PHIG / PHI Group, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

May 23, 2025

May 23, 2025 VIA EDGAR Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.

As filed with the Securities and Exchange Commission on March 28, 2024

Table of Contents As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

Retention Bonus Agreement Amendment by and between PHI Group, Inc. and Paul Julander dated January 19, 2024.

Exhibit 10.22 RETENTION BONUS AGREEMENT AMENDMENT THIS RETENTION BONUS AGREEMENT AMENDMENT (this “Agreement”) is made and entered into this 19 day of January, 2024, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for certain bonus payments made by the Company to the Employee. WHEREAS

Compensation Agreement Amendment by and between PHI Group, Inc and James Hinch dated January 25, 2024.

Exhibit 10.23 COMPENSATION AGREEMENT AMENDMENT THIS COMPENSATION AGREEMENT AMENDMENT (this “Agreement”) is made and entered into this 25 day of January, 2024, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for certain bonus payments made by the Company to the Employee. WHEREAS, Empl

Retention Bonus Agreement, dated as of May 23, 2023, by and between PHI Group, Inc. and Paul Julander.

Exhibit 10.23 RETENTION BONUS AGREEMENT THIS RETENTION BONUS AGREEMENT (this “Agreement”) is made and entered into this [23 ] day of May, 2023, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for certain bonus payments made by the Company to the Employee. The Company’s offer of this

Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated November 1, 2023.

Exhibit 10.20 LEASE OF LAND AND IMPROVEMENTS 2001 S.E. EVANGELINE THRUWAY, LAFAYETTE, LOUISIANA LAFAYETTE REGIONAL AIRPORT by and between LAFAYETTE AIRPORT COMMISSION and PHI AVIATION, LLC STATE OF LOUISIANA PARISH OF LAFAYETTE This Lease of Land and Improvements (“Lease”) is entered into by and between: LAFAYETTE AIRPORT COMMISSION, a body politic, domiciled in the Parish of Lafayette, Louisiana,

As filed with the Securities and Exchange Commission on December 18, 2023

Table of Contents As filed with the Securities and Exchange Commission on December 18, 2023 Registration No.

Separation and General Release Agreement, dated as of May 19, 2023, by and between David Motzkin and PHI Group, Inc.

Exhibit 10.22 SEPARATION AND GENERAL RELEASE AGREEMENT This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of May [19], 2023 (the “Agreement Date”), sets forth the agreement by and between David Motzkin (“Employee”) and PHI Group, Inc. (“PHI” or the “Company”) (each, a “party” and together, the “parties”) concerning the parties’ mutual understanding regarding the cessation o

Form of Director and Executive Officer Indemnification Agreement.

Exhibit 10.21 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of [], 2023 (the “Effective Date”) by and between PHI Group, Inc., a Delaware corporation (the “Company”), and [] (the “Indemnitee”). RECITALS WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental t

First Amendment to Revolving Credit, Term Loan and Security Agreement and Limited Consent, dated October 11, 2023, among PHI Aviation, LLC, PHI Helipass, L.L.C., PHI Tech Services, LLC and each person joined to the Credit Agreement, as borrowers, PHI Group, Inc., PHI Corporate, LLC, PHI Health, LLC, AM Equity Holdings, L.L.C. and each person joined to the Credit Agreement, as Guarantors, the financial institutions from time to time party to the Credit Agreement, as Lenders, and PNC Bank, National Association, as agent for the Lenders.

Exhibit 10.8 FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND LIMITED CONSENT This FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Amendment”), is made and entered into as of October 11, 2023, by and among PHI AVIATION, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI HELIPASS, L.L.C., a Louisiana limited lia

Second Amended and Restated Bylaws.

Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS of PHI GROUP, INC. SECTION 1. OFFICES 1.1. Principal and Registered Offices. The principal executive office of the Corporation shall be located at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508 or in such place within or without the State of Delaware as the Corporation’s Board of Directors (the “Board” or “Board of Directors”) may determine

As filed with the Securities and Exchange Commission on November 9, 2023

Table of Contents As filed with the Securities and Exchange Commission on November 9, 2023 Registration No.

First Amendment to Revolving Credit, Term Loan and Security Agreement and Limited Consent, dated October 11, 2023, among PHI Health, LLC and each person joined to the Credit Agreement, as borrowers, PHI Group, Inc., PHI Corporate, LLC, PHI Aviation, LLC, PHI Tech Services, LLC, AM Equity Holdings, L.L.C., PHI Helipass, L.L.C. and each person joined to the Credit Agreement, as Guarantors, the financial institutions from time to time party to the Credit Agreement, as Lenders, and PNC Bank, National Association, as agent for the Lenders.

Exhibit 10.6 FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND LIMITED CONSENT This FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Amendment”), is made and entered into as of October 11, 2023, by and among PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”; and together with each Person joined to the Credit

First Amendment dated November 9, 2021 to Revolving Credit, Term Loan and Security Agreement dated as of October 2, 2020 among PHI Group, Inc. and certain subsidiaries as borrowers, PNC Bank, National Association as lender and agent, the financial institutions from time to time party thereto as lenders and PNC Capital Markets, LLC as lead arranger and book runner.

EX-10.4 Exhibit 10.4 Execution Version FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), is made and entered into as of November 9, 2021, by and among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Corporate”), PHI

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) PHI Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Fees to be Paid Eq

Registration Rights Agreement dated as of September 4, 2019, by and between PHI Group, Inc. and the stockholder and warrantholder signatories party thereto.

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of September 4, 2019, is by and among by reorganized PHI, Inc. (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used

Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated August 12, 2008.

Exhibit 10.20 Recorded Date 8-13-08 File #2008 - 00034285 AMENDMENT TO “APPENDIX D – LEASE” INFRASTRUCTURE COMPLEX S.E. EVANGELINE THRUWAY – 1998 LAFAYETTE REGIONAL AIRPORT LAFAYETTE, LOUISIANA STATE OF LOUISIANA PARISH OF LAFAYETTE KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared: The LAFAYETTE

Seventh Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated June 14, 2023.

Exhibit 10.26 Lafayette Parish Recording Page Louis J. Perret Clerk of Court P.O. Box 2009 Lafayette, LA 70502-2009 (337) 291-6400 First VENDOR  LAFAYETTE AIRPORT COMMISSION First VENDEE   LAFAYETTE AIRPORT COMMISSION     Index Type : CONVEYANCES File Number: 2023-00019280 Type of Document: AMENDMENT Recording Pages : 8 Recorded Information I hereby certify that the attached document was filed for

Revolving Credit, Term Loan and Security Agreement dated as of October 2, 2020 among PHI Group, Inc. and certain subsidiaries as borrowers, PNC Bank, National Association as lender and agent, the financial institutions from time to time party thereto as lenders and PNC Capital Markets, LLC as lead arranger and book runner.

Exhibit 10.3 EXECUTION VERSION REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AMONG PHI GROUP, INC., AND CERTAIN OF ITS SUBSIDIARIES, (BORROWERS), AND PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT), AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (AS LENDERS) WITH PNC CAPITAL MARKETS, LLC (AS LEAD ARRANGER AND BOOKRUNNER) Dated as of October 2, 2020 TABLE OF CONTENTS Pag

Amended and Restated Certificate of Incorporation.

EX-3.1 Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “PHI GROUP, INC.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF SEPTEMBER, A.D. 2019, AT 8:45 O’CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF

As filed with the Securities and Exchange Commission on October 4, 2023

S-1 Table of Contents As filed with the Securities and Exchange Commission on October 4, 2023 Registration No.

Revolving Credit, Term Loan and Security Agreement, dated as of September 19, 2023, among PHI Health, LLC, as borrower, and the Guarantors and Other Borrowers party thereto from time to time and PNC Bank, National Association, as lender and as agent, and the Financial Institutions from time to time party thereto, as lenders, with PNC Capital Markets, LLC, as lead arranger and bookrunner.

EX-10.6 Exhibit 10.6 Execution Version REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AMONG PHI HEALTH, LLC, (BORROWER), AND THE GUARANTORS AND OTHER BORROWERS PARTY HERETO FROM TIME TO TIME AND PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT), AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (AS LENDERS) WITH PNC CAPITAL MARKETS, LLC (AS LEAD ARRANGER AND BOOKRUNNER) Dated

Second Amendment and Waiver dated April 7, 2022 to Revolving Credit, Term Loan and Security Agreement dated as of October 2, 2020 among PHI Group, Inc. and certain subsidiaries as borrowers, PNC Bank, National Association as lender and agent, and the financial institutions from time to time party thereto as lenders.

EX-10.5 Exhibit 10.5 EXECUTION VERSION SECOND AMENDMENT AND WAIVER TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT AND WAIVER TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), is made and entered into as of April 7, 2022, by and among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (

Third Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated August 28, 2020.

Exhibit 10.22 Lafayette Parish Recording Page Louis J. Perret Clerk of Court P.O. Box 2009 Lafayette, LA 70502-2009 (337) 291-6400  First VENDOR  LAFAYETTE AIRPORT COMMISSION  First VENDEE  LAFAYETTE AIRPORT COMMISSION — — Index Type:  CONVEYANCES Type of Document: AMENDMENT File Number: 2020-00033167 Recording Pages :   11 Recorded Information I hereby certify that the attached document was filed

Employment Agreement by and between HNZ New Zealand Limited and Keith Mullett dated March 19, 2020.

EX-10.9 Exhibit 10.9 Details Date March 19, 2020 Parties Name HNZ New Zealand Limited Short form name Employer Notice details Clifford House 38 Halifax Street Nelson 7010 New Zealand Facsimile: [+64 3 547 5598] Phone: [+64 3 547 5255] Name Keith Mullett Short form name Employee Notice details 214 Collingwood Street Nelson 7010 New Zealand Facsimile: [+64 3 547 5598] Email: [[email protected]] Agree

Subsidiaries of the Registrant.

