Approximate date of proposed public offering:

On, or as soon as practicable following, the effective date (the “Effective Date”) under the Second Amended Joint Chapter 11 Plan (as amended or supplemented, the “Plan of Reorganization”) of CHC Group Ltd. and its Affiliated Debtors (as defined in the Plan of Reorganization).  

Helicopter Member Ltd.

Sole Managing Member

Helicopter Company I LLC

27 Hospital Road, George Town

KY1-9008 Cayman Islands

(Name and Address of Agent for Service)

The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application for qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicants.

EXPLANATORY NOTE

This Amendment to Form T-3 (this “ Amendment ”) amends and restates the Application for Qualification of Indentures under the Trust Indenture Act on Form T-3 (File No. 022-29036) (the “ Form T-3 ”) originally filed with the Securities and Exchange Commission on December 23, 2016 (as amended by the Amendment, this “ application ”) and (i) adds additional guarantors as co-Applicants, (ii) attaches certain exhibits previously omitted from the Form T-3 and (iii) updates certain itemized information to the Form T-3.

Except as otherwise set forth herein, the information disclosed in the originally filed Form T-3 (including the exhibits filed therewith and incorporated by reference thereto) remains unchanged.

The following direct and indirect subsidiaries of CHC Group Ltd., an exempted company with limited liability organized under the laws of the Cayman Islands (“ CHC Parent ”), are expected to be guarantors (the “ Guarantors ” and, together with Helicopter Company I LLC, the “ Applicants ”) of 5.0% Senior Unsecured Notes due 2024 (the “ New Notes ”) as of the Effective Date and are co-Applicants on this application.

Table of Co-Applicants

Name of Guarantors

38286 Bermuda Ltd

6922767 Holding S.à r.l.

Capital Aviation Services B.V.

CHC Cayman ABL Parent Ltd.

CHC Cayman Investments I Ltd.

CHC Den Helder B.V.

CHC Global Operations (2008) ULC

CHC Global Operations Canada (2008) ULC

CHC Global Operations International ULC

CHC Helicopter (1) S.à r.l.

CHC Helicopter (2) S.à r.l.

CHC Helicopter (3) S.à r.l.

CHC Helicopter (4) S.à r.l.

CHC Helicopter (5) S.à r.l.

CHC Helicopter Australia Pty Ltd

CHC Helicopter Holding (Cayman) Ltd.

CHC Helicopter Holding S.à r.l.

CHC Helicopter S.A.

CHC Helicopters (Barbados) Limited

CHC Helicopters (Barbados) SRL

CHC Holding (UK) Limited

CHC Holding NL B.V.

CHC Hoofddorp B.V.

CHC Leasing (Ireland) Designated Activity Company

CHC Netherlands B.V.

CHC Norway Acquisition Co AS

Heli-One (Netherlands) B.V.

Heli-One (Norway) AS

Heli-One (U.S.) Inc.

Heli-One (UK) Limited

Heli-One American Support, LLC

Heli-One Canada ULC

Heli-One Holdings (UK) Limited

Heli-One Leasing (Norway) AS

Heli-One Leasing ULC

Heli-One (Poland) Sp. Z.o.o.

Heli-One USA Inc.

Heliworld Leasing Limited

Integra Leasing AS

Lloyd Bass Strait Helicopters Pty Ltd

Lloyd Helicopter Services Limited

Lloyd Helicopter Services Pty Ltd

Lloyd Helicopters International Pty Ltd

Lloyd Helicopters Pty Ltd

Management Aviation Limited

GENERAL

Helicopter Company I LLC (the “ Company ”) is a limited liability company organized under the laws of the Cayman Islands. Upon the Effective Date, the Company will purchase all of the assets of CHC Parent. The form of organization and the state or other sovereign power under the laws of which each co-Applicant is organized are as follows: 

Prior to the Effective Date, the Applicants intend to offer, under the terms and subject to the conditions set forth in the Revised Disclosure Statement for the Plan of Reorganization (as may be amended or supplemented, the “ Disclosure Statement ”) and the accompanying Plan of Reorganization, copies of which are included herein as Exhibits T3E-1 and T3E-2, respectively, an aggregate principal amount of up to $37,500,000 of the New Notes (less the amount of the Convenience Claim Distribution Amount (as defined in the Plan of Reorganization)) to holders of General Unsecured Claims (as defined in the Plan of Reorganization). The New Notes will be issued by the Company, as successor to CHC Parent, pursuant to the indenture to be qualified under this application (the “ Indenture ”), a copy of which will be filed by amendment as Exhibit T3C to this application. The expected terms of the New Notes are described in the term sheet relating to the New Notes as set forth in Section V.M.5 of the Disclosure Statement.

Generally, Section 1145(a)(1) of Title 11 of the United States Code (the “ Bankruptcy Code ”) exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act of 1933, as amended, and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan of reorganization with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a claim against, an interest in, or an administrative expense claim against the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property.

