First Reserve Acquires CHC Helicopter for $3.7B

CHC Helicopter Corporation, the world's largest provider of helicopter services to the global offshore oil and gas industry, was acquired on September 16, 2008 by a fund managed by First Reserve Corporation, a leading private equity firm specializing in the energy industry. The all-cash transaction, which valued the company at an adjusted enterprise value of $3.7 billion, is the largest-ever buyout in the oilfield services industry.

Under the terms of the transaction, an affiliate of the First Reserve fund acquired all the outstanding Class A Subordinate Voting Shares and all the outstanding Class B Multiple Voting Shares of CHC for $32.68 per share for an aggregate consideration of approximately $1.5 billion. The transaction was completed through a statutory plan of arrangement under the provisions of the Canada Business Corporations Act. The estate of the late Craig L. Dobbin, which beneficially held approximately 62.7 per cent of the voting rights of CHC, entered into an agreement with the purchaser to vote the shares of CHC owned by the estate in favour of the transaction and otherwise support its completion, subject to the terms and conditions of such agreement.

First Reserve was represented in the US by Simpson Thacher & Bartlett LLP with a team that included William Curbow, Christopher May and Sinead O'Shea. First Reserve was represented by Blake, Cassels & Graydon LLP in Canada with a team led by Michael Gans, Shlomi Feiner, Jamie Koumanakos, Cynthia Sargeant, Sophia Javed and Michael Smith (corporate/M&A); Jeffrey Trossman and Paul Stepak (tax); Jeremy Forgie, Deron Waldock and Natasha Himer (pensions); Nathan Cheifetz and Aimee Yee (banking); and Jason Gudofsky and Micah Wood (regulatory). First Reserve was represented in the United Kingdom by Slaughter and May with a team led by Christopher Saul and Philippe Chappatte.

CHC's in-house team was led by Martin Lockyer, vice president, legal services and corporate secretary. CHC was represented by Ogilvy Renault LLP with a team led by Terence S. Dobbin, Pierre Dagenais, Paul Fitzgerald, Soma Choudhury and Kevin McPhee (corporate/M&A); Adrienne Oliver and Barry Segal (tax); Dany Assaf, Paul Feuer and Sarah McLean (regulatory); Andrew Welsh (banking); and Michael Brown (litigation).

CHC was represented in the US by DLA Piper USA LLP with a team that included Christopher Paci, Jamie Knox and Nia Brown.

The estate of the late Craig L. Dobbin was represented by Osler, Hoskin & Harcourt LLP with a team that included, in Canada, Robert Yalden and Christopher Main (corporate/M&A), François Auger and Alain Fournier (tax), and, in the US, Kevin Cramer and Sachin Davé (corporate/M&A).