As filed with the Securities and Exchange Commission on January 16, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHC Group Ltd.
(Exact name of Registrant as specified in its charter)
| Cayman Islands | 4522 | 98-0587405 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
CHC Group Ltd.
190 Elgin Avenue
George Town
Grand Cayman, KY1-9005
Cayman Islands
(604) 276-7500
(Address, including zip code, and telephone number, of registrants’ principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9070
(Name, address, including zip code and telephone number, including area code, of agent for service)
Please send copies of all communications to:
| Louis Lehot Michael Tenta Cooley LLP 3175 Hanover Street Palo Alto, California 94304-1130 (650) 843-5949 (650) 843-5636 |
Joshua Ford Bonnie Ryan Bekkerus Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 |
Michael J. O’Neill SVP, Chief Legal Officer Russ Hill VP, Deputy General Counsel, Corporate Secretary and Chief Compliance Officer c/o Heli-One Canada, Inc. 4740 Agar Drive Richmond, BC V7B 1A3, Canada (604) 276-7500 |
Michael E. Michetti Scott R. Saks Joel M. Simon Paul Hastings LLP 75 East 55th Street New York, NY 10022 212-318-6000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-191268
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
| Ordinary shares, $0.000l par value per share |
1,826,200 | $10.00 | $18,262,000 | $2,353 | ||||
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| (1) | The Ordinary shares being registered pursuant to this Registration Statement are in addition to the 33,823,800 Ordinary shares registered pursuant to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-191268). |
| (2) | Based on the initial public offering price. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto and all information incorporated by reference therein, the Registration Statement on Form S-1 (Registration No. 333-191268), which was declared effective by the Commission on January 16, 2014, and is being filed solely for the purpose of registering an increase in the amount of Ordinary shares registered by 1,826,200 shares. The required opinions and consents are listed on the Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant issuer has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellingham, Washington on January 16, 2014.
| CHC Group Ltd. | ||
| By: | * | |
| Name: William Amelio Title: President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * William Amelio |
President, Chief Executive Officer (Principal Executive Officer) |
January 16, 2014 | ||
| * Joan S. Hooper |
Chief Financial Officer (Principal Financial Officer) |
January 16, 2014 | ||
| * Rebecca Camden |
Chief Accounting Officer (Principal Accounting Officer) |
January 16, 2014 | ||
| * William E. Macaulay |
Director |
January 16, 2014 | ||
| * Francis S. Kalman |
Director |
January 16, 2014 | ||
| * Jonathan Lewis |
Director |
January 16, 2014 | ||
| * Jeffrey K. Quake |
Director |
January 16, 2014 | ||
| * Dod E. Wales |
Director |
January 16, 2014 | ||
| * John Mogford |
Director |
January 16, 2014 | ||
| * By | /s/ Russ Hill | |
| Russ Hill Attorney-in-fact | ||
II-1
Authorized Representative in the United States
Pursuant to the requirements of the Securities Act of 1933, CHC Group Ltd. has duly caused this registration statement to be signed by the following duly authorized representative in the United States:
| Date: January 16, 2014 | By: | * | ||
| Name: Donald J. Puglisi Title: Managing Director, Puglisi & Associates | ||||
| * By |
/s/ Russ Hill | |
| Russ Hill | ||
| Attorney-in-fact |
II-2
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||||||
| Exhibit |
Exhibit Description |
Form | SEC File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||
| 5.1 | Opinion of Walkers | X | ||||||||||||||||
| 23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm | X | ||||||||||||||||
| 23.2 | Consent of Walkers (included as part of its opinion filed as Exhibit 5.1 hereto) | |||||||||||||||||
| 24.1 | Power of Attorney (included on signature page) | S-1 | 333-191268 | 24.1 | 9/19/2013 | |||||||||||||
| 24.2 | Power of Attorney of Jeffrey K. Quake dated October 24, 2013 | S-1/A | 333-191268 | 24.2 | 10/25/13 | |||||||||||||
| 24.3 | Power of Attorney of Francis S. Kalman dated December 18, 2013 | S-1/A | 333-191268 | 24.3 | 12/19/2013 | |||||||||||||