans, (ii) $8,415,615.80 in principal amount of New Secured Term Loans, (iii) 19,409,200 Exchange Warrants and accrued and unpaid interest on the Notes, if any, in cash, to Eligible Holders (as defined in the Exchange Offering Memorandum) who participated in the Exchange Offer and whose Notes were validly tendered and accepted by the Company for exchange in the Exchange Offer.This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer is being made in reliance on an exemption from registration under the Securities Act of 1933 (the "Securities Act"), has not been registered with the Securities and Exchange Commission and relies on exemptions under state securities laws.About CHC Group LLC
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