Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 1 of 11 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. 16 31854 (BJH) Debtors. (Jointly Administered) ------------------------------------------------------- x NOTICE OF FILING OF STIPULATION AND AGREED ORDER REGARDING CLAIMS OF PRATT & WHITNEY CANADA CORP. AND PRATT & WHITNEY COMPONENT SOLUTIONS PLEASE TAKE NOTICE that on May 2, 2017, the Court entered the Order Approving Debtors Motion for Approval of Procedures For (I) Omnibus Claims Objections, (II) Settlement of Claims and (III) for Notifying Claimants of Such Objections [Docket No. 1934] (the Claims Objections Procedures Order ). PLEASE TAKE FURTHER NOTICE that Pursuant to the Claims Objections Procedures Order, the Debtors are authorized, among other things, to settle any and all Claims asserted against the Debtors without notice to or approval by any party other than the Court whenever the aggregate amount to be allowed for an individual claim is less than or equal to five million dollars ($5,000,000). PLEASE TAKE FURTHER NOTICE that, subject to Court approval, the Debtors, Pratt & Whitney Canada Corp. and Pratt & Whitney Component Solutions have agreed to the attached Stipulation and Agreed Order, which settles the amount and classification of Pratt & Whitney Canada Corp. s, Pratt & Whitney Component Solutions, and Pratt & Whitney Component Repairs claims.
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 2 of 11 PLEASE TAKE FURTHER NOTICE that the Debtors hereby respectfully request that the Court enter the attached Stipulation and Agreed Order at its earliest convenience. Dated Dallas, Texas January 11, 2018 By /s/ Stephen A. Youngman WEIL, GOTSHAL & MANGES LLP Stephen A. Youngman (22226600) 200 Crescent Court, Suite 300 Dallas, Texas 75201 Telephone (214) 746-7700 Facsimile (214) 746-7777 Email stephen.youngman@weil.com -and- Gary T. Holtzer (pro hac vice) Kelly DiBlasi (pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone (212) 310-8000 Facsimile (212) 310-8007 Email gary.holtzer@weil.com kelly.diblasi@weil.com Attorneys for Debtors and Reorganized Debtors 2
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 3 of 11 EXHIBIT B Stipulation and Agreed Order
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 4 of 11 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. 16 31854 (BJH) Debtors. (Jointly Administered) ------------------------------------------------------- x STIPULATION AND AGREED ORDER REGARDING CLAIMS OF PRATT & WHITNEY CANADA CORP. AND PRATT & WHITNEY COMPONENT SOLUTIONS CHC Group Ltd. and its above-captioned debtor affiliates, as reorganized debtors (collectively, the Debtors ), 1 Pratt & Whitney Canada Corp. ( P&W Canada ), and Pratt & Whitney Component Solutions ( P&W Component Solutions, and together with P&W Canada, collectively, P&W, and collectively with the Debtors, the Parties ) hereby stipulate and agree as follows RECITALS A. 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. On March 3, 2017, the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Debtors Fourth Amended Joint Chapter 11 Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code [Docket No. 1794] confirming the Debtors Fourth Amended Joint 1 On December 14, 2017, the Bankruptcy Court entered the Final Decree Closing Certain of the Chapter 11 Cases [Docket No. 2231], closing twenty-four (24) of the Debtors chapter 11 cases. A list of Debtors in these chapter 11 cases, including the closed chapter 11 cases, along with the last four digits of each Debtors federal tax identification number, where available, is annexed hereto as Exhibit A.
