Lexpert Magazine

May 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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LEXPERT MAGAZINE | MAY 2018 11 from the US, have been on the upswing. LEXPERT: What's next for the company? Wall: HNZ has rebranded as Canadian Helicopters Ltd. and will continue to focus on its onshore helicopter services, main- tenance and flight training operations, and servicing its Canadian offshore customers. LEXPERT: What was the most memorable part of working on this deal? Dewart: Aviation transactions always seem to have an exciting aura to them. e fact that this deal also involved the going pri- vate structure, a related-party bidder, the emergence of an unsolicited proposal, multiple financing sources, and a complex plan of arrangement made for a unique and memorable transaction. Mayr: Having had the privilege of working with Don and his management team for many years, it was odd, to say the least, to take instructions solely from the commit- tee of independent directors, as manage- ment had to be walled off from the process in the circumstances. Gray: I have worked in the Canadian and international aviation sectors for more than 30 years, and I am quite well known to be an "aviation junkie." For me, the most memorable part of the deal will be taking great satisfaction in playing a part in the historic combination of the world's great- est helicopter operation with a very suc- cessful Canadian offshore operator. I am also an experienced pilot — although just now working on my transition to helicop- ters — and will always recall how many ap- proaches it took before I could successfully land the HNZ Sikorsky S92 simulator on an offshore platform without bouncing it into the Gulf. Turner: It's always great when everyone can work together and thread the needle to come up with an unconventional structure that gets the deal done. at said, the most memorable moment working on this deal for me was getting to take a tour of PHI's facilities and see a number of their helicop- ters and high-tech control room up close — my kids are still jealous! Auriol Marasco (Blake, Cassels & Graydon LLP, for PHI): e cooperation and collegi- ality from both sides was unprecedented. With such a solid foundation, I have no doubt that the future of this venture will be successful. Given the comradery, it was a pleasure working on this transaction. Also, as a pilot, being able to "geek out" at PHI's facilities and test out HNZ's simulators was pretty fantastic. (For a summary and full list of legal advisors, see "Big Deals," p. 21) Seventy years and counting From humble beginnings as an agricultural sprayer in the orchards of the Okanagan Valley, a helicopter services company founded in 1947 evolved into the largest provider of onshore services in Canada. Here are some key moments in the life of HNZ Group Inc. and Canadian Helicopters Ltd. 1947 1952 1958 1987 2005 2000 2009 2010 2011 2012 2016 2017 2018 Okanagan Air Services Ltd. established in Penticton, BC; operates the first commercially licensed helicopter in Canada Changes name to Okanagan Helicopters Ltd. "Takes off" into new markets such as mining and logging Starts operating internationally; eventually forms partnerships on every continent except Africa Acquired by Canadian Helicopters, changes its name to CHC Helicopter Corp. Canadian Helicopters Income Fund completes initial public offering on the TSX Management led buy- out forms domestic onshore helicopter service provider, retaining the brand of Canadian Helicopters Acquires a 49-per- cent interest in Heli- Welders Canada Ltd., an airframe repair business Acquires (indirectly) Nampa Valley Helicopters, Inc., a helicopter component repair business; increases ownership of Heli-Welders to approximately 80 per cent Converts from an income trust structure to a public corporation named Canadian Helicopters Group Inc. Acquires Helicopters (N.Z.), with operations located in New Zealand, Australia, and Cambodia Announces rebranding and change of corporate name to HNZ Group, Inc. Announces the creation of Acasta HeliFlight Inc., operating in Northern Canada Acquired by President and CEO Don Wall and PHI, Inc. Delists from the TSX on January 3 HNZ re- brands as Canadian Helicopters Ltd., begins phasing out the HNZ brand name ON THE DEAL

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