UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of report (Date of earliest event reported): June 5, 2019
PHI, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Louisiana | 0-9827 | 72-0395707 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
2001 SE Evangeline Thruway, Lafayette, Louisiana | 70508 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (337) 235-2452
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Voting Common Stock | N/A | None | ||
Non-Voting Common Stock | N/A | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 seeking relief under Chapter 11 of Title 11 of the United States Code.
On June 6, 2019, the Company issued a press release announcing that on June 5, 2019 it reached a settlement term sheet with the Official Committee of Unsecured Creditors and other key stakeholders. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional information about the Chapter 11 Cases can be found by visiting the Companys 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
99.1 | Press Release dated June 6, 2019 announcing settlement with Official Committee of Unsecured Creditors and other key stakeholders. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
PHI, Inc. | ||||||
Date: June 6, 2019 | By: | /s/ Trudy P. McConnaughhay | ||||
Trudy P. McConnaughhay | ||||||
Chief Financial Officer and Secretary |
Exhibit 99.1
PHI, Inc. Provides Update on Bankruptcy Proceedings
Reaches settlement with Official Committee of Unsecured Creditors and other key stakeholders that
paves the way for a consensual path forward
Emergence expected late summer 2019
LAFAYETTE, LOUISIANA, June 6, 2019 PHI, Inc. today announced an update in the Companys Chapter 11 court proceedings, underscoring the positive momentum that the Company has achieved and further executing on the path towards emergence.
Following a successful mediation with Judge David R. Jones, a current sitting judge in the United States Bankruptcy Court for the Southern District of Texas, PHI has reached a settlement agreement with the Official Committee of Unsecured Creditors (the UCC) and Thirty Two, LLC that resolves all pending UCC objections and motions and will provide the basis for a consensual Plan of Reorganization. The Company has filed the Agreement with the Bankruptcy Court.
A hearing to approve the Disclosure Statement for PHIs proposed amended Plan of Reorganization (the Plan), which will allow PHI to solicit votes on a consensual plan, has been set for June 18, 2019. PHI expects that it will jointly file an amended and consensual Plan with the UCC prior to this hearing. The Company anticipates that, with the support of the UCC, it will be able to proceed expeditiously towards approval of the Plan. Accordingly, a hearing to confirm the proposed Plan is expected to be scheduled on July 30, 2019. Following that confirmation hearing, if the Court approves the Plan, PHI will consummate the transactions and emerge from Chapter 11.
The Agreement contains certain conditions related to the level of funded debt and available cash of the Company that must be satisfied by the time of the effective date of the Plan of Reorganization. The Company is taking the necessary steps to fulfill these conditions.
Lance Bospflug, PHIs President and Chief Operating Officer, stated, This settlement represents a crucial and positive turning point in the case. We are pleased with the progress made so far and are confident that yesterdays outcome is a strong indicator that we remain on course to achieving a consensual Plan and emergence with the support and partnership of our lenders and the UCC. While we have work to do to satisfy the terms of the agreement, we continue to believe that our Chapter 11 filing and Plan of Reorganization represent the best course of action to address PHIs matured debt and strengthen our balance sheet, while positioning the Company for continued leadership in our industry and meeting all of our commitments to our stakeholders. Our business has and will continue to operate with the highest standards of safety and quality throughout this process. We are grateful to our employees, customers and vendors for their continued support and partnership throughout this process.
The Agreement outlines that, if the Plan becomes effective, Al Gonsoulin will retire as the Chief Executive Officer and Chairman of the Board of PHI, and Lance Bospflug will become PHIs Chief Executive Officer and will be named to the Companys Board of Directors upon emergence. These management changes are pending the aforementioned approvals of the Companys Disclosure Statement and Plan of Reorganization.
The Company expects to complete its Chapter 11 process within the previously announced timeline, aiming to emerge in late summer 2019. PHI remains confident that it will emerge with a significantly reduced and more sustainable debt structure, as well as sufficient liquidity, that will position the business for long-term success.
Additional information about the Chapter 11 Cases can be found by visiting the Companys 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.
ABOUT PHI, INC.
PHI, Inc. is one of the worlds leading helicopter services companies, operating over 240 aircraft in over 70 locations around the world. Known industry wide for the relentless pursuit of safe, reliable helicopter transportation, PHI offers services to the offshore Oil and Gas, Air Medical applications, and Technical Services applications around the world. The highly trained pilots, maintenance technicians, clinicians and diverse professional talent across the organization gives the company a great depth in all areas of operation and is composed of highly skilled, dedicated, and loyal employees. In addition to operations in the United States, the company has operated in 43 foreign countries and continues to operate for customers across the globe. PHIs Headquarters are in Lafayette, Louisiana USA and PHI employs approximately 2,200 personnel globally.
Forward-Looking Statements
This release 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 press release 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 PHIs 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 subject to significant risks and uncertainties. Actual events and results may differ materially from those anticipated, estimated, projected or implied by PHI in those statements if one or more of these risks or uncertainties materialize, or if PHIs underlying assumptions prove incorrect. All of PHIs forward-looking statements are qualified in their entirety by reference to PHIs discussion of certain important factors that could cause PHIs actual results to differ materially from those anticipated, estimated, projected or implied in those forward-looking statements.
Factors that could cause PHIs results to differ materially from the expectations expressed in such forward-looking statements include, but are not limited to, risks and uncertainties relating to the Chapter 11 cases, including but not limited to, PHIs ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 cases, the effects of the Chapter 11 cases on PHI and its various constituents, the impact of the Bankruptcy Court rulings in the Chapter 11 cases, PHIs ability to develop and implement a plan of reorganization that will be approved by the Bankruptcy Court and the ultimate outcome of the Chapter 11 cases in general, the length of time PHI will operate under the Chapter 11 cases, attendant risks associated with restrictions on PHIs ability to pursue and execute its business strategies, risks associated with third-party motions in the Chapter 11 cases, the potential adverse effects of the Chapter 11 Cases on the Companys liquidity, the potential material adverse effect of claims that are not discharged in the Chapter 11 Cases, uncertainty regarding the Companys ability to retain key personnel, the uncertainty and continuing risks associated with the Companys ability to achieve its stated goals and continue as a going concern; PHIs ability to implement operational improvement efficiencies; the trading price and volatility of the Companys common stock and risks related to PHIs delisting from Nasdaq as well as other risks referenced from time to time in PHIs filings with the U.S. Securities and Exchange Commission.
Additional factors or risks that PHI currently deems immaterial, that are not presently known to PHI, that arise in the future or that are not specific to PHI could also cause PHIs actual results to differ materially from its expected results. Given these uncertainties, investors are cautioned not to unduly rely upon PHIs forward-looking statements, which speak only as of the date made. PHI undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Further, PHI may make changes to its intentions or plans at any time, without notice and for any reason, and can provide no assurances as to the ultimate outcome of the Chapter 11 cases.
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Media Contact:
FTI Consulting
Rachel Chesley / Sarah Rosselet
PHI@fticonsulting.com
+1 (212) 850-5681 / +1 (312) 428-2638
Investor Contact:
PHIinfo@primeclerk.com
+1 (844) 216-8745
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