The Applicants believe that the offer of the New Notes under the solicitation of acceptances for the Plan of Reorganization and the exchange of the General Unsecured Claims for the New Notes, together with certain other consideration, under the Plan of Reorganization will satisfy the requirements of Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer and exchange is exempt from the registration requirements referred to above.

AFFILIATIONS

(a) The following list indicates the relationship of the Applicants to each of their respective affiliates as of the date of this Amendment.

Following the Effective Date, certain of the entities described above may be dissolved or converted to limited liability companies in connection with the consummation of the Plan of Reorganization or thereafter.

(b) Certain directors and executive officers of the Applicants may be deemed to be “affiliates” by virtue of their respective positions in such Applicant. See Item 4, “Directors and Executive Officers.”

(c) Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

(a) Directors and Executive Officers of CHC Parent . The following table sets forth the names of and offices held by all directors and executive officers of CHC Parent as of the date of this Amendment. The mailing address and telephone number of each of them is c/o CHC Parent, 190 Elgin Avenue, George Town, KY1-9005 Cayman Islands; telephone number (604) 276-7500.

(b) Directors and Executive Officers of the Guarantors. The names of the executive officers and directors, managers or managing members, as applicable, of the Guarantors as of the date of this Amendment are as set forth on Exhibit 99.1 hereto, which is incorporated herein by reference. The mailing address and telephone number of each of them is c/o CHC Parent, 190 Elgin Avenue, George Town, KY1-9005 Cayman Islands; telephone number (604) 276-7500.

(c) Directors and Executive Officers of the Applicants on the Effective Date . On the Effective Date, it is expected that a slate of new directors will be appointed for the Company pursuant to the Plan of Reorganization, which slate may consist of new and current directors. On the Effective Date, it is expected that the Executive Officers of the Company will be the same as the Executive Officers of CHC Parent on the date hereof. It is also expected that the Directors and Executive Officers of the Guarantors will remain the same as on the date hereof.

(a) Ten percent owners of CHC Parent. The following table sets forth the entities holding more than 10% of CHC Parent’s ordinary shares as of November 30, 2016.

(b) Ten percent owners of the Guarantors. The names of the entities holding more than 10% of voting securities of the Guarantors as of November 30, 2016 are set forth on Exhibit 99.2 hereto, which is incorporated herein by reference. The mailing address and telephone number of each of them is c/o CHC Parent, 190 Elgin Avenue, George Town, KY1-9005 Cayman Islands; telephone number (604) 276-7500.

(c) Ten percent owners as of the Effective Date . Following the Effective Date, it is expected that certain holders of claims under the Senior Secured Notes (as defined in the Plan of Reorganization) may receive 10% or more of a class of the Company’s voting securities pursuant to the Plan of Reorganization.

UNDERWRITERS

(a) On January 16, 2014, J.P. Morgan Securities, LLC, Barclays Capital Inc., UBS Securities LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Standard Bank Plc, Cormark Securities (USA) Limited, Cowen and Company, LLC, Raymond James & Associates, Inc., Simmons & Company International and Tudor, Pickering, Holt & Co. Securities, Inc. acted as underwriters in the initial public offering of 1,033,333 ordinary shares of CHC Parent (after giving effect to CHC Parent’s 30:1 reverse share split in December 2015). Other than as set forth in the previous sentence, no person has acted as a principal underwriter of the securities of CHC Parent or the Applicants outstanding as of the date of this Amendment. The address for each of the aforementioned underwriters is c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 and c/o Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019.

(b) No person is acting, or has proposed to act, as a principal underwriter of the New Notes proposed to be offered pursuant to the Indenture.

CAPITAL SECURITIES

(a)

(i) The following table sets forth information with respect to each authorized class of securities of CHC Parent as of November 30, 2016.

(ii) The information with respect to each authorized class of securities of the Guarantors as of November 30, 2016 is set forth in the capitalization table attached to this application as Exhibit 99.1 hereto, which is incorporated herein by reference. Each authorized class of securities of the Guarantors is expected to continue following the Effective Date.

(b)

(i) Holders of Redeemable Convertible Preferred Shares of CHC Parent will vote at all shareholders meetings together with, and as part of one class with the Ordinary Shares, provided that the Redeemable Convertible Preferred Shares of any one holder and its affiliates (together with any votes of such holder and its affiliates in respect of any previously issued Ordinary Shares upon conversion of Redeemable Convertible Preferred Shares ) will not represent more than 49.9% of the total number of votes. In addition, the prior written consent of the holders of a majority of the Redeemable Convertible Preferred Shares will be required to, among other things, (i) create, or issue additional, equity or convertible securities other than voting or non-voting Ordinary Shares or (ii) enter into a debt agreement restricting the payment of dividends or a distribution by the issuance of Redeemable Convertible Preferred Shares or the conversion of Redeemable Convertible Preferred Shares into Ordinary Shares.

Holders of ordinary shares are entitled to cast one vote for each share on all matters submitted to a vote of shareholders, including the election of directors.

