Clayton, Dubilier & Rice increase share in CHC

Clayton, Dubilier & Rice LLC (CD&R) today completed the second stage of a private-placement investment in CHC Group Ltd., purchasing 384,000 convertible preferred shares for a price of $384 million. The transaction was consistent with terms of an investment agreement that CHC and CD&R entered into on Aug. 21.

As part of the same agreement, CD&R on Oct. 30 purchased 116,000 preferred shares of CHC for $116 million in a first closing.

Also, CHC is providing existing shareholders of record as of Nov. 3 rights to purchase up to a combined $100 million of additional preferred shares. The rights offering subscription period began Nov. 7 and will close Nov. 24. To complete the rights offering to existing shareholders, those shareholders must purchase a minimum combined $50 million of preferred shares. CD&R has agreed to purchase the full $100 million of additional preferred shares if the $50 million threshold in the rights offering to existing shareholders is not reached. As a result, CD&R’s total investment in CHC could be up to $600 million.

CHC estimates that the net proceeds from the private placement, together with the rights offering and after deducting estimated expenses, will be approximately $572.4 million. CHC plans to use proceeds from the investment primarily to reduce debt and other fixed charges. A portion of the proceeds is expected to be used to redeem $105 million of senior unsecured notes and $130 million of senior secured notes, plus associated premiums.

As part of the transaction and concurrent with today’s second closing, CD&R principal Robert C. Volpe has joined the CHC board of directors.

Source and image: CHC