Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/16 15:21:51 Page 1 of 16

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1 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 1 of 16 Stephen A. Youngman ( ) WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, Texas Telephone (214) Facsimile (214) Gary T. Holtzer (pro hac vice) Kelly DiBlasi (pro hac vice) WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Attorneys for Debtors and Debtors in Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION x In re Chapter 11 CHC GROUP LTD. et al., Case No (BJH) Debtors. (Jointly Administered) x MOTION OF DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING CHC GROUP LTD. TO ACT AS FOREIGN REPRESENTATIVE ON BEHALF OF THE DEBTORS ESTATES PURSUANT TO 11 U.S.C NO HEARING WILL BE CONDUCTED HEREON UNLESS A WRITTEN RESPONSE IS FILED WITH THE CLERK OF THE BANKRUPTCY COURT BEFORE 400 P.M. (CT) ON THURSDAY, SEPTEMBER 15, 2016, WHICH IS AT LEAST 24 DAYS FROM THE DATE OF SERVICE HEREOF. IF YOU OBJECT TO THE RELIEF REQUESTED, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT WITHIN TWENTY- FOUR (24) DAYS FROM THE DATE YOU WERE SERVED WITH THIS PLEADING (BY 400 P.M. (CT) ON THURSDAY, SEPTEMBER 15, 2016). YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THIS NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. IF AN OBJECTION IS FILED, A HEARING WILL BE CONDUCTED ON THIS MATTER ON SEPTEMBER 22, 2016 AT 900 A.M. IN COURTROOM #2, 14TH FLOOR OF THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT

2 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 2 of 16 OF TEXAS, DALLAS DIVISION, EARLE CABELL FEDERAL BUILDING, 1100 COMMERCE ST., DALLAS, TEXAS TO THE HONORABLE BARBARA J. HOUSER, UNITED STATES BANKRUPTCY JUDGE CHC Group Ltd. ( CHC Group ) and its above-captioned debtor affiliates, as debtors and debtors in possession (collectively, the Debtors ), 1 respectfully represent Relief Requested 1. Pursuant to section 1505 of title 11 of the United States Code (the Bankruptcy Code ), the Debtors request that CHC Group be authorized to act as Foreign Representative (as defined herein) on behalf of the Debtors estates in any judicial or other proceedings in a foreign country, including the Canadian Proceedings (as defined herein). The Debtors further request that, as Foreign Representative, CHC Group be expressly authorized to (i) seek recognition of these chapter 11 cases in Canada, (ii) request that the Canadian Court (as defined herein) lend assistance to this Court in protecting the property of the Debtors estates, (iii) seek any other appropriate relief from the Canadian Court that is just and proper in furtherance of the protection of the Debtors estates, and (iv) take similar steps and seek similar relief in any other foreign jurisdiction in which the Debtors determine it is necessary to commence an ancillary proceeding. 2. A proposed form of order approving the relief requested herein is annexed hereto as Exhibit B (the Proposed Order ). 1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, where applicable, is attached hereto as Exhibit A. 2

3 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 3 of 16 Jurisdiction and Venue 3. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C and Background 4. On May 5, 2016 (the Petition Date ), each of the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. The Debtors chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rule of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas (the Local Rules ). The Debtors Businesses 6. The Debtors, together with their non-debtor affiliates (collectively, CHC ), comprise a global commercial helicopter service company, primarily engaged in providing helicopter services to the offshore oil and gas industry. CHC also provides helicopter services for search and rescue and emergency medical services to various government agencies. In addition, CHC maintains the industry s largest independent helicopter maintenance, repair, and overhaul business, which services CHC s helicopter fleet as well as third-party customers. CHC manages its domestic and overseas businesses from Irving, Texas and its sales force from an office in Houston, Texas. CHC maintains one of its primary engine overhaul facilities in Fort 3

