UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 1416, 2017

CHC GROUP LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-36261	98-0587405
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	190 Elgin Avenue George Town, KY1-9005 Cayman Islands
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (604) 276-7500

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 obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~☐ ~~8.01~~Soliciting ~~Other~~material ~~Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On☐ ~~March 14, 2017, CHC Group Ltd. posted a statement on its website regarding an accident involving one of their S~~Pre-92commencement ~~search~~communications ~~and~~pursuant ~~rescue aircraft off the west coast of Ireland. It is too early~~ to ~~determine~~Rule ~~the~~14d-2(b) ~~impact~~under of the ~~incident~~Exchange onAct ~~the~~(17 ~~Company’s~~CFR ~~results of operations or financial condition~~240. ~~A copy of the statement is filed as Exhibit 99.1 hereto and is incorporated by reference herein.~~14d-2(b))

~~Cautionary~~☐ ~~Note~~Pre-commencement ~~Regarding~~communications ~~Forward~~pursuant to Rule 13e-~~Looking Statements~~4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~This Form 8-K, accompanying exhibits, and other statements that~~Item ~~we may make, contain forward-looking statements~~8.01 ~~Forward-looking~~Other statements are statements that are not historical facts and include statements about our future financial condition and future business plans and expectations, the effect of, and our expectations with respect to, the operation of our business, adequacy of financial resources and commitments and operating expectations following our emergence from Chapter 11. Such forward-looking statements are based upon the current beliefs and expectations of our management, but are subject to risks and uncertainties, which could cause actual results and/or the timing of events to differ materially from those set forth in the forward-looking statements, including, among others: our ability to operate profitably after emerging from Chapter 11 will depend on increasing our revenue, lowering our costs, and obtaining sufficient financing or other capital to operate successfully; we have substantial liquidity needs and may not be able to obtain any equity or debt financings in the capital markets on terms that are attractive or at all in the event that the cash proceeds from the issuance and sale of second-lien convertible notes pursuant to the rights offering under the Plan, together with the additional asset based financing commitments from The Milestone Aviation Group Limited and its affiliates, are insufficient to meet our liquidity needs; we may be subject to claims that remain disputed even after emergence from Chapter 11 or will not be discharged in the Chapter 11 proceedings; we have rejected and abandoned a significant portion of our helicopter fleet through our Chapter 11 proceedings, which may result in an inability to quickly respond to new opportunities and a significant loss of market share and profit margins; our consolidated financial statements going forward will be prepared on the basis of “fresh-start” accounting and thus may not be comparable with our historical consolidated financial statements; we have a history of net losses; our substantial level of indebtedness, operating lease commitments, purchase and other commitments could materially adversely affect our ability to fulfill our obligations under our debt agreements, our ability to react to changes in our business and our ability to incur additional debt to fund future needs; all flights with the aircraft type H225 and AS332 L2 have been temporarily grounded which may cause a material and adverse impact to our financial viability; operating helicopters involves a degree of inherent risk and we are exposed to the risk of losses from safety incidents; if we are unable to mitigate potential losses through a robust safety management and insurance coverage program, our financial condition would be jeopardized in the event of a safety or other hazardous incident; failure to maintain standards of acceptable safety performance could have an adverse impact on our ability to attract and retain customers and could adversely impact our reputation, operations and financial performance; our operations are largely dependent upon the level of activity in the offshore oil and gas industry; the oil and gas industries on which we are largely dependent are suffering through a severe downturn, resulting in significant negative impact on demand for our services, and no assurance can be given that the downturn will not continue to be prolonged; many of the markets in which we operate are highly competitive, and if we are unable to effectively compete, it may result in a loss of market share or a decrease in revenue or profit margins; we rely on a limited number of large offshore helicopter support contracts with a limited number of customers. If any of these are terminated early or not renewed, our revenues could decline; negative publicity may adversely impact us; our fixed operating expenses and long-term contracts with customers could adversely affect our business under certain circumstances; we depend on a small number of helicopter manufacturers and any safety issues can severely limit our ability to continue operating helicopters already in our fleet; we depend on a limited number of third-party suppliers for helicopter parts and subcontract services; restructuring of our operations and organizational structure may lead to significant costs; our business requires substantial capital expenditures, lease and working capital financing, which we are currently blocked from accessing through the capital markets and banks. Any further deterioration of current industry or business conditions or the capital and banking markets generally could adversely impact our business, financial condition and results of operations; we rely on the secondary used helicopter market to dispose of our older helicopters and parts due to our ongoing fleet modernization efforts; our operations are subject to extensive regulations which could increase our costs and adversely affect us; our maintenance, repair and overhaul (MRO) business, Heli-One, could suffer if licenses issued by original equipment manufacturers (OEMs) and/or governmental authorities are not renewed or we cannot obtain additional licenses; we derive significant revenue from non-wholly owned variable interest entities. If we are unable to maintain good relations with the other owners of such non-wholly owned entities, our business, financial condition or results of operations could be adversely affected; our operations may suffer due to political, regulatory, commercial and economic uncertainty; our business in countries with a history of corruption and transactions with foreign governments increases the compliance risks associated with our international activities; we are subject to extensive federal, state, local and foreign environmental, health and safety laws, rules, regulations and ordinances that could have an adverse impact on our business; we are subject to many different forms of taxation in various jurisdictions throughout the world, which could lead to disagreements with tax authorities regarding the application of tax laws; the offshore helicopter services industry is cyclical; we are exposed to foreign currency risks; our failure to hedge exposure to fluctuations in foreign currency exchange rates effectively could unfavorably affect our financial performance; we are exposed to credit risks; our customers may seek to shift risk to us; if oil and gas companies undertake cost reduction methods, there may be an adverse effect on our business; reductions in spending on helicopter services by government agencies could lead to modifications of search and rescue (SAR) and emergency medical services (EMS) contract terms or delays in receiving payments, which could adversely impact our business, financial condition and results of operations; failure to develop or implement new technologies and disruption to our systems could affect our results of operations; we rely on information technology, and if we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted and our business could be negatively affected; the loss of key personnel could affect our growth and future success; labor problems could adversely affect us; if the assets in our defined benefit pension plans are not sufficient to meet the plans' obligations, we could be required to make substantial cash contributions and our liquidity could be adversely affected; adverse results of legal proceedings could materially and adversely affect our business, financial condition or results of operations; the issued and outstanding ordinary shares of the Company have no value; the Company has not paid dividends on our ordinary shares historically and Reorganized CHC may not pay any cash distributions on its common units in the future; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended April 30, 2016. The Company's filings with the Securities and Exchange Commission are available at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. No assurances can be given that our emergence from Chapter 11 will ultimately be successful or that we will succeed in strengthening our balance sheet or increase our financial flexibility. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.Events