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 5 of 11 Chapter 11 Plan of CHC Group Ltd. and Its Affiliated Debtors [Docket No. 1701] (the Plan ). 2 On March 24, 2017, the Plan became effective. B. The Debtors chapter 11 cases are consolidated for procedural purposes only and are being jointly administered under Case No. 16-31854 (BJH) (the Chapter 11 Cases ) pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rule 1015-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas [Docket No. 52]. C. On May 2, 2017, the Court entered the Order Approving Debtors Motion for Approval of Procedures For (I) Omnibus Claims Objections, (II) Settlement of Claims and (III) for Notifying Claimants of Such Objections [Docket No. 1934] (the Claims Objections Procedures Order ). D. Pursuant to the Claims Objections Procedures Order, the Debtors are authorized, among other things, to settle any and all Claims asserted against the Debtors without notice to or approval by any party other than the Court whenever the aggregate amount to be allowed for an individual claim is less than or equal to five million dollars ($5,000,000). E. The Debtors submit that the settlement outlined in this Stipulation and Agreed Order is fair and equitable, represents a prudent exercise of the Debtors business judgment, and falls within the range of reasonableness. The resolution resolves complex issues that would have been expensive and time consuming to litigate, and this Stipulation and Agreed Order confers a significant economic benefit on the Debtors, their estates, and their creditors. F. On August 26, 2016, P&W Canada filed a proof of claim (claim number 590) asserting claims totaling $888,855.68 against Debtor Heli-One Norway AS 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Claims Objections Procedures Order. 2
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 6 of 11 ( Claim 590 ). G. On August 26, 2016, P&W Canada filed a proof of claim (claim number 801) asserting claims totaling $136,090.05 against Debtor Heli-One Canada ULC ( Claim 801 ). H. On October 10, 2016, P&W Canada filed a proof of claim (claim number 1150) amending Claim 590 and asserting claims totaling $213,719.52 against Debtor Heli-One Norway AS ( Claim 1150 ). I. On October 6, 2016, P&W Canada filed a proof of claim (claim number 1154), duplicating Claim 1150 and asserting claims totaling $213,719.52 against Debtor Heli-One Norway AS ( Claim 1154 ). J. On August 26, 2016, P&W Component Solutions filed a proof of claim (claim number 798) asserting claims totaling $17,829.00 against Debtor Heli-One (Norway) AS ( Claim 798 ). K. On August 26, 2016, P&W Component Solutions filed a proof of claim (claim number 799) asserting claims totaling $20,225.23 against Debtor Heli-One Canada ULC ( Claim 799 ). L. On August 26, 2016, P&W Component Solutions filed a proof of claim (claim number 802) asserting claims totaling $17,829.00 against Debtor Heli-One Leasing (Norway) AS ( Claim 802, and together with Claim 590, Claim 801, Claim 1150, Claim 1154, Claim 798, and Claim 799, the P&W Claims ). M. On August 24, 2017, the Debtors paid $172,780.51 to P&W Canada and $12,751.23 to P&W Component Solutions on account of the undisputed portion of the P&W Claims entitled to administrative priority under section 503(b)(9) of the Bankruptcy Code. 3
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 7 of 11 N. The Debtors, and P&W Canada, having reviewed their books and records, agree that AGREED ORDER 1. The Parties, having reviewed their books and records, have agreed that upon the Effective Date (as defined below) of this Stipulation Agreement, in full and complete satisfaction of the P&W Claims (i) (ii) (iii) Claim 590 shall be expunged. Claim 1154 shall be expunged. P&W Canada shall have an Allowed Convenience Claim in Class 8 under the Plan of $67,466.03 against Heli-One (Norway) AS on account of Claim 1150. (iv) P&W Canada shall have an Allowed Convenience Claim in Class 8 under the Plan of $100,000.00 against Heli-One Canada ULC on account of Claim 801. (v) P&W Component Solutions shall have an Allowed Convenience Claim in Class 8 under the Plan of $1,370.00 against Heli-One (Norway) AS on account of Claim 798. (vi) P&W Component Solutions shall have an Allowed Convenience Claim in Class 8 under the Plan of $11,380.23 against Heli-One Canada ULC on account of Claim 799. 