Item 8.01 Other Events.
As previously disclosed, on March 14, 2019, PHI, Inc. (the “Company”) and its principal U.S. subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) 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”).
Chapter 11 Plan and Disclosure Statement
On April 1, 2019, the Debtors filed a joint chapter 11 plan of reorganization (the “Plan”) and a related disclosure statement (the “Disclosure Statement”) with the Bankruptcy Court. The Plan is subject to confirmation by the Bankruptcy Court and acceptance by the Debtors’ creditors (as and to the extent required under the Bankruptcy Code). The Plan provides for the issuance of shares of new common stock to holders of certain classes of secured and unsecured claims. The descriptions of the Plan and Disclosure Statement are qualified in their entirety by reference to the Plan and the Disclosure Statement, copies of which are attached herewith as Exhibit 99.1 and Exhibit 99.2, respectively.
No Recovery to Current Equity Holders
The Plan contemplates that the Company’s existing equity holders would receive no recovery and that the existing voting andnon-voting common stock would be cancelled.
Treatment of Other Claimants
The treatment of variousnon-equity claimants is described in Article III of the Plan and principally in Article VI of the Disclosure Statement. The Plan contemplates that the rights of certain unsecured creditors would depend upon whether the holders of the Company’s unsecured senior notes vote in favor of the Plan. Under the Chapter 11 Cases, the ultimate recovery of thenon-equity claimants will depend upon various factors, including whether the Plan in the form filed herewith is modified and whether it is confirmed by the Bankruptcy Court.
Other
Nothing contained in this current report on Form8-K, the Plan or the Disclosure Statement is a solicitation of acceptance or rejection of the Plan. The Company expects to discuss the terms of the Plan with various claimants, and anticipates that those discussions could cause it to modify the Plan and Disclosure Statement. Acceptances or rejections of the Plan will only be solicited after a definitive Disclosure Statement has been approved by the Bankruptcy Court.
The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. For the reasons noted above, the Company expects that its equity holders may experience a significant or complete loss of their investment, depending on the ultimate outcome of the Chapter 11 Cases.
Additional information about the Chapter 11 Cases can be found by visiting PHI’s dedicated microsite:http://restructuring.phihelico.com. Claims information can be found at:https://cases.primeclerk.com/PHI. PHI has also established a hotline to ensure a prompt response to questions, which may be accessed at+1 (844) 216-8745 in the U.S. and Canada or by dialing+1 (347) 761-3249 internationally.
Private Securities Litigation Reform Act of 1995 –
A Caution Concerning Forward-Looking Statements
This current report on Form8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this current report on Form8-K are “forward-looking” statements, as defined by (and subject to the “safe harbor” protections under) the federal securities laws. When used herein, the words “anticipates,” “expects,” “believes,” “seeks,” “hopes,” “intends,” “plans,” “projects,” “will” and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are based on a number of judgments and assumptions as of the date such statements are made about future events, many of which are beyond the Company’s control. These forward-looking statements, and the assumptions on which they are based, (i) are not guarantees of future events, (ii) are inherently speculative and (iii) are