~~Item~~CHC Group Ltd. (the “Company”) intends to file on March 16, 2017 a Form 15 notice with the Securities and Exchange Commission (the “SEC”) to deregister its ordinary shares and preference shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Act”), and suspend the duty to file reports under Section 13(a) or 15(d) of the Act in respect of those equity securities. The Company and certain of its subsidiaries also intend to file additional Form 15 notices with the SEC on March 16, 2017 to suspend the duty to file reports under Section 13(a) or 15(d) of the Act in respect of the outstanding 9.0125% ~~Financial~~Senior ~~Statements~~Secured Notes due 2020 and ~~Exhibits~~the 9.375% Senior Notes due 2021. The Company is eligible to deregister its ordinary shares and preference shares and suspend reporting by filing a Form 15 under Section 12(g) and 15(d) of the Act because the Company has fewer than 300 holders of record of its ordinary shares and preference shares. The Company and its relevant subsidiaries are eligible to suspend the duty to file reports under Section 13(a) or 15(d) of the Act because there are fewer than 300 holders of record of each of the referenced series of notes.

Upon the filing of the Form 15 notices, the Company’s and its subsidiaries’ obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) or 15(d) ~~Exhibits~~of the Act will be suspended immediately. The deregistration under Section 12(g) of the Act is expected to be effective 90 days after the filing of the applicable Form 15 at which time the Company’s other filing requirements under Section 13(a) or 15(d) of the Act will terminate.

99The Company’s ordinary shares are currently traded on the OTC Pink Market operated by the OTC Markets Group.1 ~~Statement~~Following the suspension of the Company’s obligation to file periodic reports, the Company anticipates its ordinary shares may continue to trade on the OTC Pink Market for a limited period, contingent upon market makers’ demonstrating continued interest in trading in the Company’s ordinary shares. However, there is no assurance that trading in the Company's ordinary shares will continue on the OTC Pink Market or any other securities exchange or quotation medium. The Company’s ordinary shares will be cancelled and will have no value following the effectiveness of the Company’s chapter 11 plan of reorganization.

~~SIGNATURES~~In connection with the foregoing, among other things, the Company filed a post-effective amendment to its Registration Statement on Form S-8, removing from registration any unsold ordinary shares thereunder.

~~Pursuant~~The decision toof the ~~requirements~~Company’s Board of Directors to deregister the ~~Securities~~shares ~~Exchange~~and ~~Act~~suspend the duty to file reports under Section 13(a) or 15(d) of ~~1934~~the Act in respect of the shares and each of the referenced series of notes was based on the consideration of numerous factors, including (i) the ~~registrant~~costs, ~~has~~both ~~duly~~direct ~~caused~~and ~~this~~indirect, incurred by the Company each year in connection with preparing and filing periodic reports with the SEC, (ii) the benefits of permitting senior management of the Company to spend less time on report preparation, which will allow them to devote full time and attention to the Company’s strategy and operations, (iii) the substantial costs and expected further substantial increase in accounting, legal and other costs associated with remaining a registered public company in light of the requirements of SEC rules, (iv) the Company’s outstanding equity and debt securities will be ~~signed~~cancelled onand ~~its~~have ~~behalf~~no byvalue following the ~~undersigned~~effectiveness ~~hereunto~~of ~~duly~~the ~~authorized~~Company’s chapter 11 plan of reorganization and (v) the possible effects of the public disclosure of information relating to the Company’s business and operations to competitors.

	CHC Group Ltd.
March 15, 2017	By:	/s/ Hooman Yazhari
		Name: Hooman Yazhari
		Title: Senior Vice President, Legal and Administration

SIGNATURES

~~Exhibit~~Pursuant to ~~Index~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
	CHC Group Ltd.
99.1		Statement
March 16, 2017	By:	/s/ Hooman Yazhari
		Name: Hooman Yazhari
		Title: Senior Vice President, Legal and Administration

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