EXHIBIT 99.4
OFFER TO EXCHANGE
7 3/8% SENIOR SUBORDINATED NOTES DUE 2014
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR
ANY AND ALL OUTSTANDING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2014
(CUSIP NUMBERS 12541C AE 4 AND C2387X AC 7)
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OF
CHC HELICOPTER CORPORATION
To Registered Holders:
We are enclosing with this letter the material listed below relating to the
offer (the "Exchange Offer") by CHC Helicopter Corporation, a corporation
organized under the federal laws of Canada ("CHC"), to exchange its 7 3/8%
Senior Subordinated Notes due 2014 (the "New Notes") that have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of CHC's issued and outstanding 7 3/8% Senior Subordinated
Notes due 2014 (the "Old Notes") that have not been registered under the
Securities Act, upon the terms and subject to the conditions set forth in the
Prospectus dated October 13, 2005, and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated October 13, 2005;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instructions to Registered Holder and/or DTC Participant from
Beneficial Owner; and
5. Letter which may be sent to your clients for whose account you hold
Old Notes in your name or in the name of your nominee, to accompany
the instruction form referred to above, for obtaining such client's
instruction with regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 18, 2005, UNLESS
EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent and warrant to CHC that:
(i) the holder has full power and authority to tender, exchange, assign
and transfer the Old Notes being tendered;
(ii) when the Old Notes are accepted for exchange as contemplated in the
Letter of Transmittal, CHC will acquire good and unencumbered title to such Old
Notes, free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sale agreements or other obligations relating to their
sale or transfer and adverse claims;
(iii) the New Notes being acquired pursuant to the Exchange Offer are
being acquired in the ordinary course of business of the holder or of any other
person receiving New Notes pursuant to the Exchange Offer through such holder,
whether or not that person is the holder of Old Notes;
(iv) neither the holder nor any other person acquiring the New Notes
pursuant to the Exchange Offer through such holder, whether or not that person
is the holder of Old Notes, has an arrangement or understanding with any other
person to participate in a distribution (within the meaning of the Securities
Act) of the New Notes;
(v) neither the holder nor any other person acquiring the New Notes
pursuant to the Exchange Offer through such holder, whether or not that person
is the holder of Old Notes, is an "affiliate," as that term is defined in Rule
405 under the Securities Act, of CHC or, if it is an affiliate, it will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable; and
(vi) if the holder is not a broker-dealer, neither the holder nor any
other person acquiring the New Notes pursuant to the Exchange Offer through such
holder, whether or not that person is the holder of Old Notes, is engaged in or
intends to engage in, a distribution (within the meaning of the Securities Act)
of the New Notes.
If any of the foregoing representations and warranties are not true, then
the holder of Old Notes is not eligible to participate in the Exchange Offer,
cannot rely on the interpretations of the staff of the Securities and Exchange
Commission in connection with the Exchange Offer and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with the resale of the New Notes.
If the holder of Old Notes or any other person acquiring the New Notes
pursuant to the Exchange Offer through such holder, whether or not that person
is the holder of Old Notes, is a broker-dealer that will receive New Notes for
its own account in exchange for Old Notes, such person will represent and
warrant that the Old Notes were acquired as a result of market-making activities
or other trading activities and will acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of New Notes pursuant to the Exchange Offer. By acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The enclosed Instructions to Registered Holder and/or DTC Participant from
Beneficial Owner contains an authorization by the beneficial owners of the Old
Notes for you to make the foregoing representations.
CHC will not pay any fee or commission to any broker or dealer or to any
other persons (other than the exchange agent for the Exchange Offer) in
connection with the solicitation of tenders of Old Notes pursuant to the
Exchange Offer. CHC will pay or cause to be paid any transfer taxes payable on
the transfer of Old Notes to it, except as otherwise provided in Instruction 6
of the enclosed Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer may be
addressed to, and additional copies of the enclosed materials may be obtained
from, the exchange agent, The Bank of New York, in the manner set forth below.
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The Bank of New York Facsimile:
Corporate Trust Operations (212) 298-1915
Reorganization Unit
101 Barclay Street, 7 East Telephone:
New York, NY 10286 (212) 815-6331
Attn.: Ms. Diane Amoroso
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Very truly yours,
CHC HELICOPTER CORPORATION
NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS WILL
CONSTITUTE YOU THE AGENT OF CHC OR THE EXCHANGE AGENT OR AUTHORIZE YOU TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED IN THOSE DOCUMENTS.
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