EX-21.1 Exhibit 21.1 PHI Group, Inc. Legal Entity Jurisdiction of Organization or Incorporation PHI Corporate, LLC Delaware PHI Aviation, LLC Louisiana PHI Health, LLC Louisiana AM Equity Holdings, L.L.C. Louisiana PHI Tech Services, LLC Louisiana PHI Helipass, L.L.C. Louisiana Helicopter Management, LLC Louisiana HELIX, LLC Florida Vertilease, LLC Montana MDHL, LLC Montana PHI International Holdc

Second Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated May 13, 2013.

Exhibit 10.21 Lafayette Parish Recording Page Louis J. Perret Clerk of Court 800 South Buchanan P.O. Box 2009 Lafayette, LA 70502-2009 (337) 291-6400 First VENDOR LAFAYETTE AIRPORT COMMISSION First VENDEE PHI INC — — Index Type : Conveyances Type of Document : Amendment Recording Pages : 8 File Number : 2013-00019822 Recorded Information I hereby certify that the attached document was filed for re

Form of Time-Based Restricted Stock Unit Award Agreement under PHI Group, Inc. Management Incentive Plan.

EX-10.14 Exhibit 10.14 RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) PHI Group, Inc. Management Incentive Plan This Award Agreement (this “Agreement”) is made as of the day of November 19, 2020 (the “Date of Grant”)1 between PHI Group, Inc. (the “Company”), and XXXX (“Participant”) and is made pursuant to the terms of the PHI, Group Inc. Management Incentive Plan (the “Plan”). Any capitalized

Modified Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated August 9, 2019.

Exhibit 2.1 Daniel Prieto, State Bar No. 24048744 Thomas R. Califano (admitted pro hac vice) [email protected] [email protected] DLA Piper LLP (US) DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 1251 Avenue of the Americas Dallas, Texas 75201 New York, New York 10020 Tel: (214) 743-4500 Tel: (212) 335-4500 Fax: (214) 743-4545 Fax: (212) 335-4501 Counsel for the Debtors Dan

Eighth Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated August 16, 2023.

Exhibit 10.27 EIGHTH AMENDMENT TO “APPENDIX D – LEASE” INFRASTRUCTURE COMPLEX S.E. EVANGELINE THRUWAY – 1998 LAFAYETTE REGIONAL AIRPORT LAFAYETTE, LOUISIANA STATE OF LOUISIANA PARISH OF LAFAYETTE KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared: The LAFAYETTE AIRPORT COMMISSION, a body politic, d

Side Letter to Form of Performance-Based Restricted Stock Unit Award Holders under PHI Group, Inc. Management Incentive Plan.

Exhibit 10.16 RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-BASED) PHI Group, Inc. Management Incentive Plan Dear [    ], This side letter (this “Side Letter”) confirms the agreement between you (the “Participant”) and PHI Group, Inc. (the “Company”) relating to an amendment to the terms of the Restricted Stock Unit Award Agreement (Performance-Based) attached hereto as Exhibit A (the “Origin

PHI Group, Inc. Management Incentive Plan.

Exhibit 10.13 PHI Group, Inc. Management Incentive Plan 1. Purpose. The purpose of the PHI Group, Inc. Management Incentive Plan is to further align the interests of participants with those of the shareholders by providing incentive compensation opportunities tied to the performance of the Common Stock (as defined below) and by promoting increased ownership of the Common Stock by such individuals.

Form of Director Time-Based Restricted Stock Unit Award Agreement under PHI Group, Inc. Management Incentive Plan.

EX-10.17 Exhibit 10.17 RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR TIME-BASED) PHI Group, Inc. Management Incentive Plan This Award Agreement (this “Agreement”) is made as of the [   ] day of [   ] (the “Date of Grant”) between PHI Group, Inc. (the “Company”) and [   ] (“Participant”), and is made pursuant to the terms of the PHI Group, Inc. Management Incentive Plan (the “Plan”). Any capitali

Employment Agreement by and between PHI Group, Inc. and Scott McCarty dated April 1, 2021.

EX-10.8 Exhibit 10.8 Post Office Box 90808 Lafayette, Louisiana 70509 USA 337.235.2452 TO: Scott McCarty FROM:  James Hinch, Chief Administrative Officer DATE: April 1, 2021 On behalf of PHI Aviation, LLC., I am pleased to confirm your employment on the following terms and conditions. Your position title is President and Chief Executive Officer reporting to the PHI Group Inc. Board of Directors. Y

Sixth Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated October 26th, 2022.

Exhibit 10.25 Lafayette Parish Recording Page Louis J. Perret Clerk of Court P.O. Box 2009 Lafayette, LA 70502-2009 (337) 291-6400 First VENDOR LAFAYETTE AIRPORT COMMISSION First VENDEE LAFAYETTE AIRPORT COMMISSION Index Type : CONVEYANCES File Number : 2022-00043778 Type of Document: AMENDMENT Recording Pages : 8 Recorded Information I hereby certify that the attached document was filed for regis

Compensation Agreement by and between PHI Group, Inc. and Keith Mullett dated May 6, 2022.

Exhibit 10.10 COMPENSATION AGREEMENT THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into this 6th day of May, 2022, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for any and all bonus and/or other compensation payments of any sort (including, but not limited to,

Revolving Credit, Term Loan and Security Agreement, dated as of September 19, 2023, among PHI Aviation, LLC, PHI Helipass, L.L.C. and PHI Tech Services, LLC, as borrowers, and the Guarantors and Other Borrowers party thereto from time to time and PNC Bank, National Association, as lender and as agent, and the Financial Institutions from time to time party thereto, as lenders, with PNC Capital Markets, LLC, as lead arranger and bookrunner.

EX-10.7 Exhibit 10.7 Execution Version REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AMONG PHI AVIATION, LLC, PHI HELIPASS, L.L.C., PHI TECH SERVICES, LLC, (BORROWERS), AND THE GUARANTORS AND OTHER BORROWERS PARTY HERETO FROM TIME TO TIME AND PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT), AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (AS LENDERS) WITH PNC CAPITAL MAR

Creditor Warrant Agreement dated as of September 4, 2019 between PHI Group, Inc. and American Stock Transfer & Trust Company, LLC as warrant agent.

EX-4.1 Exhibit 4.1 CREDITOR WARRANT AGREEMENT Between PHI GROUP, INC., AS ISSUER, And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT September 4, 2019 TABLE OF CONTENTS TABLE OF CONTENTS I SECTION 1. CERTAIN DEFINED TERMS 1 SECTION 2. APPOINTMENT OF WARRANT AGENT 4 SECTION 3. ISSUANCE OF WARRANTS; FORM, EXECUTION AND DELIVERY 4 SECTION 4. TRANSFER OR EXCHANGE 6 SECTION 5. DURATION

Fifth Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated May 2, 2022.

Exhibit 10.24 Lafayette Parish Recording Page Louis J. Perret Clerk of Court P.O. Box 2009 Lafayette, LA 70502-2009 (337) 291-6400 First VENDOR LAFAYETTE AIRPORT COMMISSION First VENDEE LAFAYETTE AIRPORT COMMISSION Index Type : CONVEYANCES File Number : 2022-00020382 Type of Document : AMENDMENT Recording Pages : 8 Recorded Information I hereby certify that the attached document was filed for regi

Fourth Amendment to Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated February 9, 2022.

Exhibit 10.23 FOURTH AMENDMENT TO “APPENDIX D – LEASE” INFRASTRUCTURE COMPLEX S.E. EVANGELINE THRUWAY – 1998 LAFAYETTE REGIONAL AIRPORT LAFAYETTE, LOUISIANA STATE OF LOUISIANA PARISH OF LAFAYETTE KNOW ALL MEN BY THESE PRESENTS that before the undersigned Notaries and Witnesses, and on the dates hereinafter described, personally came and appeared: The LAFAYETTE AIRPORT COMMISSION, a body politic, d

Lease by and between Lafayette Airport Commission and Petroleum Helicopters, Inc. dated April 1, 1999.

Exhibit 10.19 MEMORANDUM OF LEASE STATE OF LOUISIANA PARISH OF LAFAYETTE BEFORE ME, the undersigned authority, personally came and appeared the LAFAYETTE AIRPORT COMMISSION, a body politic, represented herein by its duly authorized Chairman, Donald J. Higginbotham and PETROLEUM HELICOPTERS, INC., a corporation duly authorized to do and doing business in the State of Louisiana, herein represented b

Services Agreement, effective January 1, 2023, between PHI Group, Inc. and Renegade Swish, LLC.

Exhibit 10.18 Services Agreement This Services Agreement (this “Agreement”), effective as of January 1, 2023 (the “Effective Date”), is by and between Renegade Swish, LLC, a Delaware limited liability company (“RS”) and PHI Group, Inc., a Delaware corporation (“PHI” and together with RS the “Parties”, and each a “Party”). WHEREAS, RS has the capability and capacity to provide certain business supp

Form of Performance-Based Restricted Stock Unit Award Agreement under PHI Group, Inc. Management Incentive Plan.

Exhibit 10.15 RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-BASED) PHI Group, Inc. Management Incentive Plan This Award Agreement (this “Agreement”) is made as of the day of November 19, 2020 (the “Date of Grant”) between PHI Group, Inc. (the “Company”), and XXXX(“Participant”) and is made pursuant to the terms of the PHI Group, Inc. Management Incentive Plan (the “Plan”). Any capitalized ter

Compensation Agreement by and between PHI Group, Inc. and James Hinch dated May 6, 2022.

Exhibit 10.12 COMPENSATION AGREEMENT THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into this 6th day of May, 2022, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for any and all bonus and/or other compensation payments of any sort (including, but not limited to,

Employment Agreement by and between PHI Group, Inc. and James Hinch, effective January 1, 2020.

Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of 01 January 2020 (the “Effective Date”), is by and between PHI Group, Inc. (the “Company”) and James Hinch (“Executive”). WHEREAS, the Company desires to continue to employ Executive, and Executive desires to continue to be employed by the Company; and WHEREAS, the parties desire to set forth in writing

RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-BASED) PHI Group, Inc. Management Incentive Plan

Exhibit 10.14 RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-BASED) PHI Group, Inc. Management Incentive Plan This Award Agreement (this “Agreement”) is made as of the day of November 19, 2020 (the “Date of Grant”) between PHI Group, Inc. (the “Company”), and XXXX(“Participant”) and is made pursuant to the terms of the PHI Group, Inc. Management Incentive Plan (the “Plan”). Any capitalized ter

Services Agreement

Exhibit 10.17 Services Agreement This Services Agreement (this “Agreement”), effective as of January 1, 2023 (the “Effective Date”), is by and between Renegade Swish, LLC, a Delaware limited liability company (“RS”) and PHI Group, Inc., a Delaware corporation (“PHI” and together with RS the “Parties”, and each a “Party”). WHEREAS, RS has the capability and capacity to provide certain business supp

COMPENSATION AGREEMENT

Exhibit 10.9 COMPENSATION AGREEMENT THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into this 6th day of May, 2022, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for any and all bonus and/or other compensation payments of any sort (including, but not limited to,

RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR TIME-BASED) PHI Group, Inc. Management Incentive Plan

Exhibit 10.16 RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR TIME-BASED) PHI Group, Inc. Management Incentive Plan This Award Agreement (this “Agreement”) is made as of the [ ] day of [ ] (the “Date of Grant”) between PHI Group, Inc. (the “Company”) and [ ] (“Participant”), and is made pursuant to the terms of the PHI Group, Inc. Management Incentive Plan (the “Plan”). Any capitalized term used h

As confidentially submitted to the Securities and Exchange Commission on August 25, 2023

Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 25, 2023 Registration No.

CREDITOR WARRANT AGREEMENT PHI GROUP, INC., AS ISSUER, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT September 4, 2019

Exhibit 4.1 CREDITOR WARRANT AGREEMENT Between PHI GROUP, INC., AS ISSUER, And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT September 4, 2019 TABLE OF CONTENTS TABLE OF CONTENTS I SECTION 1. CERTAIN DEFINED TERMS 1 SECTION 2. APPOINTMENT OF WARRANT AGENT 4 SECTION 3. ISSUANCE OF WARRANTS; FORM, EXECUTION AND DELIVERY 4 SECTION 4. TRANSFER OR EXCHANGE 6 SECTION 5. DURATION AND EXE

EMPLOYMENT AGREEMENT

Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of 01 January 2020 (the “Effective Date”), is by and between PHI Group, Inc. (the “Company”) and James Hinch (“Executive”). WHEREAS, the Company desires to continue to employ Executive, and Executive desires to continue to be employed by the Company; and WHEREAS, the parties desire to set forth in writing

COMPENSATION AGREEMENT

Exhibit 10.11 COMPENSATION AGREEMENT THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into this 6th day of May, 2022, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for any and all bonus and/or other compensation payments of any sort (including, but not limited to,

RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) PHI Group, Inc. Management Incentive Plan

Exhibit 10.13 RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) PHI Group, Inc. Management Incentive Plan This Award Agreement (this “Agreement”) is made as of the day of November 19, 2020 (the “Date of Grant”)1 between PHI Group, Inc. (the “Company”), and XXXX (“Participant”) and is made pursuant to the terms of the PHI, Group Inc. Management Incentive Plan (the “Plan”). Any capitalized term use

Delaware The First State

Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “PHI GROUP, INC.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF SEPTEMBER, A.D. 2019, AT 8:45 O’CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

AMENDED AND RESTATED PHI GROUP, INC. SECTION 1. OFFICES

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS of PHI GROUP, INC. SECTION 1. OFFICES 1.1. Principal Office. The principal office of the Corporation shall be located at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508 or in such place within or without the State of Delaware as the Board of Directors may determine from time to time. 1.2. Additional Offices. The Corporation may have such offices at

PHI Group, Inc. Management Incentive Plan

Exhibit 10.12 PHI Group, Inc. Management Incentive Plan 1. Purpose. The purpose of the PHI Group, Inc. Management Incentive Plan is to further align the interests of participants with those of the shareholders by providing incentive compensation opportunities tied to the performance of the Common Stock (as defined below) and by promoting increased ownership of the Common Stock by such individuals.

SECOND AMENDMENT AND WAIVER TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

Exhibit 10.5 EXECUTION VERSION SECOND AMENDMENT AND WAIVER TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT AND WAIVER TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), is made and entered into as of April 7, 2022, by and among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Cor

SCHEDULE 1 Position Managing Director, PHI Aviation LLC Locations New Zealand, Louisiana and Texas, provided, however, that Employee shall be subject to the reasonable business travel requirements of the Employer and its affiliates, which will includ

Exhibit 10.8 Details Date March 19, 2020 Parties Name HNZ New Zealand Limited Short form name Employer Notice details Clifford House 38 Halifax Street Nelson 7010 New Zealand Facsimile: [+64 3 547 5598] Phone: [+64 3 547 5255] Name Keith Mullett Short form name Employee Notice details 214 Collingwood Street Nelson 7010 New Zealand Facsimile: [+64 3 547 5598] Email: [[email protected]] Agreement 1.

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of September 4, 2019, is by and among by reorganized PHI, Inc. (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used

FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

Exhibit 10.4 Execution Version FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), is made and entered into as of November 9, 2021, by and among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Corporate”), PHI AVIATIO

4/7/21

Exhibit 10.7 Post Office Box 90808 Lafayette, Louisiana 70509 USA 337.235.2452 TO: Scott McCarty FROM: James Hinch, Chief Administrative Officer DATE: April 1, 2021 On behalf of PHI Aviation, LLC., I am pleased to confirm your employment on the following terms and conditions. Your position title is President and Chief Executive Officer reporting to the PHI Group Inc. Board of Directors. Your annua

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § PHI, Inc. et al.,1 § Case No. 19-30923-hdh11 § Debtors. § (Jointly Administered) DEBTORS’ MODIFIED THIRD AMENDED JOINT PLAN OF REORGANIZATI

Exhibit 2.1 Daniel Prieto, State Bar No. 24048744 Thomas R. Califano (admitted pro hac vice) [email protected] [email protected] DLA Piper LLP (US) DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 1251 Avenue of the Americas Dallas, Texas 75201 New York, New York 10020 Tel: (214) 743-4500 Tel: (212) 335-4500 Fax: (214) 743-4545 Fax: (212) 335-4501 Counsel for the Debtors Dan

REVOLVING CREDIT, TERM LOAN SECURITY AGREEMENT PHI GROUP, INC., CERTAIN OF ITS SUBSIDIARIES, PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (AS LENDERS) PNC CAPITAL MARKETS, LLC (AS

Exhibit 10.3 EXECUTION VERSION REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AMONG PHI GROUP, INC., AND CERTAIN OF ITS SUBSIDIARIES, (BORROWERS), AND PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT), AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (AS LENDERS) WITH PNC CAPITAL MARKETS, LLC (AS LEAD ARRANGER AND BOOKRUNNER) Dated as of October 2, 2020 TABLE OF CONTENTS Pag

As confidentially submitted to the Securities and Exchange Commission on July 21, 2023

Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 21, 2023 Registration No.

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-217658 333-206236 333-181304 333-73854 333-02025 033-51617 033-40

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D 1 d798455d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-217658 333-206236 333-181304 333-73854

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-217658 333-206236 333-181304 333-73854 333-02025 033-51617 033-40

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-217658 333-206236 333-181304 333-73854 333-02025 033-51617 033-40

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-217658 333-206236 333-181304 333-73854 333-02025 033-51617 033-40

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D 1 d798455d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-217658 333-206236 333-181304 333-73854

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D 1 d798455d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-217658 333-206236 333-181304 333-73854

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-196196 333-170916 333-135674 333-87288 PHI Group, Inc.* (Exact na

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D 1 d795703d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-196196 333-170916 333-135674 333-87288

PHII / PHI, Inc. 15-15D - - FORM 15-15D

FORM 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-196196 333-170916 333-135674 333-87288 PHI Group, Inc.* (Exa

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D 1 d795703d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-196196 333-170916 333-135674 333-87288

PHII / PHI, Inc. 15-15D - - FORM 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-170915 333-123528 033-51605 PHI Group, Inc.* (Exact name of registrant a

PHII / PHI, Inc. 15-15D - - FORM 15-15D

15-15D 1 d763009d1515d.htm FORM 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-170915 333-123528 033-51605 PHI G

PHII / PHI, Inc. 15-15D - - FORM 15-15D

FORM 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-170915 333-123528 033-51605 PHI Group, Inc.* (Exact name of

PHII / PHI, Inc. 15-15D - - 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 2-70598 PHI Group, Inc. (Exact name of registrant as specified in its

Term Loan Credit Agreement, dated September 4, 2019, by and among the Company, the guarantor parties thereto, the lender parties thereto and Credit Suisse AG, as administrative agent and collateral agent.

EX-10.1 4 d770370dex101.htm EX-10.1 Exhibit 10.1 Execution Version TERM LOAN CREDIT AGREEMENT dated as of September 4, 2019, among PHI Group, Inc., as Borrower The GUARANTORS Party Hereto The LENDERS Party Hereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent Credit Suisse Loan Funding LLC, as Lead Arranger and Bookrunner TABLE OF CONTENTS Page ARTICLE I

By-laws of PHI Group, Inc.

