CHC Helicopter Completes Note Offering

On April 27, 2004, CHC Helicopter Corp. completed a US$250 million offering of its 73/8 per cent senior subordinated notes due 2014 by way of a 144A offering in the US and a private placement in Canada. The net proceeds of the offering were used to settle CHC Helicopter’s tender offer and related consent solicitation in respect of its outstanding €94.3 million 113/4 per cent senior subordinated notes due 2007 and to refinance or repay existing indebtedness. The offering will be followed by an exchange offer by CHC Helicopter for substantially identical notes registered with the US Securities and Exchange Commission. Merrill Lynch & Co. acted as sole book-running manager and Scotia Capital (USA) Inc. acted as joint-lead manager.

CHC Helicopter was represented in Canada by Martin Lockyer and Greg Connors of Patterson Palmer and by Ogilvy Renault, with a team that included Terence Dobbin, Dawn Whittaker and Adrienne Oliver (tax), Andrew Welsh and Pierre Dagenais; and in the US by Shearman & Sterling, with a team that included Christopher Paci, Steven McKoen, Sheila Zachman and Corey Reis.

Merrill Lynch & Co. and Scotia Capital were represented in Canada by Davies Ward Phillips & Vineberg, with a team that included Patricia Olasker, Kenneth Klassen, Rosemary Newman, Brett Seifred and John Zinn, and Siobhan Monaghan (taxation); and in the US by Cahill Gordon & Reindel, with a team that included Luis Penalver, Alex Zeltser and Regan Fad.