0001181431-14-002686.txt : 20140116 0001181431-14-002686.hdr.sgml : 20140116 20140116190026 ACCESSION NUMBER: 0001181431-14-002686 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140116 FILED AS OF DATE: 20140116 DATE AS OF CHANGE: 20140116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MACAULAY WILLIAM E CENTRAL INDEX KEY: 0000908428 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533290 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Reserve GP XII, LP CENTRAL INDEX KEY: 0001544730 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533293 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-625-2591 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Reserve GP XII Ltd CENTRAL INDEX KEY: 0001544731 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533300 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-625-2591 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 6922767 Holding (Cayman) Inc. CENTRAL INDEX KEY: 0001597191 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533299 BUSINESS ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR Horizon GP Ltd CENTRAL INDEX KEY: 0001597195 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533291 BUSINESS ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR Horizon GP, L.P. CENTRAL INDEX KEY: 0001597222 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533292 BUSINESS ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Horizon Alpha Ltd CENTRAL INDEX KEY: 0001597182 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533298 BUSINESS ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIRST RESERVE FUND XII LP CENTRAL INDEX KEY: 0001442289 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533296 BUSINESS ADDRESS: STREET 1: C/O WALKERS SPV LTD STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: XX ZIP: KY1-9002 BUSINESS PHONE: 1-345-949-0100 MAIL ADDRESS: STREET 1: C/O WALKERS SPV LTD STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: XX ZIP: KY1-9002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR Horizon AIV, L.P. CENTRAL INDEX KEY: 0001597192 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533295 BUSINESS ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: C/O FIRST RESERVE STREET 2: ONE LAFAYETTE PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FR XII A PARALLEL VEHICLE LP CENTRAL INDEX KEY: 0001442290 STATE OF INCORPORATION: XX FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36261 FILM NUMBER: 14533297 BUSINESS ADDRESS: STREET 1: C/O WALKERS SPV LTD STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: XX ZIP: KY1-9002 BUSINESS PHONE: 1-345-949-0100 MAIL ADDRESS: STREET 1: C/O WALKERS SPV LTD STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: XX ZIP: KY1-9002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHC Group Ltd. CENTRAL INDEX KEY: 0001586300 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 4740 AGAR DRIVE CITY: RICHMOND STATE: A1 ZIP: V7B 1A3 BUSINESS PHONE: 604-276-7500 MAIL ADDRESS: STREET 1: 4740 AGAR DRIVE CITY: RICHMOND STATE: A1 ZIP: V7B 1A3 3 1 rrd400000.xml FORM 3 X0206 3 2014-01-16 0 0001586300 CHC Group Ltd. HELI 0001544731 First Reserve GP XII Ltd C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001597191 6922767 Holding (Cayman) Inc. C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001597182 Horizon Alpha Ltd C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001442290 FR XII A PARALLEL VEHICLE LP C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001442289 FIRST RESERVE FUND XII LP C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001597192 FR Horizon AIV, L.P. C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001544730 First Reserve GP XII, LP C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001597222 FR Horizon GP, L.P. C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0001597195 FR Horizon GP Ltd C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 0000908428 MACAULAY WILLIAM E C/O FIRST RESERVE, ONE LAFAYETTE PLACE GREENWICH CT 06830 1 0 1 0 Common Stock 46519484 I See Footnotes These securities are held directly by 6922767 Holding (Cayman) Inc. ("CHC Cayman"). Horizon Alpha Limited ("Horizon Alpha"), FR XI Horizon Co-Investment I, L.P. ("FR XI Horizon Co-Investment I") and FR XI Horizon Co-Investment II, L.P. ("FR XI Horizon Co-Investment II") are the controlling shareholders of CHC Cayman. FR XII-A Parallel Vehicle, L.P. ("FR XII-A Parallel"), First Reserve Fund XII, L.P. ("First Reserve Fund XII") and FR Horizon AIV, L.P. ("FR Horizon AIV") are the controlling shareholders of Horizon Alpha. First Reserve GP XII, L.P. ("First Reserve GP XII") is the general partner of each of FR XII-A Parallel and First Reserve Fund XII. First Reserve GP XII Limited is the general partner of First Reserve GP XII. FR Horizon GP, L.P. is the general partner of FR Horizon AIV. FR Horizon GP Limited is the general partner of FR Horizon GP, L.P. FR XI Offshore GP Limited is the general partner of each of FR XI Horizon Co-Investment I and FR XI Horizon Co-Investment II. William E. Macaulay is a director of each of First Reserve GP XII Limited, FR Horizon GP Limited and FR XI Offshore GP Limited and has the right to appoint a majority of the directors of the board of each such entity. Except for CHC Cayman, which holds the securities reported herein directly, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and the filing of this statement by the Reporting Persons shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of the Reporting Persons is the beneficial owner of the securities reported herein other than the securities held directly by such Reporting Person. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, FR XI Horizon Co-Investment I, FR XI Horizon Co-Investment II and FR XI Offshore GP Limited have filed a separate Form 3. Exhibit List: Exhibit 24 - Power of Attorney. /s/ Dod E. Wales, Director of 6922767 Holding (Cayman) Inc. 2014-01-16 /s/ Dod E. Wales, Director of Horizon Alpha Limited 2014-01-16 /s/ Dod E. Wales, Director of First Reserve GP XII Limited, the General Partner of First Reserve GP XII, L.P., the General Partner of FR XII-A Parallel Vehicle, L.P. 2014-01-16 /s/ Dod E. Wales, Director of FR Horizon GP Limited, the General Partner of FR Horizon GP, L.P., the General Partner of FR Horizon AIV, L.P. 2014-01-16 /s/ Dod E. Wales, Director of First Reserve GP XII Limited, the General Partner of First Reserve GP XII, L.P., the General Partner of First Reserve Fund XII, L.P. 2014-01-16 /s/ Dod E. Wales, Director of First Reserve GP XII Limited, the General Partner of First Reserve GP XII, L.P. 2014-01-16 /s/ Dod E. Wales, Director of First Reserve GP XII Limited 2014-01-16 /s/ Dod E. Wales, Director of FR Horizon GP Limited, the General Partner of FR Horizon GP, L.P. 2014-01-16 /s/ Dod E. Wales, Director of FR Horizon GP Limited 2014-01-16 /s/ Anne E. Gold, as attorney-in-fact for William E. Macaulay 2014-01-16 EX-24. 2 rrd359940_407845.htm POWER OF ATTORNEY rrd359940_407845.html