4 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 4 of 16 Collins, Colorado. Only certain entities within CHC primarily the issuers or guarantors of the Debtors funded debt are Debtors in these proceedings. CHC s other entities, including certain operating entities, are not debtors in these cases and are continuing to conduct their businesses in the ordinary course. 7. Additional information about the Debtors businesses, capital structure and the circumstances leading to the commencement of these chapter 11 cases can be found in the Declaration of Robert A. Del Genio in Support of the Debtors Chapter 11 Petitions and Request for First Day Relief (the Del Genio Declaration ) [Docket No. 13], filed on the Petition Date. Appointment of Foreign Representative 8. As more fully described in the Del Genio Declaration, CHC is a global enterprise that, among other things, (i) conducts business in numerous foreign jurisdictions, (ii) includes entities which are incorporated under the laws of various foreign jurisdictions, (iii) has many key contracts that are governed by the laws of foreign jurisdictions, (iv) has many foreign creditors, and (v) has a global customer base. 2 A number of the Debtors are incorporated under the laws of the Canadian Province of British Colombia and maintain assets and operations in that jurisdiction. As a result of the Debtors assets and operations in Canada, which are interconnected with the Debtors global operations, it is necessary to ensure that these chapter 11 cases as well as orders of the Court issued herein are recognized and respected in Canada. 9. As a result, CHC Group (as the proposed Foreign Representative) will shortly seek ancillary relief in Canada on behalf of the Debtors estates pursuant to the 2 CHC conducts business in Australia, Brazil, Canada, East Timor, Equatorial Guinea, Ireland, Malaysia, Netherlands, Nigeria, Norway, Poland, Kazakhstan, the United Kingdom, and the United States, among other jurisdictions. 4

5 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 5 of 16 Companies Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-36 as amended (the CCAA ) in the British Columbia Supreme Court (the Canadian Court ) in Vancouver, British Columbia. The purpose of these ancillary proceedings (the Canadian Proceedings ) is to request that the Canadian Court recognize these chapter 11 cases as a foreign main proceeding under the applicable provisions of the CCAA, and enforce this Court s orders in Canada to protect the Debtors assets and operations in Canada and help implement the Debtors restructuring. 10. In addition to Canada, many of the Debtors are incorporated under the laws of various foreign jurisdictions including, among others, Australia, Barbados, the Cayman Islands, Luxembourg, the Netherlands, Norway, and the United Kingdom. Due to the global nature of CHC s business, its interconnected operations, and its widespread customer base, the Debtors believe that it may be necessary to pursue additional ancillary proceedings in certain of the foreign jurisdictions in which CHC operates to protect the Debtors assets and operations and to maximize the value of the Debtors estates. Relief Requested 11. By this Motion, the Debtors seek entry of an order, pursuant to section 1505 of the Bankruptcy Code, to appoint CHC Group to act as the foreign representative on behalf of the Debtors estates (the Foreign Representative ) in any judicial or other proceedings in a foreign country, including the Canadian Proceedings. Basis for Relief Requested 12. Section 46 of the CCAA provides that a foreign representative may apply to a Canadian court for recognition of a foreign proceeding. CCAA, R.S.C., Ch. C-36, 46 (1985) (Can.). Under the CCAA, a recognition application must be accompanied by a certified 5

6 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 6 of 16 copy of the instrument, however designated, authorizing the foreign representative to act in that capacity or a certificate from the foreign court affirming the foreign representative s authority to act in that capacity. Id. at 46(2)(b). 13. Accordingly, in order for CHC Group to be recognized as the Foreign Representative in the Canadian Proceedings, and thereby apply to have these chapter 11 cases recognized by the Canadian Court, this Court must enter an order authorizing CHC Group to act as the Foreign Representative in the Canadian Proceedings. If the order is granted, CHC Group will be able to file the order with the Canadian Court as the instrument authorizing CHC Group to act as Foreign Representative pursuant to section 46 of the CCAA. 14. Section 1505 of the Bankruptcy Code allows a debtor in possession to obtain a court order recognizing the debtor in possession as foreign representative of the debtor s estate, in order to submit a petition to a foreign court requesting recognition of the debtor s chapter 11 case. Specifically, section 1505 of the Bankruptcy Code provides that 11 U.S.C A trustee or another entity (including an examiner) may be authorized by the court to act in a foreign country on behalf of an estate created under section 541. An entity authorized to act under this section may act in any way permitted by the applicable foreign law. 15. Authorizing CHC Group to act as the Foreign Representative on behalf of the Debtors estates in the Canadian Proceedings, or any other foreign proceedings, will provide an effective mechanism to protect and maximize the value of the Debtors assets and estates. Because the Debtors have significant assets in Canada, it is critical that a stay similar to the automatic stay imposed pursuant to section 362 of the Bankruptcy Code be granted in Canada, and that this Court s orders also be recognized in Canada. As a Debtor in these chapter 11 cases and the ultimate parent to each of the Debtors, CHC Group is well-positioned to represent the 6