EX-3.2 Exhibit 3.2 BY-LAWS of PHI GROUP, INC. SECTION 1. OFFICES 1.1. Principal Office. The principal office of the Corporation shall be located at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508 or in such place within or without the State of Delaware as the Board of Directors may determine from time to time. 1.2. Additional Offices. The Corporation may have such offices at such other pl

Case 19-30923-hdh11 Doc 947 Filed 08/30/19 Entered 08/30/19 09:48:52 Page 1 of 4 CLERK, U.S. BANKRUPTCY COURT NORTHERN DISTRICT OF TAXES ENTERED THE DATE OF ENTRY IS ON THE COURT’S DOCKET The following constitutes the ruling of the court and has the

EX-99.2 Exhibit 99.2 Case 19-30923-hdh11 Doc 947 Filed 08/30/19 Entered 08/30/19 09:48:52 Page 1 of 4 CLERK, U.S. BANKRUPTCY COURT NORTHERN DISTRICT OF TAXES ENTERED THE DATE OF ENTRY IS ON THE COURT’S DOCKET The following constitutes the ruling of the court and has the force and effect therein described. Signed August 29, 2019 /s/ Harlin DeWayne Hale United States Bankruptcy Judge IN THE UNITED S

PHI, Inc. Successfully Completes Chapter 11 Debt Restructuring PHI and Its Principal U.S. Subsidiaries Are Now Well Positioned for Long-Term Success with a More Sustainable Debt Structure and Strengthened Balance Sheet

EX-99.3 Exhibit 99.3 PHI, Inc. Successfully Completes Chapter 11 Debt Restructuring PHI and Its Principal U.S. Subsidiaries Are Now Well Positioned for Long-Term Success with a More Sustainable Debt Structure and Strengthened Balance Sheet LAFAYETTE, LOUISIANA, September 4, 2019 – PHI, Inc. (OTC: PHIIQ; PHIKQ) (“PHI” or the “Company”) today announced that the Company and its principal U.S. subsidi

Registration Rights Agreement, dated as of September 4, 2019, by and among the Company and the Holders who are party thereto.

EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of September 4, 2019, is by and among by PHI Group, Inc. (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms us

First Amended and Restated Certificate of Incorporation of PHI Group, Inc.

EX-3.1 Exhibit 3.1 FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of PHI GROUP, INC. (reflecting all amendments through September 4, 2019) The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”) does hereby certify: 1. The name of the corporation is PHI

Creditor Warrant Agreement, dated as of September 4, 2019, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent.

EX-10.3 Exhibit 10.3 CREDITOR WARRANT AGREEMENT Between PHI GROUP, INC., AS ISSUER, And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT September 4, 2019 TABLE OF CONTENTS TABLE OF CONTENTS I SECTION 1. CERTAIN DEFINED TERMS 1 SECTION 2. APPOINTMENT OF WARRANT AGENT 4 SECTION 3. ISSUANCE OF WARRANTS; FORM, EXECUTION AND DELIVERY 4 SECTION 4. TRANSFER OR EXCHANGE 7 SECTION 5. DURATIO

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Material Impairments, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 4, 2019 PHI Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-9827 84-2513763 (State or other jurisdiction of incorporation) (Commission

Equity Holder Warrant Agreement, dated as of September 4, 2019, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent.

EX-10.4 Exhibit 10.4 EQUITY HOLDER WARRANT AGREEMENT Between PHI GROUP, INC., AS ISSUER, And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT September 4, 2019 TABLE OF CONTENTS TABLE OF CONTENTS I SECTION 1. CERTAIN DEFINED TERMS 1 SECTION 2. APPOINTMENT OF WARRANT AGENT 4 SECTION 3. ISSUANCE OF WARRANTS; FORM, EXECUTION AND DELIVERY 4 SECTION 4. TRANSFER OR EXCHANGE 6 SECTION 5. DU

PHII / PHI, Inc. 15-12G - - 15-12G

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-09827 PHI, Inc. (Exact name of registrant as specified in its cha

PHII / PHI, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 4, 2019.

PHII / PHI, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d906189ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 4, 2019. Registration No. 333-217658 Registration No. 333-206236 Registration No. 333-181304 Registration No. 33-40087 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-217658 FORM S-8 REGISTRATION STA

PHII / PHI, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d906189ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 4, 2019. Registration No. 333-217658 Registration No. 333-206236 Registration No. 333-181304 Registration No. 33-40087 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-217658 FORM S-8 REGISTRATION STA

PHII / PHI, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 4, 2019.

PHII / PHI, Inc. / Gonsoulin Alton Anthony Jr - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* PHI, Inc. (Name of Issuer) Voting Common Stock, $0.10 par value (Title of Class of Securities) 69336T106 (CUSIP Number) Al A. Gonsoulin 4655 Sweetwater Boulevard Suite 300 Sugarland, TX 77479 Telephone: 800-804-9003 (Name, Address and Telephone

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 20, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: July 2019 MONTH YEAR

EX-99.1 Exhibit 99.1 Monthly Operating Report ACCRUAL BASIS CASE NAME: PHI, Inc., et al. CASE NUMBER: 19-30923-hdh11 JUDGE: Harlin D. Hale UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: July 2019 MONTH YEAR IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMIN

PHII / PHI, Inc. POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on August 14, 2019. Registration No. 333-170915 Registration No. 333-123528 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-1 TO: FORM S-3 REGISTRATION STATEMENT NO. 333-170915 FORM S-3 REGISTRATION STATEMENT NO. 333-123528 UNDER THE SECURITIES ACT OF 1933 PHI, INC.* (Exact

PHII / PHI, Inc. POS AM - - POS AM

POS AM As filed with the Securities and Exchange Commission on August 14, 2019. Registration No. 333-170915 Registration No. 333-123528 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-1 TO: FORM S-3 REGISTRATION STATEMENT NO. 333-170915 FORM S-3 REGISTRATION STATEMENT NO. 333-123528 UNDER THE SECURITIES ACT OF 1933 PHI, INC.* (Exact

PHII / PHI, Inc. 10-Q - Quarterly Report - 10-Q

10-Q 1 phii-10q20190630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file numbe

PHI, Inc. Announces Confirmation of Plan to Address Outstanding Debt, Strengthen Its Balance Sheet, and Position the Company for Long-Term Success PHI and Principal U.S. Entities Expect to Complete Voluntary Chapter 11 Debt Restructuring by the end o

EX-99.3 Exhibit 99.3 PHI, Inc. Announces Confirmation of Plan to Address Outstanding Debt, Strengthen Its Balance Sheet, and Position the Company for Long-Term Success PHI and Principal U.S. Entities Expect to Complete Voluntary Chapter 11 Debt Restructuring by the end of August LAFAYETTE, LOUISIANA, July 31, 2019 – PHI, Inc. (OTC: PHIIQ (voting) PHIKQ (non-voting)) (“PHI” or the “Company”) today

Debtors’ Third Amended Joint Plan of Reorganization, dated June 18, 2019 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on August 6, 2019), as modified by the Modification Order filed as Exhibit 99.2 to this Form 8-K.

EX-2.1 Exhibit 2.1 Daniel Prieto, State Bar No. 24048744 [email protected] DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 Dallas, Texas 75201 Tel: (214) 743-4500 Fax: (214) 743-4545 Counsel for the Debtors Thomas R. Califano (admitted pro hac vice) [email protected] DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 Tel: (212) 335-4500 Fax: (212) 335-4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § PHI, Inc. et al.,1 § Case No. 19-30923-hdh11 § Debtors. § (Jointly Administered) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING

EX-99.2 Exhibit 99.2 The following constitutes the ruling of the court and has the force and effect therein described. Signed August 2, 2019 /s/ Harlin DeWayne Hale United States Bankruptcy Judge IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § PHI, Inc. et al.,1 § Case No. 19-30923-hdh11 § Debtors. § (Jointly Administered) FINDINGS OF

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 2, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana (State or other jurisdiction of incorporation) 0-9827 (Commission File Number) 72-039

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § PHI, Inc. et al.,1 § Case No. 19-30923-hdh11 § Debtors. § (Jointly Administered) DISCLOSURE STATEMENT FOR THE DEBTORS’ THIRD AMENDED JOINT

EX-99.1 Exhibit 99.1 Daniel Prieto, State Bar No. 24048744 Thomas R. Califano (admitted pro hac vice) [email protected] [email protected] DLA Piper LLP (US) DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 1251 Avenue of the Americas Dallas, Texas 75201 New York, New York 10020 Tel: (214) 743-4500 Tel: (212) 335-4500 Fax: (214) 743-4545 Fax: (212) 335-4501 Counsel for the De

UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT

EX-99.1 Exhibit 99.1 Monthly Operating Report ACCRUAL BASIS CASE NAME: PHI, Inc., et al. CASE NUMBER: 19-30923-hdh11 JUDGE: Harlin D. Hale UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: June 2019 MONTH YEAR IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMIN

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 d734590d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 22, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation)

Form of Term Loan Credit Agreement

EX-10.1 2 d734590dex101.htm EX-10.1 Exhibit 10.1 L&W Draft 7.16.19 TERM LOAN CREDIT AGREEMENT dated as of [ ], 2019, among PHI Group, Inc., as Borrower The GUARANTORS Party Hereto The LENDERS Party Hereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent Credit Suisse Loan Funding LLC, as Lead Arranger and Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 11, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana (State or other jurisdiction of incorporation) 0-9827 (Commission File Number) 72-0395

Equity Commitment Agreement, dated as of July 11, 2019, among the Debtors and the Commitment Parties thereto

EX-10.1 Exhibit 10.1 Execution Copy EQUITY COMMITMENT AGREEMENT AMONG PHI, INC. THE OTHER DEBTORS AND THE COMMITMENT PARTIES PARTY HERETO Dated as of July 11, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 13 ARTICLE II EQUITY COMMITMENT 14 Section 2.1 Equity Commitments 14 Section 2.2 Commitment Party Default 15 Section 2.3 Escrow Account Fu

PHII / PHI, Inc. / VAN DEN BERG MANAGEMENT I, INC Passive Investment

SC 13G/A 1 fp0043693sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* PHI, Inc. (Name of Issuer) Common Stock, Par Value of $0.10 (Title of Class of Securities) 69336T205 (CUSIP Number) James D

UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: May 2019 MONTH YEAR

EX-99.1 2 d767004dex991.htm EX-99.1 Exhibit 99.1 Monthly Operating Report ACCRUAL BASIS CASE NAME: PHI, Inc., et al. CASE NUMBER: 19-30923-hdh11 JUDGE: Harlin D. Hale UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: May 2019 MONTH YEAR IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF

In re: PHI, Inc. et al Term Sheet Term Description Form of Consideration •   Warrants Amount •   For 5% of the Reorganized Debtors’ common equity issued and outstanding as of the effective date of the plan. Term •   Three Years Strike Price •   Equal

