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 ”).

Plan Support Agreement

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 Company’s 9.25% Senior Secured Notes due 2020 (the “ Secured Notes ”), (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 Company’s 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. Capitalized terms not otherwise defined herein shall have the meaning as defined in the PSA.

Under the PSA, each of the Consenting Creditor Parties (except for the UCC) has agreed to, among other things, and subject to certain conditions: (i) vote any claim it holds against the Debtors to accept the Plan and not (a) change or withdraw (or cause to be changed or withdrawn) its vote to accept the Plan, (b) object to, delay, impede, or take any other action to interfere with acceptance or implementation of the Plan, or (c) directly or indirectly seek, solicit, negotiate, encourage, propose, file, support, participate in the formulation of, or vote for, any restructuring, sale of assets, merger, workout or plan of reorganization for any of the Debtors other than the Plan; and (ii) condition any transfer of its claims against the Debtors to the transferee thereof being an existing consenting creditor or becoming party to the PSA.

Under the PSA, the UCC has agreed to support the confirmation and consummation of the Plan and submit a letter recommending that unsecured creditors vote in favor of the Plan. The Debtors have agreed, among other things, and subject to certain conditions, to: (i) use commercially reasonable efforts to expeditiously prepare the requisite Restructuring Documents, (ii) timely provide certain Consenting Creditor Parties with the opportunity to comment and review the Restructuring Documents consistent with the approval rights granted to such parties under the terms of the PSA, (iii) support and take such actions as are necessary or appropriate or reasonably requested by the Consenting Creditor Parties to further the consummation of the Restructuring and confirmation of the Plan, including commercially reasonable efforts to obtain any and all required regulatory and/or third party approvals necessary, if any, for the Restructuring, (iv) operate the businesses of the Debtors in the ordinary course and consistent with past practice and the business plan of the Debtors; (v) not modify the Plan or any of the Restructuring Documents or take any action or file any motion, notice, pleading or other Restructuring Document with the Bankruptcy Court that is inconsistent with the PSA, the Plan or any other Restructuring Document, (vi) not directly or indirectly seek, solicit, negotiate, encourage, propose, file, support, consent to, pursue, initiate, assist, participate in the formulation of, or enter into any agreements relating to any restructuring, sale of assets, merger, workout or plan of reorganization for any of the Debtors other than the Plan and (vii) not take certain other actions during the pendency of the Chapter 11 proceedings, including actions that would challenge the validity, enforceability or priority of the claims related to the Secured Notes or otherwise affect the rights or claims of the Consenting Creditor Parties.

The PSA is terminable by the Requisite Plan Sponsors, the UCC, Milestone and/or the Debtors under certain conditions. The termination provisions include the termination of the Backstop Agreement (as defined below) or the termination of the consensual use of cash collateral under the Final Cash Collateral Order, as well as several milestone dates, including with respect to (i) the failure to obtain an order from the Bankruptcy Court approving the PSA, (ii) the failure to file the Plan and the CHC Disclosure Statement with the Bankruptcy Court, (iii) the failure to commence the Solicitation and Rights Offering, and (iv) the failure to obtain the entry of a Final confirming the Plan. The Individual Creditor Parties may terminate the PSA as to themselves under certain conditions.

The description of the PSA, including the Plan Term Sheet (as defined below) is qualified in its entirety by reference to the PSA, including its exhibits (as further described below), a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Plan Term Sheet

A term sheet setting forth the key terms of the Plan is annexed as an exhibit to, and incorporated by reference in, the PSA (the “ Plan Term Sheet ”). The terms set forth in the Plan Term Sheet represent an integrated global settlement of any and all potential issues among the parties to the PSA, including, without limitation:

Pursuant to the Plan Term Sheet, eligible holders of the Secured Notes and the Unsecured Notes will have the opportunity to participate in the $300 million Rights Offering (as defined and described in more detail below), with $280 million allocated to the holders of Secured Notes and $20 million allocated to holders of Unsecured Notes. In addition to participation in the Rights Offering, (i) all holders of Secured Notes will receive their pro rata share of 79.5% of the New Membership Interests (as defined in the Plan Term Sheet) (prior to dilution on account of the New Second Lien Convertible Notes and the management incentive plan of the Reorganized Company (“ MIP ”)), which equates to 11.6% of the New Membership Interests (fully diluted on account of the New Second Lien Convertible Notes, but excluding the MIP); (ii) all holders of Unsecured Notes will receive their pro rata share of 8.9% of the New Membership Interests (prior to dilution on account of the New Second Lien Convertible Notes and the MIP), which equates to 1.3% of the New Membership Interests (fully diluted on account of the New Second Lien Convertible Notes, but excluding the MIP). All other holders of General Unsecured Claims will receive their pro rata share of (a) 11.6% of the New Membership Interests (prior to dilution on account of the New Second Lien Convertible Notes and the MIP), which equates to 1.7% of the New Membership Interests (fully diluted on account of the New Second Lien Convertible Notes, but excluding the MIP) and (b) $37.5 million in New Unsecured Notes (as defined below). The Plan may also provide for distributions up to an aggregate amount of $750,000 in cash to holders of certain General Unsecured Claims, with any such distributions reducing the principal amount of the New Unsecured Notes on a dollar for dollar basis and further provides for an allocation from distributions on the Secured Notes and/or Unsecured Notes of a specified amount of New Membership Interests for any Non-Eligible Offerees of the Secured Notes and/or Unsecured Notes who timely execute a Non-Eligible Offeree acknowledgement and vote in favor of the Plan . Under the PSA, the Secured Notes have agreed to waive any recoveries on account of their unsecured deficiency claim as part of the overall settlement contained therein.

Holders of allowed Revolving Credit Agreement Claims (as defined in the Plan Term Sheet) shall receive, in full and final satisfaction of their claims, a new term note in the amount of their claim, in accordance with the Bankruptcy Code, or such other treatment that is reasonably acceptable to the Debtors, the UCC, and the Requisite Plan Sponsors. The Company and the Consenting Creditor Parties are currently negotiating with holders of allowed Revolving Credit Agreement Claims as to their treatment.

The Plan Term Sheet does not provide for any distribution to holders of the Company’s existing equity securities, including its ordinary shares and preferred shares. Following the Effective Date, the Company will apply to the Registrar of Companies in the Cayman Islands for a voluntary striking off of the Company. Upon a striking off of the Company, the Company will be dissolved (subject to certain reinstatement rights of the holders of the existing equity) and the existing equity holders will receive no distribution.

Rights Offering – New Second Lien Convertible Notes

The Company has agreed to solicit participation in a 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 Reorganized Company pursuant to the Rights Offering made available to eligible holders of Secured Notes and Unsecured Notes.

The $300 million of new capital will be invested at a 10% original issue discount and will include a $100 million equitization premium on account of the equitization of the Secured Notes secured claims, resulting in the issuance of $433.3 million in aggregate principle amount of New Second Lien Convertible Notes, which after giving effect to the Put Option Premium (as defined below), will be issued in an aggregate principal amount of $464.1 million. Eligible holders of Secured Notes and eligible holders of Unsecured Notes will have the opportunity to participate in the Rights Offering, with $280 million allocated to holders of Secured Notes and $20 million allocated to holders of Unsecured Notes. On an as-converted basis, the New Second Lien Convertible Notes (as defined below) will represent 85.4% of the New Membership Interests of the Reorganized Company on a fully diluted basis (but subject to dilution for the MIP).

Other key terms of the New Second Lien Convertible Notes include:

The New Second Lien Convertible Notes and the New Membership Interests issuable upon the conversion thereof are being offered in the Rights Offering pursuant to an exemption from registration under the Securities Act of 1933, as amended, and other applicable federal and state securities laws pursuant to Regulation D under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to purchase the rights offered in the Rights Offering or any other securities.