7 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 7 of 16 Debtors as Foreign Representative in the Canadian Proceedings and any other judicial or other proceedings in a foreign country. 16. Similar relief to that requested herein has been granted by courts in other large chapter 11 cases where a debtor has foreign assets and/or operations. See, e.g., In re Aéropostale, Inc., et al., No (SHL) (Bankr S.D.N.Y. May 6, 2016); In re Ultra Petroleum Corp., et. al., No (MI) (Bankr. S.D. Tex. May 3, 2016); In re Horsehead Holding Corp., No (CSS) (Bankr. D. Del. Feb. 4, 2016); In re Colt Holding Co. LLC, No (LSS) (Bankr. D. Del. June 16, 2015); In re Vertis Holdings, Inc. et al., Case No (CSS) (Bankr. D. Del. Feb. 19, 2013); In re LightSquared Inc., et al., Case No (SCC) (Bankr. S.D.N.Y. June 11, 2012); In re Bigler LP, No (JB) (Bankr. S.D. Tex. Jan. 13, 2010). Notice 17. No trustee or examiner has been appointed in these chapter 11 cases. Notice of this Motion shall be given to (i) the Office of the United States Trustee for the Northern District of Texas; (ii) Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY (Attn Douglas Mannal, Esq., Kenneth H. Eckstein, Esq., and Anupama Yerramalli, Esq.) and Gardere Wynne Sewell LLP, 3000 Thanksgiving Tower, 1601 Elm Street, Dallas, TX 75201, (Attn Marcus Helt, Esq.), counsel to the Official Committee of Unsecured Creditors; (iii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank of America Tower, New York, NY (Attn Michael S. Stamer, Esq.), counsel to an informal group of certain unaffiliated holders of the 9.250% Senior Secured Notes Due 2020; (iv) Norton Rose Fulbright, 2200 Ross Avenue, Suite 3600, Dallas, TX (Attn Louis R. Strubeck, Jr., Esq. and Richard P. Borden, Esq.), counsel to HSBC Bank Plc as Administrative Agent under the Revolving Credit Agreement; (v) Paul Hastings LLP, 200 Park Avenue, New York, NY 7

8 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 8 of (Attn Leslie A. Plaskon, Esq. and Andrew V. Tenzer, Esq.), counsel to the administrative agent under the ABL Credit Agreement; (vi) The Bank of New York Mellon, 101 Barclay Street, Floor 4 East, New York, NY (Attn International Corporate Trust), in its capacity as indenture trustee under the 9.250% Senior Secured Notes due 2020; (vii) Law Debenture Trust Company of New York, 400 Madison Avenue, Suite 4D, New York, NY 10017, in its capacity as indenture trustee under the 9.375% Senior Notes due 2021; (viii) Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY (Attn Glenn E. Siegel, Esq. and Rachel Jaffe Mauceri, Esq.), counsel to the indenture trustee under the 9.250% Senior Secured Notes due 2020; (ix) Chadbourne & Parke LLP, 1301 Avenue of the Americas, New York, NY (Attn Christy L. Rivera, Esq. and Marian Baldwin Fuerst, Esq.), counsel to the indenture trustee under the 9.375% Senior Notes due 2021; (x) the Board of Equalization, P.O. Box , Sacramento, CA 94279; (xi) the Securities and Exchange Commission; (xii) the Office of the United States Attorney, 1100 Commerce Street, 3 rd Floor, Dallas, TX 75242; (xiii) the Internal Revenue Service; (xiv) the Debtors Canadian creditors; and (xv) all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule The Debtors respectfully submit that no further notice of this Motion is required. 8