EX-99.2 3 d767004dex992.htm EX-99.2 Exhibit 99.2 In re: PHI, Inc. et al Term Sheet Term Description Form of Consideration •   Warrants Amount •   For 5% of the Reorganized Debtors’ common equity issued and outstanding as of the effective date of the plan. Term •   Three Years Strike Price •   Equal to the amount of all debt claims (including accrued and unpaid interest, if any) settled, in cash, d

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 18, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File

Disclaimer Limitations of Report This fiscal year 2019 budget of PHI, Inc. (“PHI” or the “Company”) and the related information contained herein has been prepared based upon financial and other data provided to FTI Consulting, Inc. (“FTI”) from the C

EX-99.1 2 d724938dex991.htm EX-99.1 Exhibit 99.1 Confidential Information Memorandum P H I , I N C . J U N E 2019Exhibit 99.1 Confidential Information Memorandum P H I , I N C . J U N E 2019 Disclaimer Limitations of Report This fiscal year 2019 budget of PHI, Inc. (“PHI” or the “Company”) and the related information contained herein has been prepared based upon financial and other data provided t

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: PHI, Inc. et al.,1 Debtors. § § § § § Chapter 11 Case No. 19-30923-hdh11 (Jointly Administered) DISCLOSURE STATEMENT FOR THE DEBTORS’ SECOND AMENDED JOINT

EX-99.4 5 d724938dex994.htm EX-99.4 Exhibit 99.4 Daniel Prieto, State Bar No. 24048744 [email protected] DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 Dallas, Texas 75201 Tel: (214) 743-4500 Fax: (214) 743-4545 Counsel for the Debtors Thomas R. Califano (admitted pro hac vice) [email protected] DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 Tel: (

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: PHI, Inc. et al.,1 Debtors. § § § § § Chapter 11 Case No. 19-30923-hdh11 (Jointly Administered) DEBTORS’ SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER

EX-99.3 4 d724938dex993.htm EX-99.3 Exhibit 99.3 Daniel Prieto, State Bar No. 24048744 [email protected] DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 Dallas, Texas 75201 Tel: (214) 743-4500 Fax: (214) 743-4545 Counsel for the Debtors Thomas R. Califano (admitted pro hac vice) [email protected] DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 Tel: (

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 13, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Numb

PHI Illustrative Cash Collateral Budget Reporting One Week Ended: May 24, 2019 Submitted as of May 31, 2019 Privileged and Confidential Page 1

EX-99.2 3 d724938dex992.htm EX-99.2 Exhibit 99.2 PHI Illustrative Cash Collateral Budget Reporting One Week Ended: May 24, 2019 Submitted as of May 31, 2019 Privileged and Confidential Page 1 DRAFT—Attorney Work Product—Subject to FRE 408 Disclaimer Limitations of Report This cash collateral budget of PHI, Inc. (“PHI” or the “Company”) and the related information contained herein has been prepared

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d744950d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 5, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (

IN RE PHI, INC., ET AL. SETTLEMENT PLAN TERM SHEET

EX-99.1 Exhibit 99.1 EXECUTION VERSION IN RE PHI, INC., ET AL. SETTLEMENT PLAN TERM SHEET THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCE OR REJECTION OF A CHAPTER 11 PLAN OF REORGANIZATION PURSUANT TO THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL BE MADE ONLY IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND PROVISIONS OF THE BANKRUPTC

PHI, Inc. – Amended Key Employee Incentive Plan

EX-10.1 Exhibit 10.1 PHI, INC. Amended Key Employee Incentive Plan Overview PHI, Inc. and certain of its affiliated entities (collectively, the “Company”) has implemented an Amended Key Employee Incentive Plan (the “KEIP”) for certain critical executive employees. The implementation of the KEIP is subject to a final order entered by the United States Bankruptcy Court for the Northern District of T

PHI, Inc. Provides Update on Bankruptcy Proceedings Reaches settlement with Official Committee of Unsecured Creditors and other key stakeholders that paves the way for a consensual path forward Emergence expected late summer 2019

EX-99.1 Exhibit 99.1 PHI, Inc. Provides Update on Bankruptcy Proceedings Reaches settlement with Official Committee of Unsecured Creditors and other key stakeholders that paves the way for a consensual path forward Emergence expected late summer 2019 LAFAYETTE, LOUISIANA, June 6, 2019 – PHI, Inc. today announced an update in the Company’s Chapter 11 court proceedings, underscoring the positive mom

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 5, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: April 2019 MONTH YEAR

EX-99.1 Exhibit 99.1 Monthly Operating Report ACCRUAL BASIS CASE NAME: PHI, Inc., et al. CASE NUMBER: 19-30923-hdh11 JUDGE: Harlin D. Hale UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: April 2019 MONTH YEAR IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMI

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 20, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Numbe

PHII / PHI, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-9827 PHI,

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 26, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Num

Case 19-30923-hdh11 Doc 360 Filed 04/26/19 Entered 04/26/19 15:23:02 Page 1 of 3 Daniel Prieto, State Bar No. 24048744 Thomas R. Califano (admitted pro hac vice) [email protected] [email protected] DLA Piper LLP (US) DLA Piper LLP (U

EX-99.1 Exhibit 99.1 Case 19-30923-hdh11 Doc 360 Filed 04/26/19 Entered 04/26/19 15:23:02 Page 1 of 3 Daniel Prieto, State Bar No. 24048744 Thomas R. Califano (admitted pro hac vice) [email protected] [email protected] DLA Piper LLP (US) DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 1251 Avenue of the Americas Dallas, Texas 75201 New York, New York 10020 Tel: (214) 743-45

UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: March 2019 MONTH YEAR

EX-99.2 Exhibit 99.2 Monthly Operating Report ACCRUAL BASIS CASE NAME: PHI, Inc., et al. CASE NUMBER: 19-30923-hdh11 JUDGE: Harlin D. Hale UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: March 2019 MONTH YEAR IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMI

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § PHI, Inc. et al.,1 § Case No. 19-30923-hdh11 § Debtors. § (Jointly Administered) DISCLOSURE STATEMENT FOR THE DEBTORS’ JOINT PLAN OF REORGA

EX-99.2 Exhibit 99.2 Daniel Prieto, State Bar No. 24048744 [email protected] DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 Dallas, Texas 75201 Tel: (214) 743-4500 Fax: (214) 743-4545 Proposed Counsel for the Debtors Thomas R. Califano (admitted pro hac vice) [email protected] DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 Tel: (212) 335-4500 Fax:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: § Chapter 11 § PHI, Inc. et al.,1 § Case No. 19-30923-hdh11 § Debtors. § (Jointly Administered) DEBTORS’ JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF

EX-99.1 Exhibit 99.1 Daniel Prieto, State Bar No. 24048744 [email protected] DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 Dallas, Texas 75201 Tel: (214) 743-4500 Fax: (214) 743-4545 Proposed Counsel for the Debtors Thomas R. Califano (admitted pro hac vice) [email protected] DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 Tel: (212) 335-4500 Fax:

Financial Statements and Exhibits, Other Events

8-K 1 d677719d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 1, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 15, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission Fil

Subsidiaries of the Registrant

Exhibit 21 PHI, Inc. Subsidiaries of the Registrant at December 31, 2018 COMPANY PLACE OF ORGANIZATION / INCORPORATION % OF VOTING STOCK / MEMBERSHIP INTEREST OWNED Energy Risk, Ltd. Bermuda 100 % HELEX, LLC Florida 100 % PHI Tech Services, Inc. Louisiana 100 % Helicopter Management, LLC Louisiana 100 % Helicopter Leasing, LLC Louisiana 100 % AM Equity Holdings, L.L.C. Louisiana 100 % PHI Air Medi

PHII / PHI, Inc. 10-K (Annual Report)

10-K 1 phii-123118x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

Loan Agreement, dated March 13, 2019, by and among PHI. Inc., as borrower, certain subsidiaries of PHI, Inc. as guarantors party thereto, the lenders from time to time party thereto, and Blue Torch Finance, LLC, as administrative agent and collateral agent.

EX-10.1 Exhibit 10.1 EXECUTION VERSION Anything herein to the contrary notwithstanding, the liens and security interests granted to Blue Torch Finance, LLC, as secured party, pursuant to the terms of this Agreement, the exercise of any right or remedy by Blue Torch Finance, LLC, as secured party, hereunder are subject to the provisions of the Intercreditor Agreement, dated as of the date hereof, b

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Bankruptcy or Receivership

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 13, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Num

List of Subsidiaries that are Debtors

EX-99.1 3 d705769dex991.htm EX-99.1 Exhibit 99.1 List of Subsidiaries that are Debtors PHI Tech Services, Inc. AM Equity Holdings, L.L.C. PHI Air Medical, L.L.C. PHI Helipass, L.L.C.

PHI, Inc. Takes Action to Address Maturing Debt, Strengthen its Liquidity and Balance Sheet, and Position the Company for Long-Term Success Principal U.S. Entities file Voluntary Chapter 11 Petitions All Businesses to Continue Operating as Usual Comp

EX-99.2 4 d705769dex992.htm EX-99.2 Exhibit 99.2 PHI, Inc. Takes Action to Address Maturing Debt, Strengthen its Liquidity and Balance Sheet, and Position the Company for Long-Term Success Principal U.S. Entities file Voluntary Chapter 11 Petitions All Businesses to Continue Operating as Usual Company Strengthens Liquidity with $70 Million Financing from Blue Torch Capital LLC PHI Expects to Emerg

PHI, INC. ISSUES UPDATE STATEMENT ON ITS REVIEW PROCESS

EX-99.1 Exhibit 99.1 News Release CONTACT: Trudy McConnaughhay Chief Financial Officer (337) 235-2452 PHI, INC. ISSUES UPDATE STATEMENT ON ITS REVIEW PROCESS LAFAYETTE, LOUISIANA, February 19, 2019 – PHI, Inc. (Nasdaq: PHII (voting); PHIIK (nonvoting)) (“PHI”) issued today the following statement: “We understand our stakeholders may have questions about the status of the review of strategic altern

Financial Statements and Exhibits, Other Events

8-K 1 d711161d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 19, 2019 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorp

PHII / PHI, Inc. / Weil John D - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

PHII / PHI, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* PHI INC-NON VOTING (Name of Issuer) Common Stock (Title of Class of Securities) 69336T205 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

PHII / PHI, Inc. / VAN DEN BERG MANAGEMENT I, INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* PHI, Inc. (Name of Issuer) Common Stock, Par Value of $0.10 (Title of Class of Securities) 69336T205 (CUSIP Number) James D. Brilliant Van Den Berg Manage

PHII / PHI, Inc. 10-Q (Quarterly Report)

10-Q 1 phii-093018x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 12, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File N

PHI TERMINATES TENDER OFFER FOR ITS 5.25% SENIOR NOTES DUE 2019

EX-99.1 2 d631150dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI TERMINATES TENDER OFFER FOR ITS 5.25% SENIOR NOTES DUE 2019 LAFAYETTE, LOUISIANA, October 12, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) announced today that it has terminated its previously-announced cash tender offer (the “Tender Offer”) to purchase any and all of t

PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION

EX-99.1 2 d633824dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION LAFAYETTE, LOUISIANA, October 8, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it is further extending the expiration time of its previously-ann

Financial Statements and Exhibits, Other Events

8-K 1 d633824d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 8, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation

Guaranty Agreement, dated and effective as of September 28, 2018, by PHI Air Medical, L.L.C. and PHI Tech Services, Inc., in favor of Thirty Two, L.L.C.

