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 Code”).
On August 11, 2016, the Company informed
certain customers regarding the status of the Company’s restructuring process and provided information relating to its
three-year business plan. Specifically, it noted that it had outlined a cost structure through comprehensive restructuring
of operating costs, leases and financial debt to allow the Company to be cash flow positive in fiscal year 2019 before the
positive effect of any financing or investment activities.
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 Company’s 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 filing. The information contained in this Item 7.01 has not been reviewed or
approved by the Bankruptcy Court, and shall not be deemed to be a solicitation of any acceptance or rejection of any plan of reorganization.
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;
our operations and fleet are reliant on Airbus helicopters; 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; pursuant
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 (“CD&R”) 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 Company’s Annual Report on Form 10-K, as amended, for the year ended April 30, 2016. The Company’s 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.