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 September 20, 2016, the Debtors filed
their monthly operating report for the month ended August 31, 2016 (the “August Monthly Operating Report”) with the
Bankruptcy Court. The August 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 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.
Cautionary Statement Regarding Financial
and Operating Data
The Company cautions investors and potential
investors not to place undue reliance upon the information contained in the August 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 August
Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying
with the monthly reporting requirements of the Bankruptcy Court. The August Monthly Operating Report was not audited or reviewed
by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment
and reconciliation. Therefore, the August Monthly Operating Report does not necessarily contain all information required in filings
pursuant 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 August Monthly Operating Report
is complete. The August Monthly Operating Report also contains information for periods which are shorter or otherwise different
from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of
the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial
statements or in its reports pursuant to the Exchange Act. Results set forth in the August 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; 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
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.