EX-10.3 Exhibit 10.3 EXECUTION VERSION GUARANTY AGREEMENT This Guaranty Agreement (this “Guaranty”), dated and effective as of September 28, 2018 (the “Effective Date”), is made by PHI Air Medical, L.L.C., a Louisiana limited liability company, and PHI Tech Services, Inc., a Louisiana corporation (individually and collectively, “Guarantor”) in favor of Thirty Two, L.L.C., a Nevada limited liabilit

Loan Agreement., dated as of September 28, 2018, by and among Thirty Two, L.L.C., PHI, Inc., PHI Air Medical, L.L.C., and PHI Tech Services, Inc.

EX-10.1 Exhibit 10.1 EXECUTION VERSION LOAN AGREEMENT This LOAN AGREEMENT (this “Agreement”), dated and effective as of September 28, 2018 (the “Effective Date”), is by and among Thirty Two, L.L.C., a Nevada limited liability company (“Lender”), PHI, Inc., a Louisiana corporation, as borrower (“PHI”), PHI Air Medical, L.L.C., a Louisiana limited liability company, and PHI Tech Services, Inc., a Lo

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d596164d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 20, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporat

Promissory Note due September 28, 2020.

EX-10.2 Exhibit 10.2 EXECUTION VERSION Promissory Note $130,000,000.00 September 28, 2018 For value received, PHI, Inc., a Louisiana corporation (“Borrower”), promises to pay to the order of Thirty Two, L.L.C., a Nevada limited liability company (“Lender”), at its address of 4655 Sweetwater, Suite 300, Sugarland, Texas 77479, a term loan in the principal amount of ONE HUNDRED THIRTY MILLION AND NO

PHI PROVIDES UPDATE ON ITS REFINANCING AND STRATEGIC PLANS

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI PROVIDES UPDATE ON ITS REFINANCING AND STRATEGIC PLANS LAFAYETTE, LOUISIANA, September 28, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) announced today several steps related to its long-term financial and strategic positioning, including the refinancing of its senior secured revolving credit facil

PHI, Inc. Retention Plan

EX-10.5 6 d596164dex105.htm EX-10.5 Exhibit 10.5 PHI, INC. RETENTION PLAN In order to encourage the continued employment of certain officers and key employees of PHI, Inc. (“PHI”) and its subsidiaries (collectively, the “Company”), and to alleviate concerns about any possible loss of employment upon certain changes in control of the Company, PHI has adopted this Retention Plan (this “Plan”), effec

Security Agreement, dated and effective as of September 28, 2018, by PHI, Inc., PHI Air Medical, L.L.C. and PHI Tech Services, Inc., in favor of Thirty Two, L.L.C.

EX-10.4 Exhibit 10.4 EXECUTION VERSION SECURITY AGREEMENT This Security Agreement (this “Security Agreement”), dated and effective as of September 28, 2018 (the “Effective Date”), is made by PHI, Inc., a Louisiana corporation, PHI Air Medical, L.L.C., a Louisiana limited liability company, and PHI Tech Services, Inc., a Louisiana corporation (individually and collectively, “Grantor”) in favor of T

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 24, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File

PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION LAFAYETTE, LOUISIANA, September 24, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it is further extending the expiration time of its previously-announced cash tender offer

PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION

EX-99.1 2 d622032dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION LAFAYETTE, LOUISIANA, September 10, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it is further extending the expiration time of its previously-

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 27, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Nu

PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION LAFAYETTE, LOUISIANA, August 27, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it is further extending the expiration time of its previously-announced cash tender offer (th

PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION LAFAYETTE, LOUISIANA, August 13, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it is further extending the expiration time of its previously-announced cash tender offer (th

Financial Statements and Exhibits, Other Events

8-K 1 d602724d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 13, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation

PHII / PHI, Inc. 10-Q (Quarterly Report)

10-Q 1 phii-063018x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Comm

PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION

EX-99.1 2 d585642dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES ADDITIONAL EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION LAFAYETTE, LOUISIANA, July 27, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it is further extending the expiration time of its previously-annou

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 27, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Other Events

8-K 1 d533482d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 17, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation)

PHI, INC. ANNOUNCES EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION

EX-99.1 2 d533482dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES EXTENSION OF EXPIRATION TIME FOR TENDER OFFER AND CONSENT SOLICITATION LAFAYETTE, LOUISIANA, July 17, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it is extending the expiration time of its previously-announced cash tender of

PHI, INC. ANNOUNCES EARLY RESULTS OF TENDER OFFER AND CONSENT SOLICITATION FOR ITS 5.25% SENIOR NOTES DUE 2019

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES EARLY RESULTS OF TENDER OFFER AND CONSENT SOLICITATION FOR ITS 5.25% SENIOR NOTES DUE 2019 LAFAYETTE, LOUISIANA, July 2, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today the early tender results of its previously-announced cash tender offer (the “Tender Offer”)

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 2, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File

SUPPLEMENTAL DISCLOSURES (excerpted from the Company’s preliminary offering memorandum)

EX-99.1 Exhibit 99.1 SUPPLEMENTAL DISCLOSURES (excerpted from the Company’s preliminary offering memorandum) Non-GAAP Financial Measures In addition to information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company presents herein as additional non-GAAP financial metrics: • Earnings before interest expense, income taxes, depreciation, am

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 d207151d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 15, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation)

PHI, INC. ANNOUNCES OFFERING OF SENIOR SECURED NOTES DUE 2023

EX-99.2 3 d611596dex992.htm EX-99.2 Exhibit 99.2 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES OFFERING OF SENIOR SECURED NOTES DUE 2023 LAFAYETTE, LOUISIANA, June 15, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it is proposing, subject to market and other conditions, to privately place (the “Debt Offering”) up to $50

PHI, INC. ANNOUNCES CASH TENDER OFFER AND CONSENT SOLICITATION

EX-99.1 2 d611596dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE PHI, INC. ANNOUNCES CASH TENDER OFFER AND CONSENT SOLICITATION LAFAYETTE, LOUISIANA, June 15, 2018 – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting); PHIIK (non-voting)) (“PHI”) announced today that it plans to commence a cash tender offer (the “Tender Offer”), subject to the terms and conditions to be d

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 15, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Number)

PHII / PHI, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-9827 PHI,

PHII / PHI, Inc. DEF 14C

DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☑ Definitive Information Statement PHI, Inc. (

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Trudy P.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 7, 2018 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File

PHI, INC. ANNOUNCES APPOINTMENT OF ALAN W. BRASS TO BOARD OF DIRECTORS

EX-99.1 Exhibit 99.1 CONTACT FOR IMMEDIATE RELEASE Trudy McConnaughhay, PHI, Inc. 337-235-2452 PHI, INC. ANNOUNCES APPOINTMENT OF ALAN W. BRASS TO BOARD OF DIRECTORS (Lafayette, Louisiana, March 12, 2018) – PHI, Inc. (The Nasdaq Select Global Market: PHII (voting) PHIIK (non-voting)) announced the appointment of Alan W. Brass to its Board of Directors effective March 7, 2018. Mr. Brass has been a

PHII / PHI, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-9827

Subsidiaries of the Registrant

exhibit21 Exhibit 21 PHI, Inc. Subsidiaries of the Registrant at December 31, 2017 COMPANY PLACE OF ORGANIZATION / INCORPORATION % OF VOTING STOCK / MEMBERSHIP INTEREST OWNED Energy Risk, Ltd. Bermuda 100% HELEX, LLC Florida 100% PHI Tech Services, Inc. Louisiana 100% Helicopter Management, LLC Louisiana 100% Helicopter Leasing, LLC Louisiana 100% AM Equity Holdings, L.L.C. Louisiana 100% PHI Air

PHII / PHI, Inc. / VAN DEN BERG MANAGEMENT I, INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* PHI, Inc. (Name of Issuer) Common Stock, Par Value of $0.10 (Title of Class of Securities) 69336T205 (CUSIP Number) December 31, 2017 (Date of Event Whic

PHII / PHI, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* PHI INC-NON VOTING (Name of Issuer) Common Stock (Title of Class of Securities) 69336T205 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

DON WALL AND PHI, INC. COMPLETE THE PREVIOUSLY ANNOUNCED ACQUISITION OF HNZ GROUP INC.

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE DON WALL AND PHI, INC. COMPLETE THE PREVIOUSLY ANNOUNCED ACQUISITION OF HNZ GROUP INC. MONTREAL and LAFAYETTE, LOUISIANA, December 29, 2017 ? HNZ Group Inc. (TSX: HNZ) (?HNZ? or the ?Corporation?) and PHI, Inc. (The Nasdaq Select Global Market: PHII (voting) PHIIK (non-voting)) (?PHI?) announced today that they have completed the previously

Fifth Amendment to Second Amended and Restated Loan Agreement, dated as of December 26, 2017, by and among PHI, Inc., PHI Air Medical, L.L.C., PHI Tech Services, Inc., International Helicopter Transport, Inc. and Whitney National Bank (incorporated by reference to Exhibit 4.1 to PHI’s Current Report on Form 8-K filed December 29, 2017).

