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 Exchange Act of 1934

Date of Report (Date of earliest event reported): January 68, 2014

Commission File Number: 333-188927

CHC Helicopter S.A.

(Exact name of registrant as specified in its charter)

Luxembourg

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4740 Agar Drive

Richmond, BC V7B 1A3, Canada

(Address of principal executive offices, zip code)

(604) 276-7500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

~~On January 6, 2014,~~ CHC ~~Group~~Helicopter ~~Ltd~~S.A. (the “~~CHC~~Company”), antoday ~~indirect~~issued ~~parent~~a ofnotice ~~CHC~~pursuant to the ~~Helicopter~~Indenture ~~S.A.,~~governing ~~issued~~its a9.250% ~~press~~Senior ~~release~~Secured ~~announcing~~Notes itdue ~~has~~2020 ~~commenced~~(the an“Notes”) ~~initial~~that ~~public~~it ~~offering~~intends ofto 29redeem $130,~~412~~000,000.00 aggregate principal amount of ~~its~~the ~~ordinary~~Notes ~~shares~~on February 7, ~~all~~2014. ofThe ~~which~~Notes will be ~~offered~~redeemed byat ~~CHC~~a redemption price equal to 103.00% ~~The~~of ~~IPO~~the ~~price~~principal isamount ~~currently~~of ~~expected~~the Notes to be ~~between~~redeemed, ~~$16.00~~plus accrued and unpaid interest to the redemption date. As of January 8, 2014, $181,300,000,000.00 ~~per~~aggregate ~~share~~principal amount of the Notes were outstanding. The Company’s Toobligation to pay the ~~extent~~redemption ~~that~~price on the ~~underwriters~~redemption ~~sell~~date ~~more~~is ~~than~~conditioned upon the ~~allotted~~closing of the initial public offering of ordinary shares of CHC Group Ltd., the ~~underwriters~~Company’s ~~will~~indirect ~~have~~parent, and the ~~option~~receipt toon ~~purchase~~or upprior to anthe ~~additional~~redemption ~~4,411,800~~date by ~~ordinary~~the ~~shares~~Company of funds from CHC Group Ltd. in an amount at ~~the~~least ~~IPO~~equal ~~price,~~to ~~less~~the ~~underwriting~~aggregate ~~discounts~~redemption price.

~~The~~A ~~ordinary~~copy ~~shares~~of ~~have been approved for listing on~~ the ~~New~~notice ~~York Stock Exchange and, subject to the completion~~ of ~~the~~redemption ~~offering~~is ~~and compliance with certain~~attached ~~conditions, will be traded under the symbol “HELI.” CHC expects~~ to ~~use~~this ~~the~~Current ~~proceeds~~Report toon ~~repay~~Form ~~certain~~8-K ~~debt~~as ofExhibit ~~CHC Helicopter S~~99.A.1 and ~~for~~is ~~general~~incorporated ~~corporate~~herein ~~purposes~~by reference.

A copy of this press release is attached as Exhibit 99.1.

The ordinary shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

The press release by CHC was for informational purposes only, did not and does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of such securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The ordinary shares being offered by CHC have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, or the prospectus that it contains.

Cautionary Note on Forward-Looking Statements

~~The~~This ~~press~~Current ~~release~~Report ~~contains~~on Form 8-K contain forward-looking statements and information within the meaning of certain securities laws, including ~~statements~~the “safe ~~relating~~harbor” toprovision ~~CHC~~of ~~helicopter~~the ~~S.A.’s~~United orStates ~~CHC~~Private ~~Group~~Securities ~~Ltd~~Litigation Reform Act of 1995 and any applicable Canadian securities legislation.’s ~~expectations~~All statements, other than statements of historical fact included in this Current Report on Form 8-K, regarding ~~the~~our ~~completion~~strategy, ~~and~~future ~~timing~~operations, ofprojections, ~~the~~conclusions, ~~proposed~~forecasts, ability to close the initial public offering. ~~These~~and other statements are ~~subject~~“forward-looking tostatements”. ~~significant~~While ~~risks~~these ~~and~~forward-looking ~~uncertainties~~statements represent our best current judgment, ~~and~~the actual results could differ materially from ~~those~~the ~~projected.~~conclusions, ~~These~~forecasts ~~risks~~or ~~and~~projections ~~uncertainties~~contained ~~include, without~~in ~~limitation,~~the ~~risks~~forward-looking ~~and~~information. ~~uncertainties~~Certain ~~related~~material tofactors ~~market~~or ~~conditions~~assumptions ~~and~~were ~~satisfaction~~applied ofin ~~customary~~drawing ~~closing~~a ~~conditions~~conclusion ~~related~~or tomaking a anforecast ~~initial~~or ~~public~~projection ~~offering~~in the forward-looking information contained herein. ~~There~~Such ~~can~~factors beinclude, nobut ~~assurance~~are ~~that~~not limited to the ability of our parent CHC Group Ltd. ~~will be able~~ to ~~complete~~close anthe initial public offering of its shares. ~~Additional~~Should ~~risks~~one ~~and~~or more of these risks or uncertainties ~~relating~~materialize, toor ~~CHC~~should ~~Group~~underlying ~~Ltd.~~assumptions ~~and~~prove ~~its~~incorrect, ~~business~~actual ~~can~~outcomes bemay ~~found~~vary inmaterially ~~the~~from ~~“Risk~~those ~~Factors”~~indicated. ~~section~~The ofCompany ~~the~~disclaims ~~prospectus~~any ~~related~~intentions or obligations to ~~the~~update ~~proposed~~or ~~offering~~revise any forward-looking information, whether ~~contained~~as ina ~~the~~result ~~registration~~of ~~statement~~new ~~filed~~information, ~~with~~future ~~the SEC~~events or otherwise. ~~Neither~~Please ofrefer ~~CHC~~to ~~Helicopter~~our ~~S.A.~~annual orreport ~~CHC~~on ~~Group~~Form ~~Ltd.~~10-K, ~~undertakes~~our ~~any~~quarterly ~~duty~~reports oron ~~obligation~~Form to10-Q, ~~update~~and our other filings, in particular any discussion of risk factors or forward-looking statements, ~~contained~~which inare filed with the ~~press~~SEC ~~release~~and asavailable at the SEC’s website (www.sec.gov), for a ~~result~~full discussion of ~~new~~the ~~information,~~risks ~~future~~and ~~events~~other orfactors ~~changes~~that inmay ~~either~~impact ~~CHC~~any ~~Helicopter’s~~ estimates or ~~CHC~~forward-looking ~~Group~~statements ~~Ltd.’s~~made ~~expectations~~herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is attached to this Current Report on Form 8-K:

ExhibitNumber		Description
Exhibit Number		Description
99.1		~~Press~~Notice ~~Release~~of ~~dated~~Optional ~~January~~Redemption 6,of ~~2014~~CHC Helicopter S.A. 9.250% Senior Secured Notes due 2020.

SIGNATURE

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


CHC Helicopter S.A.

By:		/s/ Russ Hill
Name:		Russ Hill
Title:		Authorized Signatory

Date: January 69, 2014

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