2. The Effective Date shall mean the date this Stipulation and Agreed Order has been duly executed by all Parties and approved by the Court, at which time the Stipulation and Agreed Order shall become effective, final, and binding on the Parties. 4
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 8 of 11 3. Any distributions on account of the P&W Claims shall be governed by the Plan. 4. The claims agent in the Debtors chapter 11 cases is authorized to adjust the claims register in accordance with this Stipulation Agreement. 5. This Stipulation and Agreed Order may not be modified, amended, or vacated other than by a signed writing executed by the Parties. 6. This Stipulation and Agreed Order is and shall be binding on the Parties and their successors and assigns. 7. This Court shall retain exclusive jurisdiction to interpret, implement, and enforce the provisions of this Stipulation and Agreed Order. ### END OF ORDER ### 5
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 9 of 11 Dated January 11, 2018 /s/ Stephen A. Youngman WEIL, GOTSHAL & MANGES LLP Stephen A. Youngman (22226600) 200 Crescent Court, Suite 300 Dallas, Texas 75201 Telephone (214) 746-7700 Facsimile (214) 746-7777 Email stephen.youngman@weil.com -and- Gary T. Holtzer (pro hac vice) Kelly DiBlasi (pro hac vice) 767 Fifth Avenue New York, New York 10153 Telephone (212) 310-8000 Facsimile (212) 310-8007 Email gary.holtzer@weil.com kelly.diblasi@weil.com Attorneys for Debtors and Reorganized Debtors [Signature Page to Pratt & Whitney Stipulation]
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 10 of 11 Dated January 11, 2018 /s/ Daniel J. Carragher DAY PITNEY LLP Daniel J. Carragher One International Place Boston, MA 02110 Telephone (617) 345-4638 Facsimile (617) 607-9202 Email djcarragher@daypitney.com Counsel for Pratt & Whitney Canada Corp. and Pratt & Whitney Component Solutions [Signature Page to Pratt & Whitney Stipulation]
Case 16-31854-bjh11 Doc 2256 Filed 01/11/18 Entered 01/11/18 110845 Page 11 of 11 Debtor Open Cases Last Four Digits of Federal Tax I.D. No. EXHIBIT A Debtors Debtor Closed Cases Last Four Digits of Federal Tax I.D. No. CHC Group Ltd. 7405 Capital Aviation Services B.V. 2415 6922767 Holding SARL 8004 CHC Cayman ABL Borrower Ltd. 5051 CHC Global Operations (2008) ULC 7214 CHC Cayman ABL Holdings Ltd. 4835 CHC Global Operations Canada (2008) ULC 6979 CHC Cayman Investments I Ltd. 8558 CHC Global Operations International ULC 8751 CHC Den Helder B.V. 2455 CHC Helicopter (1) S.à r.l. 8914 CHC Helicopter (2) S.à r.l. 9088 CHC Helicopter Australia Pty Ltd 2402 CHC Helicopter (3) S.à r.l. 9297 CHC Helicopter Holding S.à r.l. 0907 CHC Helicopter (4) S.à r.l. 9655 CHC Helicopter S.A. 6821 CHC Helicopter (5) S.à r.l. 9897 CHC Helicopters (Barbados) Limited 7985 CHC Holding NL B.V. 6801 CHC Helicopters (Barbados) SRL N/A CHC Hoofddorp B.V. 2413 CHC Leasing (Ireland) Limited CHC Holding (UK) Limited 2198 (n/k/a CHC Leasing (Ireland) Designated 8230 Activity Company) Heli-One (Netherlands) B.V. 2414 CHC Netherlands B.V. 2409 Heli-One (Norway) AS 2437 CHC Norway Acquisition Co AS 6777 Heli-One (U.S.) Inc. 9617 Heli-One (UK) Limited 2451 Heli-One Canada ULC 8735 Heli-One Holdings (UK) Limited 6780 Heli-One Leasing (Norway) AS 2441 Heliworld Leasing Limited 2464 Heli-One Leasing ULC N/A Integra Leasing AS 2439 Heli-One USA Inc. 3691 Lloyd Bass Strait Helicopters Pty. Ltd. 2398 Lloyd Helicopter Services Limited 6781 Lloyd Helicopter Services Pty. Ltd. 2394 Lloyd Helicopters International Pty. Ltd. 2400 Lloyd Helicopters Pty. Ltd. 2393 Management Aviation Limited 2135