Backstop Agreement

The Company has also entered into a backstop agreement (the “ Backstop Agreement ”) pursuant to which certain of the Plan Sponsors and the Individual Creditor Parties (each an “ Investor ” and collectively, the “ Investors ”) have agreed to backstop the Rights Offering (the “ Backstop Commitment ”). Pursuant 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. To compensate the Investors for the risk of their undertakings in the Backstop Agreement and as consideration for the Backstop Commitment, the Debtors have agreed to pay to the Investors, subject to approval by the Bankruptcy Court, in the aggregate, a nonrefundable aggregate premium payable on the Effective Date in additional New Second Lien Convertible Notes in a principal amount of $30.8 million (the “ Put Option Premium ”); provided, however, if the Backstop Agreement is terminated due to a Put Option Premium Triggering Event (as defined in the Backstop Agreement), the Backstop Agreement immediately terminates and the Put Option Premium becomes fully due and payable in cash in two equal installments of $10.665 million (representing a total aggregate amount of $21.33 million), the first cash payment due immediately upon termination of the Backstop Agreement and the second cash payment payable upon the consummation of any plan of reorganization, sale, or other restructuring transaction. If the Backstop Agreement terminated solely as a result of a breach of either the Backstop Agreement or the PSA by an Investor, such breaching Investor shall not be entitled to its share of the Put Option Premium.

If one or more Investors default in its Backstop Commitment obligations (a “ Defaulting Investor ”) (after having not cured such default within two business days after the receipt of a notice from the Company of such default) (such portion of the unsubscribed notes which is not subscribed for and purchased by the Defaulting Investor(s), the “ Unfulfilled Backstop Commitments ”) each of the other Investors, severally and not jointly, has agreed to subscribe for and purchase, at an aggregate purchase price of up to $20 million therefor, its Investor Percentage (as adjusted upwards to eliminate the Investor Percentage of the Defaulting Investor(s)) of the Unfulfilled Backstop Commitments, up to an aggregate principal amount of $28,888,889 for all non-defaulting Investors. So long as the Investors have provided Backstop Commitments of at least $250 million as the aggregate purchase price for the New Second Lien Convertible Notes (for an aggregate principal amount of $361.1 million of New Second Lien Convertible Notes to be issued), taking into account the fulfillment of the obligation to satisfy Unfulfilled Backstop Commitments and any other replacement due to any Investor default, the Company may elect to consummate the transactions contemplated by the Backstop Agreement and the Plan.

The Backstop Agreement is terminable by the Company and/or the Requisite Investors (as defined in the Backstop Agreement) under several conditions. The termination provisions include, among others, the termination of the PSA and the termination by the Requisite Investors due to the failure by the Company to meet several milestone dates consistent with those under the PSA described above. The Company may additionally terminate the Backstop Agreement for a breach (other than an immaterial breach) by the Investors; provided, however that the Company may not terminate the Backstop Agreement for a breach by the Investors to the extent that Investors have agreed to provide Backstop Commitments in an aggregate amount of $300 million within the applicable cure periods.

Substantially all of the Debtors’ obligations under the PSA and the Backstop Agreement are subject to the prior approval of the Bankruptcy Court, and the Debtors will seek entry by the Bankruptcy Court of the PSA Approval Order.

The description of the Backstop Agreement is qualified in its entirety by reference to the Backstop Agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

New Unsecured Notes

Under the Plan Term Sheet, in addition to the New Second Lien Convertible Notes, the Reorganized Company has agreed to issue $37.5 million in new unsecured notes (the “ New Unsecured Notes ”) which will have a seven year maturity and an interest rate of 5.0%, payable in kind until the conversion of the New Second Lien Convertible Notes and thereafter payable in cash. The New Unsecured Notes will rank pari passu with the New Second Lien Convertible Notes and will be deemed senior indebtedness of the Reorganized Company, but will not have the benefit of any security or be convertible into New Membership Interests.

Milestone Term Sheet

Also annexed as an exhibit to the PSA is a term sheet with the Milestone Parties (the “ Milestone Term Sheet ”), pursuant to which, among other things, the Milestone Parties have agreed to restructure the Company’s existing aircraft fleet leasing arrangements and to provide a new $150 million asset backed debt facility. The key terms of the Milestone Term Sheet include the restricting of lease rental for the helicopters that will remain in the Debtors’ fleet, the consensual return of certain helicopters, extension options for certain of the retained helicopters, leases for additional helicopters and the payment of certain fees and expenses.