9 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 9 of 16 No Previous Request 18. No previous request for the relief sought herein has been made by the Debtors to this or any other court. WHEREFORE the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as it deems just and proper. Dated August 22, 2016 Dallas, Texas /s/ Stephen Youngman WEIL, GOTSHAL & MANGES LLP Stephen A. Youngman ( ) 200 Crescent Court, Suite 300 Dallas, Texas Telephone (214) Facsimile (214) stephen.youngman@weil.com -and- Gary T. Holtzer (pro hac vice) Kelly DiBlasi (pro hac vice) 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) gary.holtzer@weil.com kelly.diblasi@weil.com Attorneys for Debtors and Debtors in Possession 9

10 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 10 of 16 Debtor Last Four Digits of Federal Tax I.D. No. EXHIBIT A Debtors Debtor Last Four Digits of Federal Tax I.D. No. CHC Group Ltd CHC Hoofddorp B.V Holding SARL 8004 CHC Leasing (Ireland) Limited 8230 Capital Aviation Services B.V CHC Netherlands B.V CHC Cayman ABL Borrower Ltd CHC Norway Acquisition Co AS 6777 CHC Cayman ABL Holdings Ltd Heli-One (Netherlands) B.V CHC Cayman Investments I Ltd Heli-One (Norway) AS 2437 CHC Den Helder B.V Heli-One (U.S.) Inc CHC Global Operations (2008) ULC 7214 Heli-One (UK) Limited 2451 CHC Global Operations Canada (2008) ULC CHC Global Operations International ULC 6979 Heli-One Canada ULC Heli-One Holdings (UK) Limited 6780 CHC Helicopter (1) S.à r.l Heli-One Leasing (Norway) AS 2441 CHC Helicopter (2) S.à r.l Heli-One Leasing ULC N/A CHC Helicopter (3) S.à r.l Heli-One USA Inc CHC Helicopter (4) S.à r.l Heliworld Leasing Limited 2464 CHC Helicopter (5) S.à r.l Integra Leasing AS 2439 CHC Helicopter Australia Pty Ltd 2402 Lloyd Bass Strait Helicopters Pty. Ltd CHC Helicopter Holding S.à r.l Lloyd Helicopter Services Limited 6781 CHC Helicopter S.A Lloyd Helicopter Services Pty. Ltd CHC Helicopters (Barbados) Limited 7985 Lloyd Helicopters International Pty. CHC Helicopters (Barbados) SRL N/A Lloyd Helicopters Pty. Ltd CHC Holding (UK) Limited 2198 Management Aviation Limited 2135 CHC Holding NL B.V Ltd. 2400

11 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 11 of 16 Exhibit B Proposed Order

12 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 12 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION x In re Chapter 11 CHC GROUP LTD. et al., Case No (BJH) Debtors. (Jointly Administered) x ORDER AUTHORIZING CHC GROUP LTD. TO ACT AS FOREIGN REPRESENTATIVE ON BEHALF OF THE DEBTORS ESTATES PURSUANT TO 11 U.S.C Upon the motion, dated August 22, 2016 (the Motion ), 1 of CHC Group Ltd. ( CHC Group ) and its above-captioned debtor affiliates, as debtors and debtors in possession (collectively, the Debtors ), for an order pursuant to section 1505 of title 11 of the United States Code (the Bankruptcy Code ), authorizing CHC Group to act as Foreign Representative on behalf of the Debtors estates in any judicial or other proceedings in a foreign country, 1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

