UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 13, 2010
PHI, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Louisiana
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0-9827
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72-0395707 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 2001 SE Evangeline Thruway, Lafayette, Louisiana
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70508 |
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(Zip Code) |
Registrant’s telephone number, including area code: (337) 235-2452
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On September 13, 2010, we entered
into a Second Amendment (the “Second
Amendment”) to our Amended and
Restated Loan Agreement dated March
31, 2008 with Air Evac Services,
Inc., PHI Tech Services, Inc. and
International Helicopter Transport,
Inc., as subsidiary guarantors, and
Whitney National Bank, as lender (as
amended, the “Loan Agreement”). The
Second Amendment permits (i) the
tender offer and consent
solicitation for any or all of our
$200 million aggregate principal
amount 7.125% senior notes due 2013 and the other transactions
contemplated thereby,
as more fully described in our
Current Report on Form 8-K filed
September 10, 2010 and (ii) our offering of $300
million aggregate principal amount
of senior notes due 2018 in a
private offering and the other transactions
contemplated thereby, as more fully
described in our Current Report on
Form 8-K filed on September 14, 2010.
In addition, the Second Amendment
(i) extends the term of our Loan
Agreement from September 1, 2011 to
September 1, 2012 and (ii) increases
the consolidated net worth
requirement contained in Paragraph
C(11) of the Loan Agreement from
$425 million to $450 million
effective as of September 1, 2010.