                                POWER OF ATTORNEY
                                    (LIMITED)

        KNOW ALL MEN BY THESE PRESENTS, that I, WILLIAM E. MACAULAY of the
Town/City of GREENWICH, County of FAIRFIELD, State of CONNECTICUT, reposing
special trust and confidence in ANNE E. GOLD, of the Town of RYE, County of
WESTCHESTER, State of NEW YORK and/or, ROBERT J. GALLAGHER, of the Town of RYE,
County of WESTCHESTER, State of NEW YORK, have made, constituted and appointed,
and by these presents do make, constitute and appoint each of the said ANNE E.
GOLD and/or ROBERT J. GALLAGHER, my true and lawful attorney-in-fact and agent,
both FOR ME PERSONALLY and in my name, place and stead, IN MY CAPACITY AS AN
OFFICER OR DIRECTOR OF:

FRC FOUNDERS CORPORATION ("FOUNDERS")
FIRST RESERVE CORPORATION, L.L.C. ("FRC")
FIRST RESERVE PARTNERS LIMITED ("FRPL")
FIRST RESERVE MANAGEMENT LIMITED ("FRML")
FIRST RESERVE GP XII LIMITED ("GP XII")
FIRST RESERVE GP XI, INC. ("GP XI")
FR XI OFFSHORE GP LIMITED ("OFFSHORE XI")
FR HORIZON GP LIMITED ("FR HORIZON")
FIRST RESERVE GP X, INC. ("GP X")
FR X OFFSHORE GP LIMITED ("OFFSHORE X")
FIRST RESERVE ENERGY INFRASTRUCTURE GP LIMITED ("FREI")

or any entity of which any the foregoing is the direct or indirect general
partner or for which any of the foregoing otherwise has the authority to
act (collectively with FOUNDERS, FRC, FRPL, FRML, GP XII, GP XI,
OFFSHORE XI, FR HORIZON, GP X, OFFSHORE X, and FREI the "First Reserve
Entities"), with full power and authority to do and perform each and
every act necessary, as fully as I might do if personally present, to
accomplish and complete the following acts or transactions:

        1. With respect to any entity in which any First Reserve Entities have
an investment (each a "Company"), sign on my behalf, any and all filings
(including filings with the Securities and Exchange Commission), agreements,
notices or documents arising from, or related to any Company, including, (a) any
holdings or investments of any First Reserve Entities in any Company; and (b)
any holdings or investments of mine in any Company.

        2. Seek or obtain, as my representative and on my behalf, from any third
party, including brokers, employee benefit plan administrators and trustees,
information on transactions involving any Company or the securities of any
Company, and I hereby authorize any such persons to release any such information
to either attorney-in-fact designated hereunder and approve and ratify any such
release of information; and

        3. Perform any and all other acts which in the discretion of either such
attorney-in-fact are necessary or desirable for and on my behalf in connection
with the foregoing.

        I acknowledge that:

          (a) this Power of Attorney authorizes, but does not require, either such
attorney-in-fact to act in his or her discretion on information provided to
either such attorney-in-fact without independent verification of such
information;

          (b)    any documents prepared and/or executed by either such
attorney-in-fact on my behalf pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as either such
attorneys-in-fact, in his or her discretion, deems necessary or desirable;

          (c)    neither such attorney-in-fact nor any Company assumes (i) any
liability for my responsibility to comply with the requirements of any law or
regulation, including without limitation the Securities Act of 1933, as amended
(the "Securities Act") or the Exchange Act of 1934, as amended (the "Exchange
Act"), or (ii) any liability of mine for any failure to comply with such
requirements; and

          (d)    this Power of Attorney does not relieve me from responsibility for
compliance with my obligations under any law or regulation, including without
limitation the requirements under the Securities Act and the Exchange Act.

        I hereby give and grant ANNE E. GOLD and/or ROBERT J. GALLAGHER, in the
capacity set forth above, full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary or appropriate to be done in
and about the foregoing matters as fully to all intents and purposes as I might
or could do if present, hereby ratifying all that either such attorney-in-fact
of, for and on my behalf, shall lawfully do or cause to be done by virtue of
this Power of Attorney.

        This POWER OF ATTORNEY shall remain in effect until revoked and shall
not be affected by disability of the Principal.

EXECUTED this 11th  day of  Arpil, 2012

                          /s/ William E. Macaulay

STATE OF CONNECTICUT       )
                           )SS.
COUNTY OF  FAIRFIELD)

The foregoing instrument was acknowledged before me this 11th day of April, 2012,
by William E. Macaulay, the Principal.

Witness my hand and official seal: MaryAnn Ghirardelli, Notary
My commission expires: January 31, 2017

/s/ Anne E. Gold                 /s/ Robert J. Gallagher
---------------------           -----------------------
Specimen Signature              Specimen Signature of Agent-Attorney
of Agent-Attorney
Anne E. Gold                    Robert J. Gallagher