As soon as reasonably practicable following the Effective Date, CHC Parent will be liquidated or voluntarily struck-off. Holders of Redeemable Convertible Preferred Shares and Ordinary Shares of CHC Parent will not receive or retain any property under the Plan of Reorganization on account of such equity securities.

On the Effective Date, the Company’s capital structure will consist of New Second Lien Convertible Notes (as defined in the Plan of Reorganization), the New Notes and New Membership Interests (as defined in the Plan of Reorganization).

(ii) Except as otherwise set forth in such Guarantor’s governing document, or with respect to the Guarantors, holders of membership interests of each Guarantor that is a limited liability company are entitled to one vote per unit of limited liability company membership interest and holders of ordinary shares of each Guarantor that is a corporation are entitled to one vote per share and vote as a single class.

INDENTURE SECURITIES

The New Notes will be subject to the Indenture to be entered into among the Applicants and a trustee to be identified by amendment hereof (the “ Trustee ”). The following is a general description of certain provisions of the Indenture, and the description is qualified in its entirety by reference to the form of Indenture to be filed by amendment as Exhibit T3C herewith. The Applicants have not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change before it is executed.

The Indenture will contain certain customary events of default, including: (1) default for 30 days in the payment when due of interest on, or with respect to, the New Notes, (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the New Notes, (3) failure to comply with any other covenants or agreements related to the New Notes, subject to any applicable notice and cure period as provided for in the Indenture, (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed (other than aircraft leases) by the Company or any of its Significant Subsidiaries or any group of the Company’s Restricted Subsidiaries (as such terms are defined in the Indenture) that taken as a whole would constitute a Significant Subsidiary of the Company (or the payment of which is guaranteed by an Company or any of the Company’s Restricted Subsidiaries), whether such indebtedness or guarantee now exists, or is created after the issue date (but excluding indebtedness owing to the Company or a Restricted Subsidiary of the Company), if that default (a) is caused by a failure to pay principal on such indebtedness prior to the expiration of the grace period provided in such indebtedness following the stated maturity of such indebtedness (a “Payment Default”); or (b) results in the acceleration of such indebtedness prior to its stated maturity, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $ million or more; (5) failure to pay final and nonappealable judgments in excess of $ million, subject to a cure period as provided for in the Indenture, (6) any guarantee by the Guarantors is held to be unenforceable or invalid, or is disaffirmed by any Guarantor and (7) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any of its significant subsidiaries (as defined under Regulation S-X).

The trustee may withhold from holders of the New Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium.

The New Notes will be signed by one or more officers of the Company. No New Note will be entitled to any benefit under the Indenture unless it bears a certificate of authentication executed by the Trustee in manual or facsimile signature. The Trustee may appoint an authenticating agent.

The Company will not receive any proceeds from the issuance of the New Notes pursuant to the Plan of Reorganization.

Not applicable.

The Indenture will be discharged and will cease to be of further effect as to all outstanding New Notes under the Indenture if (i)(1) all the New Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation or (2) all the New Notes not theretofore delivered to the Trustee for cancellation have become due and payable, and the Company has deposited with the Trustee or delivered to the holders of the New Notes amounts of consideration sufficient to satisfy the Company’s obligations under the Indenture and pay all other sums due and payable under the Indenture by the Company with respect to the New Notes; and (ii) the Company has delivered to the Trustee an officer’s certificate stating that all conditions precedent to satisfaction and discharge have been satisfied.

The Company is required to deliver to the Trustee within 120 days after the end of each fiscal year of the Company an officers’ certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under the Indenture and, if so, specifying each such failure and the nature thereof. The Company is required to deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any event of default or default, an officers’ certificate setting forth the details of such event of default or default, its status and the action that the Company is taking or proposing to take in respect thereto.

Other than the Applicants, no other person is an obligor with respect to the New Notes.

Contents of amendment . This Amendment comprises:

(a) Pages numbered 1 through 10, consecutively.

(b) The statement of eligibility and qualification on Form T-1 of the Trustee under the Indenture to be qualified (to be filed by amendment as Exhibit 25.1).

(c) The exhibits listed on the Index to Exhibits attached hereto in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Helicopter Company I LLC, a limited liability company organized and existing under the laws of the Cayman Islands, has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in George Town, Cayman Islands on the 30th day of December, 2016.

SIGNATURE

Know all men by these presents, that each person whose signature appears below hereby constitutes and appoints Karl S. Fessenden and Hooman Yazhari and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this application and any and or all amendments to this application, and to file the same, with all exhibits thereto, and all other documents in connection therewith, to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Trust Indenture Act of 1939, the Guarantors have duly caused this Amendment to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in George Town, Cayman Islands on the 30th day of December, 2016.

Pursuant to the requirements of the Trust Indenture Act of 1939, the Guarantors have duly caused this Amendment to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in George Town, Cayman Islands on the 30th day of December, 2016.