Item 7.01 Regulation FD Disclosure.
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. Additional developments in the Chapter 11 Cases are reported below.
In June 2019, the Debtors executednon-disclosure agreements (“NDAs”) with certain stakeholders (the “Stakeholders”) to facilitate discussions between the Debtors and the Stakeholders concerning the restructuring of the Debtors’ capital structure (the “Restructuring”). Certain of the stakeholders have been provided with confidential information regarding the Debtors and their respective businesses in the form of (i) a confidential information memorandum and (ii) portions of an illustrative cash collateral budget (collectively, the “Confidential Information”). The Confidential Information include certain financial projections and forecasts prepared in early 2019 (the “NDA Projections”). Pursuant to the terms and conditions of the NDAs with certain of the Stakeholders, the Company agreed to disclose publicly within a specified timeframe the Confidential Information, which materials are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference. The Confidential Information, including the NDA Projections, is being furnished, in part, to satisfy the Debtors’ public disclosure obligations under the NDAs.
In connection with the Chapter 11 Cases, on June 13, 2019, the Debtors filed with the Bankruptcy Court their Second Amended Joint Plan of Reorganization (the “Second Amended Plan”), which is attached hereto as Exhibit 99.3 and is incorporated herein by reference, and the related disclosure statement for the Debtor’s Second Amended Plan (the “Disclosure Statement”), which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. The Second Amended Plan reflects, among other things, restructuring terms agreed upon under the Company’s previously-disclosed settlement plan term sheet with certain creditors dated June 5, 2019. The Disclosure Statement includes updated financial projections of the Debtors as Exhibit C thereto (the “Disclosure Statement Projections” and, together with the NDA Projections, the “Projections”).
None of the Projections or other Confidential Information was prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission (the “SEC”) or the Public Company Accounting Oversight Board and should not be relied upon to make an investment decision with respect to the Company or the Debtors. In addition, the NDA Projections and the Disclosure Statement Projections were prepared at different points in time using different assumptions. Neither the Confidential Information nor the Projections purport to present the Company or the Debtors’ financial condition in accordance with GAAP. The Company’s independent registered public accounting firm has not examined, compiled or otherwise applied procedures to the Confidential Information or the Projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto. The inclusion herein of the Confidential Information and the Projections should not be regarded as an affirmation by the Debtors that the Company will perform as projected, and neither the Confidential Information nor the Projections should be relied upon as such. None of the Company or its respective affiliates, advisors, officers, directors, partners or representatives has made, makes or is authorized in the future to make any representation to any stakeholder or other person regarding the Restructuring, the Company’s ultimate performance compared to the information contained in the Projections or that forecasted results will be achieved, and any statements to the contrary should be disregarded. None of the Company or its respective affiliates, advisors, officers, directors, partners or representatives undertakes any obligation to publicly update the Confidential Information or the Projections to reflect circumstances existing after the date when the Confidential Information or the Projections were made or prepared or to reflect the occurrence of future events.
Additional information about the Chapter 11 Cases can be found by visiting the Company’s dedicated microsite: http://restructuring.phihelico.com. Claims information can be found at: https://cases.primeclerk.com/PHI. The Company 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.
The information set forth in, or incorporated by reference into, Item 7.01 of this Form8-K (i) is being furnished and shall not be deemed “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 such section and (ii) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. In addition, the filing of this Form8-K (including the exhibits hereto) shall not be deemed an admission as to the materiality of any information included or incorporated herein.
Cautionary Statements
Caution Concerning Forward-Looking Statements.This Form8-K, including the documents incorporated by reference herein, includes various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the Projections. All such statements other than statements of historical fact 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
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