UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
Commission File Number 333-179072
CHC HELICOPTER S.A.
(Exact name of registrant as specified in its charter)*
190 Elgin Avenue George Town, KY1-9005 Cayman Islands
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
9.250% Senior Secured Notes due 2020
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under
section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | ¨ | |
| Rule 12g-4(a)(2) | ¨ | |
| Rule 12h-3(b)(1)(i) | x | |
| Rule 12h-3(b)(1)(ii) | ¨ | |
| Rule 15d-6 | ¨ |
| Approximate number of holders of record as of the certification or notice date: | 59 |
| * | The Co-Registrants listed on the following page are also included in this certification and notice as Registrants. |
Table of Co-Registrants
6922767 Holding S.à r.l.
Capital Aviation Services B.V.
CHC Den Helder B.V.
CHC Global Operations (2008) ULC
CHC Global Operations Canada (2008) ULC
CHC Global Operations International ULC
CHC Group Ltd.
CHC Helicopter Australia Pty Ltd
CHC Helicopter Holding S.à r.l.
CHC Helicopters (Barbados) Limited
CHC Holding (UK) Limited
CHC Holding NL B.V.
CHC Hoofddorp B.V.
CHC Leasing (Ireland) Designated Activity Company
CHC Netherlands B.V.
CHC Norway Acquisition Co AS
Heli-One (Netherlands) B.V.
Heli-One (Norway) AS
Heli-One (U.S.) Inc.
Heli-One (UK) Limited
Heli-One Canada ULC
Heli-One Holdings (UK) Limited
Heli-One Leasing (Norway) AS
Heli-One Leasing ULC
Heli-One USA Inc.
Heliworld Leasing Limited
Integra Leasing AS
Lloyd Bass Strait Helicopters Pty Ltd
Lloyd Helicopter Services Limited
Lloyd Helicopter Services Pty Ltd
Lloyd Helicopters International Pty Ltd
Lloyd Helicopters Pty Ltd
Management Aviation Limited
Explanatory Note: CHC Group Ltd. became a guarantor of CHC Helicopter S.A.'s 9.250% Senior Secured Notes due 2020 (the "Notes") pursuant to a supplemental indenture. See the "Table of Co-Registrants" above for additional registrant guarantors, all of which are guarantors ("Guarantors") of the Notes. North Denes Aerodrome Limited, CHC Sweden AB, Heli-One Defence B.V., CHC Capital (Barbados) Limited, Helicopter Services Group AS, Heli-One (Europe) AS and Helikopter Service AS, each an entity previously identified as a Guarantor on the Form S-4 registering the Note (SEC File No. 333-179072), have been dissolved or liquidated. Additionally, Lloyd Off-Shore Helicopters Pty. Ltd. and CHC Leasing (Ireland) Ltd. were originally listed on the Form S-4 and have since changed their names to CHC Helicopter Australia Pty Ltd. and CHC Leasing (Ireland) Designated Activity Company, respectively.
Pursuant to the requirements of the Securities Exchange Act of 1934 CHC Helicopter S.A. has caused this certification/notice to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Irving, Dallas County, in the state of Texas, on March 16, 2017.
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrants have caused this certification/notice to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Irving, Dallas County, in the state of Texas, on March 16, 2017.
| 6922767 Holding S.à r.l. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Capital Aviation Services B.V. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Den Helder B.V. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Global Operations (2008) ULC | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Global Operations Canada (2008) ULC | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Global Operations International ULC | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Helicopter Australia Pty Ltd | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Helicopter Holding S.à r.l. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Helicopters (Barbados) Limited | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Holding (UK) Limited | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Holding NL B.V. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Hoofddorp B.V. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Leasing (Ireland) Designated Activity Company | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Netherlands B.V. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Norway Acquisition Co AS | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One (Netherlands) B.V. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One (Norway) AS | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One (U.S.) Inc. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One (UK) Limited | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One Canada ULC | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One Holdings (UK) Limited | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One Leasing (Norway) AS | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One Leasing ULC | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heli-One USA Inc. | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Heliworld Leasing Limited | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Integra Leasing AS | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Lloyd Bass Strait Helicopters Pty Ltd | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Lloyd Helicopter Services Limited | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Lloyd Helicopter Services Pty Ltd | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Lloyd Helicopters International Pty Ltd | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Lloyd Helicopters Pty Ltd | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| Management Aviation Limited | |||
| By: | /s/ Nicolas P. Stable | ||
| Name: | Nicolas P. Stable | ||
| Title: | Authorized Signatory | ||
| CHC Group Ltd. | ||
| By: | /s/ Lee Eckert | |
| Name: Lee Eckert | ||
| Title: Senior Vice President, Chief Financial Officer | ||