EX-4.1 Exhibit 4.1 FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the ?Fifth Amendment?), is dated and effective as of December 29, 2017 (the ?Effective Date?), and is by and among Whitney Bank, a Mississippi state chartered bank, (hereinafter ?Bank?), PHI, Inc., (hereinafter referred to as ?PHI?), PHI Air Medical,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 26, 2017 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Numb

PHII / PHI, Inc. 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 18, 2017 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File

Amending Agreement to Arrangement Agreement, dated December 18, 2017, by and among HNZ Group Inc., PHI, Inc., 2075568 Alberta ULC and Don E. Wall

EX-2.1 2 d480135dex21.htm EX-2.1 Exhibit 2.1 AMENDING AGREEMENT TO ARRANGEMENT AGREEMENT THIS AMENDING AGREEMENT (the “Amending Agreement”), which amends the Arrangement Agreement (as defined below), is made as of December 18, 2017 between 2075568 Alberta ULC (the “Canadian Purchaser”), Mr. Don E. Wall (“Don Wall”), PHI, Inc. (the “International Purchaser” and, together with the Canadian Purchaser

HNZ GROUP INC. SHAREHOLDERS AND SUPERIOR COURT OF QUEBEC APPROVE ITS ACQUISITION BY PRESIDENT AND CEO DON WALL AND PHI, INC.

EX-99.1 3 d480135dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE HNZ GROUP INC. SHAREHOLDERS AND SUPERIOR COURT OF QUEBEC APPROVE ITS ACQUISITION BY PRESIDENT AND CEO DON WALL AND PHI, INC. MONTREAL and LAFAYETTE, LOUISIANA, December 20, 2017 – HNZ Group Inc. (TSX: HNZ) (“HNZ” or the “Corporation”) and PHI, Inc. (The Nasdaq Select Global Market: PHII (voting) PHIIK (non-voting)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 23, 2017 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission File Numb

Arrangement Agreement dated as of October 30, 2017 by and among HNZ Group Inc., the Company, 2075568 Alberta ULC and Don E. Wall (incorporated by reference to Exhibit 2.1 to PHI’s Report on Form 10-Q for the quarter ended September 30, 2017, and filed November 3, 2017).

Exhibit 2.1 2075568 ALBERTA ULC and DON E. WALL and PHI, INC. and HNZ GROUP INC. ARRANGEMENT AGREEMENT OCTOBER 30, 2017 {B1191373.1} DOCS 17023674 - i - TABLE OF CONTENTS ARTICLE 1 INTERPRETATION2 1.1Defined Terms 2 1.2Certain Rules of Interpretation 19 ARTICLE 2 THE ARRANGEMENT20 2.1Arrangement 20 2.2Interim Order 20 2.3The Corporation Meeting 21 2.4The Corporation Circular 22 2.5Final Order 24 2

PHI Commitment Letter by and between the Company and Alberta ULC 2075568

Exhibit 10.2 October 30, 2017 2075568 Alberta ULC c/o Don E. Wall 661 Estate Drive Sherwood Park, Alberta T8B 1M4 Re: Senior Unsecured Credit Facility Mr. Wall: In connection with the acquisition (the “HNZ Acquisition”) of 100% of the capital stock of HNZ Group Inc. (“HNZ” or the “Company”) by 2075568 Alberta ULC (the “Borrower”), PHI, Inc., a Louisiana corporation (“Lender”), is pleased to extend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

10-Q 1 phii-093017x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

HNZ GROUP INC. TO BE ACQUIRED BY PRESIDENT AND CEO DON WALL AND PHI, INC.

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE HNZ GROUP INC. TO BE ACQUIRED BY PRESIDENT AND CEO DON WALL AND PHI, INC. ? Shareholders to receive CAD$18.70 in cash per share, representing a premium of 43.3% to the October 30, 2017 closing price of the Corporation?s common and variable voting shares on the Toronto Stock Exchange, the last trading day prior to the date of this announcemen

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 31, 2017 PHI, Inc. (Exact Name of Registrant as Specified in Its Charter) Louisiana 0-9827 72-0395707 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-9827 PHI,

PHI 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3(i) to PHI’s Report on Form 10-Q for the quarterly period ended March 31, 2017, filed May 9, 2017).

EX-3.1(i) EXHIBIT 3.1 (i) AMENDED AND RESTATED ARTICLES OF INCORPORATION of PHI, INC. (reflecting all amendments through May 4, 2017) ARTICLE I NAME The name of the corporation is PHI, Inc. (the ?Corporation?). ARTICLE II PURPOSE The Corporation?s purpose is to engage in any lawful activity for which corporations may be formed under the Business Corporation Act of Louisiana. ARTICLE III CAPITAL A.

PHI S-8

S-8 1 d392881ds8.htm S-8 As filed with the Securities and Exchange Commission on May 4, 2017. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 PHI, INC. (Exact name of registrant as specified in its charter) Louisiana 72-0395707 (State or other jurisdiction of incorporation or organization

Second Amended and Restated PHI Inc. Long-Term Incentive Plan (incorporated by reference to Appendix A to PHI’s Information Statement on Schedule 14C filed April 12, 2017).

Definitive Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PHI PRELIMINARY INFORMATION STATEMENT

PRE 14C 1 d363593dpre14c.htm PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☑ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-

PHI FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AGREEMENT, RELEASE AND WAIVER This Agreement, Release and Waiver (“Agreement”) is entered into by and between PHI, Inc. (“PHI”) Richard A. Rovinelli, Employee No. 1803 (“EMPLOYEE”)

EX-10.8 Exhibit 10.8 AGREEMENT, RELEASE AND WAIVER This Agreement, Release and Waiver (“Agreement”) is entered into by and between PHI, Inc. (“PHI”) And Richard A. Rovinelli, Employee No. 1803 (“EMPLOYEE”) PHI and the EMPLOYEE mutually agree to a severance of the EMPLOYEE’s employment with PHI pursuant to and subject to the terms of this Agreement. You are advised to consult an attorney before sig

CONSULTANT AGREEMENT

EX-10.9 Exhibit 10.9 CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT (the “Agreement”) is made and entered into by and between PHI, Inc., a Louisiana corporation, with offices at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508 (the “Company”) and Richard A. Rovinelli, an individual having an address at 1510 FM 350 North, Livingston, TX 77351, (the “Consultant”), to be effective the weekday

PHI, Inc.

EX-21 Exhibit 21 PHI, Inc. Subsidiaries of the Registrant at December 31, 2016 COMPANY PLACE OF ORGANIZATION / INCORPORATION % OF VOTING STOCK / MEMBERSHIP INTEREST OWNED Energy Risk, Ltd. Bermuda 100 % HELEX, LLC Florida 100 % PHI Tech Services, Inc. Louisiana 100 % Helicopter Management, LLC Louisiana 100 % Helicopter Leasing, LLC Louisiana 100 % AM Equity Holdings, L.L.C. Louisiana 100 % PHI Ai

Terms of Employment of James Hinch, dated February 6, 2017. (incorporated by reference to Exhibit 10.7 to PHI's Report on Form 10-K for the year ended December 31, 2016, filed on February 27, 2017.

EX-10.7 Exhibit 10.7 POST OFFICE BOX 90808 LAFAYETTE, LOUISIANA 70509 USA TELEPHONE: 337 235 2452 Lance F. Bospflug President & Chief Operating Officer February 6, 2017 Mr. Jamie Hinch 28152 Emerald Oaks Magnolia, TX 77354 Dear Jamie: On behalf of PHI, Inc., I am pleased to confirm our offer of employment on the following terms and conditions. Your position will be Chief Administrative Officer for

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Trudy P.

PHI SCHEDULE 13G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* PHI INC-NON VOTING (Name of Issuer) Common Stock (Title of Class of Securities) 69336T205 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

PHI FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-9827 P

Fourth Amendment to Second Amended and Restated Loan Agreement, dated as of September 30, 2016, by and among PHI, Inc., PHI Air Medical, L.L.C., PHI Tech Services, Inc., International Helicopter Transport, Inc. and Whitney National Bank. (incorporated by reference to Exhibit 4.5 to PHI’s Report on Form 10-Q for the quarterly period ended September 30, 2016, filed November 7, 2016).

EX-4.5 EXHIBIT 4.5 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the ?Fourth Amendment?), is dated and effective as of September 30, 2016 (the ?Effective Date?), and is by and among Whitney Bank, a Mississippi state chartered bank, (hereinafter ?Bank?), PHI, Inc., formerly named Petroleum Helicopters, Inc. (herei

PHI FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PHII / PHI, Inc. / Gonsoulin Alton Anthony Jr - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* PHI, Inc. (Name of Issuer) Voting Common Stock, $0.10 par value (Title of Class of Securities) 69336T106 (CUSIP Number) Al A. Gonsoulin 4655 Sweetwater Boulevard Suite 300 Sugarland, TX 77479 Telephone: 800-804-9003 (Name, Address and Telephone Number of

PHI 10-Q (Quarterly Report)

10-Q 1 d89221d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commissi

PHI DEF 14C

DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) þ Definitive Information Statement PHI, Inc. (

PHI 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PHI, Inc.

EX-21 Exhibit 21 PHI, Inc. Subsidiaries of the Registrant at December 31, 2015 COMPANY PLACE OF ORGANIZATION / INCORPORATION % OF VOTING STOCK / MEMBERSHIP INTEREST OWNED Energy Risk, Ltd. Bermuda 100 % HELEX, LLC Florida 100 % PHI Tech Services, Inc. Louisiana 100 % International Helicopter Transport, Inc. Louisiana 100 % Helicopter Management, LLC Louisiana 100 % Helicopter Leasing, LLC Louisian

PHII / PHI, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* PHI INC-NON VOTING (Name of Issuer) Common Stock (Title of Class of Securities) 69336T205 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3(ii) to PHI’s Report on Form 10-Q for the quarterly period ended September 30, 2015, filed November 6, 2015).