13 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 13 of 16 including the Canadian Proceedings, as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided to (i) the Office of the United States Trustee for the Northern District of Texas (the U.S. Trustee ), (ii) Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY (Attn Douglas Mannal, Esq., Kenneth H. Eckstein, Esq., and Anupama Yerramalli, Esq.) and Gardere Wynne Sewell LLP, 3000 Thanksgiving Tower, 1601 Elm Street, Dallas, TX 75201, (Attn Marcus Helt, Esq.), counsel to the Official Committee of Unsecured Creditors, (iii) Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank of America Tower, New York, NY (Attn Michael S. Stamer, Esq.), counsel to an informal group of certain unaffiliated holders of the 9.250% Senior Secured Notes Due 2020, (iv) Norton Rose Fulbright, 2200 Ross Avenue, Suite 3600, Dallas, TX (Attn Louis R. Strubeck, Jr., Esq. and Richard P. Borden, Esq.), counsel to HSBC Bank Plc as Administrative Agent under the Revolving Credit Agreement, (v) Paul Hastings LLP, 200 Park Avenue, New York, NY (Attn Leslie A. Plaskon, Esq. and Andrew V. Tenzer, Esq.), counsel to the administrative agent under the ABL Credit Agreement, (vi) The Bank of New York Mellon, 101 Barclay Street, Floor 4 East, New York, NY (Attn International Corporate Trust), in its capacity as indenture trustee under the 9.250% Senior Secured Notes due 2020, (vii) Law Debenture Trust Company of New York, 400 Madison Avenue, Suite 4D, New York, NY 10017, in its capacity as indenture trustee under the 9.375% Senior Notes due 2021, (viii) Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY (Attn Glenn E. Siegel, Esq. and Rachel Jaffe Mauceri, Esq.), 2

14 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 14 of 16 counsel to the indenture trustee under the 9.250% Senior Secured Notes due 2020, (ix) Chadbourne & Parke LLP, 1301 Avenue of the Americas, New York, NY (Attn Christy L. Rivera, Esq. and Marian Baldwin Fuerst, Esq.), counsel to the indenture trustee under the 9.375% Senior Notes due 2021, (x) the Board of Equalization, P.O. Box , Sacramento, CA 94279, (xi) the Securities and Exchange Commission, (xii) the Office of the United States Attorney, 1100 Commerce Street, 3rd Floor, Dallas, TX 75242, (xiii) the Internal Revenue Service, (xiv) the Debtors Canadian creditors; and (xv)] all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002; and it appearing that no other or further notice need be provided; and a hearing having been held to consider the relief requested in the Motion (the Hearing ); and upon the appearances of all interested parties having been noted in the record of the Hearing; and upon the record of the Hearing and all of the proceedings had before the Court; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates and creditors, and all parties in interest and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that 1. The Motion is granted as set forth herein. 2. CHC Group is authorized, pursuant to section 1505 of the Bankruptcy code, to act as the Foreign Representative on behalf of the Debtors estates in any judicial or other proceeding held in a foreign country, including the Canadian Proceedings. As Foreign Representative, CHC Group shall be authorized and have the power to act in any way permitted by applicable foreign law, including, but not limited to (i) seeking recognition of these chapter 11 cases in the Canadian Proceedings, (ii) requesting that the Canadian Court lend assistance to 3

15 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 15 of 16 this Court in protecting the property of the Debtors estates, (iii) seeking any other appropriate relief from the Canadian Court that CHC Group deems just and proper in the furtherance of the protection of the Debtor s estates; and (iv) taking similar steps and seeking similar relief in any other foreign jurisdiction in which the Debtors determine it is necessary to commence an ancillary proceeding. 3. This Court requests the aid and assistance of the Canadian Court to recognize these chapter 11 cases as a foreign main proceeding and CHC Group as a foreign representative pursuant to the CCAA, and to recognize and give full force and effect in all provinces and territories of Canada to this Order. 4. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 5. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order. ###END OF ORDER### 4

16 Case bjh11 Doc 776 Filed 08/22/16 Entered 08/23/ Page 16 of 16 Respectfully Submitted, WEIL, GOTSHAL & MANGES LLP /s/ Stephen Youngman Stephen A. Youngman ( ) 200 Crescent Court, Suite 300 Dallas, Texas Telephone (214) Facsimile (214) and- Gary T. Holtzer (pro hac vice) Kelly DiBlasi (pro hac vice) 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Attorneys for Debtors and Debtors in Possession 5