0001209191-19-048221.txt : 20190904 0001209191-19-048221.hdr.sgml : 20190904 20190904164144 ACCESSION NUMBER: 0001209191-19-048221 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190904 FILED AS OF DATE: 20190904 DATE AS OF CHANGE: 20190904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUIGS C RUSSELL CENTRAL INDEX KEY: 0001180360 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09827 FILM NUMBER: 191075071 MAIL ADDRESS: STREET 1: 2001 SE EVANGELINE THRUWAY CITY: LAFAYETTE STATE: LA ZIP: 70508 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PHI INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720395707 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2001 SE EVANGELINE THRUWAY STREET 2: - CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: (337) 235-2452 MAIL ADDRESS: STREET 1: PO BOX 90808 CITY: LAFAYETTE STATE: LA ZIP: 70509 FORMER COMPANY: FORMER CONFORMED NAME: PETROLEUM HELICOPTERS INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-09-04 1 0000350403 PHI INC PHIKQ 0001180360 LUIGS C RUSSELL 2001 SE EVANGELINE THRUWAY LAFAYETTE LA 70508 1 0 0 0 Voting Common Stock 2019-09-04 4 D 0 5000 D 0 D Non-Voting Common Stock 2019-09-04 4 D 0 15628 D 0 D On March 14, 2019, the Issuer and certain subsidiaries (together, 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. On August 2, 2019, the Bankruptcy Court issued a written order confirming the Debtors' Third Amended Joint Plan of Reorganization, as previously supplemented and as modified by such order (as modified by a subsequent written order issued by the Bankruptcy Court on August 29, 2019, the "Plan"). On September 4, 2019 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from bankruptcy under the Chapter 11 Cases. As of the Effective Date, all of the Issuer's previously-outstanding equity interests, including shares of its voting and non-voting common stock (the "Old Common Stock") and any unvested rights to acquire such equity interests, were cancelled and extinguished. Pursuant to the Plan, the Debtor effectuated certain restructuring transactions (the "Restructuring"), which, among other things, resulted in a new holding company, PHI Group, Inc. ("PHI Group"), becoming the ultimate corporate parent of the Issuer. As provided in the Plan, on the Effective Date, PHI Group issued equity warrants to certain holders of Old Common Stock (including the Reporting Person), which are exercisable for shares of PHI Group common stock (the "Equity Warrants"). The Equity Warrants have a term of three years and represent, in the aggregate, the right to acquire up to 5% of the total equity interests in PHI Group on the Effective Date. The exercise price of the Equity Warrants and the pro rata number of Equity Warrants (and underlying shares of PHI Group common stock) issuable to the Reporting Person will be determined in accordance with the Plan and the warrant agreement under which the Equity Warrants were issued. Included in this figure are (a) 7,648 unvested time-based restricted stock units that were cancelled and extinguished for no consideration and (b) 7,980 shares of non-voting Old Common Stock that were cancelled and extinguished for the consideration described in footnote 3. Hope M. Spencer as Agent and Attorney-in-Fact for C. Russell Luigs 2019-09-04