Exhibit 3.1(ii) AMENDED AND RESTATED BY-LAWS of PHI, INC. (as amended through November 5, 2015) SECTION 1. OFFICES 1.1. Principal Office. The principal office of the Corporation shall be located at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508. 1.2. Additional Offices. The Corporation may have such offices at such other places as the Corporation?s Board of Directors (the ?Board? or ?Boa

Form of Indemnity Agreement dated November 5, 2015 between PHI, Inc. and each of its directors (incorporated by reference to Exhibit 10.2 to PHI’s Report on Form 10-Q for the quarterly period ended September 30, 2015, filed November 6, 2015).

Exhibit 10.2 [Form of] INDEMNIFICATION AGREEMENT (with directors) This Indemnification Agreement (the ?Agreement?) is made as of the 5th day of November, 2015 (the ?Effective Date?), by and between PHI, Inc., a Louisiana corporation (the ?Corporation?), and (?Indemnitee?). In consideration of Indemnitee?s service as a director of the Corporation commencing on or before the date hereof, the Corpora

Third Amendment to Second Amended and Restated Loan Agreement, dated as of September 25, 2015, by and among PHI, Inc., PHI Air Medical, L.L.C., PHI Tech Services, Inc., International Helicopter Transport, Inc. and Whitney National Bank (incorporated by reference to Exhibit 4.4 to PHI’s Report on Form 10-Q for the quarterly period ended September 30, 2015, filed November 6, 2015).

EXHIBIT 4.4 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the ?Third Amendment?), is dated and effective as of September 25, 2015 (the ?Effective Date?), and is by and among Whitney Bank, a Mississippi state chartered bank, (the surviving bank after a consolidation of Whitney Bank, a Louisiana state chartered bank

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-9827

PHI S-8

S-8 As filed with the Securities and Exchange Commission on August 7, 2015. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 PHI, INC. (Exact name of registrant as specified in its charter) Louisiana (State or other jurisdiction of incorporation or organization) 72-0395707 (I.R.S. Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2015 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-9827 PHI,

PHI S-8 POS

S-8 POS 1 d923043ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 8, 2015. Registration No. 333-02025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 3 to FORM S-8 REGISTRATION STATEMENT No. 333-02025 under THE SECURITIES ACT OF 1933 PHI, INC. (Exact name of registrant as specified in its charter) Louisiana 72-03957

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

10-Q 1 d909320d10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0

AMENDED AND RESTATED ARTICLES OF INCORPORATION PHI, INC. (reflecting all amendments through May 5, 2015) ARTICLE I

EXHIBIT 3.1 (i) AMENDED AND RESTATED ARTICLES OF INCORPORATION of PHI, INC. (reflecting all amendments through May 5, 2015) ARTICLE I Name The name of the corporation is PHI, Inc. (the ?Corporation?). ARTICLE II Purpose The Corporation?s purpose is to engage in any lawful activity for which corporations may he formed under the Business Corporation Act of Louisiana. ARTICLE III Capital A. The Corpo

PHI DEF 14C

DEF 14C 1 d860957ddef14c.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) þ Definitive Info

PHII / PHI, Inc. / Gonsoulin Alton Anthony Jr - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* PHI, Inc. (Name of Issuer) Voting Common Stock, $0.10 par value (Title of Class of Securities) 69336T106 (CUSIP Number) Al A. Gonsoulin 4655 Sweetwater Boulevard Suite 300 Sugarland, TX 77479 Telephone: 800-804-9003 (Name, Address and Telephone

PHI PRE 14C

PRE 14C 1 d860957dpre14c.htm PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: þ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Info

PHI, Inc.

Exhibit 21 PHI, Inc. Subsidiaries of the Registrant at December 31, 2014 COMPANY PLACE OF ORGANIZATION / INCORPORATION % OF VOTING STOCK / MEMBERSHIP INTEREST OWNED Energy Risk LTD Bermuda 100 % HELEX, LLC Florida 100 % International Helicopter Transport, Inc. Louisiana 100 % PHI Tech Services, Inc. Louisiana 100 % Helicopter Management, LLC Louisiana 100 % Helicopter Leasing, LLC Louisiana 100 %

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-9827

PHII / PHI, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* PHI INC-NON VOTING (Name of Issuer) Common Stock (Title of Class of Securities) 69336T205 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

PHII / PHI, Inc. CORRESP - -

CORRESP Via Edgar November 24, 2014 Division of Corporation Finance US Securities and Exchange Commission 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2014 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-9827

Second Amendment to Second Amended and Restated Loan Agreement, dated as of September 26, 2014, by and among PHI, Inc., PHI Air Medical, L.L.C., PHI Tech Services, Inc., International Helicopter Transport, Inc. and Whitney National Bank (incorporated by reference to Exhibit 4.3 to PHI’s Report on Form 10-Q for the quarterly period ended September 30, 2014, filed November 7, 2014).

EX-4.3 2 d782486dex43.htm EX-4.3 EXHIBIT 4.3 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the “Second Amendment”), is dated and effective as of September 26, 2014 (the “Effective Date”), and is by and among Whitney Bank, a Mississippi state chartered bank, (the surviving bank after a consolidation of Whitney Ban

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2014 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-9827 PHI,

PHI, Inc. Offer to Exchange Up to $500,000,000 Registered 5.25% Senior Notes due 2019 for All Outstanding Unregistered 5.25% Senior Notes due 2019

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-196196 PROSPECTUS PHI, Inc. Offer to Exchange Up to $500,000,000 Registered 5.25% Senior Notes due 2019 for All Outstanding Unregistered 5.25% Senior Notes due 2019 We are offering to exchange up to $500,000,000 aggregate principal amount of 5.25% Senior Notes due 2019 that we have registered under the Securities Act of

PHII / PHI, Inc. CORRESP - -

CORRESP POST OFFICE BOX 90808 LAFAYETTE, LOUISIANA 70509 USA TELEPHONE: 337 235 2452 July 23, 2014 Via EDGAR and E-mail Securities and Exchange Commission 100 F.

PHII / PHI, Inc. S-4/A - - S-4/A

S-4/A 1 d731108ds4a.htm S-4/A Table of Contents As filed with the United States Securities and Exchange Commission on July 11, 2014 Registration No. 333-196196 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHI, INC. and the Registrant Guarantors* (Exact Name of Registrant as Specified in I

POWER OF ATTORNEY

EX-24.2 5 d731108dex242.htm EX-24.2 Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Al A. Gonsoulin and Trudy P. McConnaughhay and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and i

PHII / PHI, Inc. CORRESP - -

Correspondence POST OFFICE BOX 90808 LAFAYETTE, LOUISIANA 70509 USA TELEPHONE: 337 235 2452 July 11, 2014 Via EDGAR and E-mail Securities and Exchange Commission 100 F.

PHII / PHI, Inc. CORRESP - -

CORRESP 1 filename1.htm POST OFFICE BOX 90808 LAFAYETTE, LOUISIANA 70509 USA TELEPHONE: 337 235 2452 July 11, 2014 Via EDGAR and E-mail Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Susan Block Re: PHI, Inc. Registration Statement on Form S-4 Originally filed May 23, 2014 File No. 333-196196 Dear Ms. Block: In connection with the above-referenced Registra

LETTER OF TRANSMITTAL To Tender for Exchange 5.25% Senior Notes due 2019 PHI, Inc. Pursuant to the Prospectus Dated , 2014

EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL To Tender for Exchange 5.25% Senior Notes due 2019 of PHI, Inc. Pursuant to the Prospectus Dated , 2014 THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2014 UNLESS EXTENDED BY PHI, INC. IN ITS SOLE DISCRETION (THE “EXPIRATION DATE”). TENDERS OF NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. The Exchange Agent for the Exchan

PHI, INC. OFFER TO EXCHANGE UP TO $500,000,000 REGISTERED 5.25% SENIOR NOTES DUE 2019 FOR ANY AND ALL OUTSTANDING UNREGISTERED 5.25% SENIOR NOTES DUE 2019

EX-99.2 Exhibit 99.2 PHI, INC. OFFER TO EXCHANGE UP TO $500,000,000 REGISTERED 5.25% SENIOR NOTES DUE 2019 FOR ANY AND ALL OUTSTANDING UNREGISTERED 5.25% SENIOR NOTES DUE 2019 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: PHI, Inc. (the “Company”) is offering, subject to the terms and conditions set forth in the prospectus, dated , 2014 (the “Prospectus”), relating to

- FORM S-4

Form S-4 Table of Contents As filed with the United States Securities and Exchange Commission on May 22, 2014 Registration No.

Calculation of Ratio of Earnings to Fixed Charges

EX-12.1 Exhibit 12.1 Calculation of Ratio of Earnings to Fixed Charges Year Ended December 31, Three months ended March 31, 2014 2009 2010 2011 2012 2013 (dollars in thousands) Earnings Pre-tax income $ 21,841 $ 14,593 $ 8,086 $ 34,049 $ 90,141 $ (8,513 ) Fixed charges 31,425 26,479 35,538 38,080 40,571 38,644 Earnings, as adjusted $ 53,266 $ 41,072 $ 43,624 $ 72,129 $ 130,712 $ 30,131 Fixed Charg

PHI, INC. OFFER TO EXCHANGE UP TO $500,000,000 REGISTERED 5.25% SENIOR NOTES DUE 2019 FOR ANY AND ALL OUTSTANDING UNREGISTERED 5.25% SENIOR NOTES DUE 2019

EX-99.3 9 d731108dex993.htm EX-99.3 Exhibit 99.3 PHI, INC. OFFER TO EXCHANGE UP TO $500,000,000 REGISTERED 5.25% SENIOR NOTES DUE 2019 FOR ANY AND ALL OUTSTANDING UNREGISTERED 5.25% SENIOR NOTES DUE 2019 To Our Clients: Enclosed for your consideration is a prospectus, dated , 2014 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Ex