Helix Energy Solutions Group, Inc. (NYSE:HLX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 30, 2017, Helix Energy Solutions Group, Inc., a Minnesota
corporation (the Company), entered into an Amended and Restated
Credit Agreement (the Credit Agreement) with Bank of America,
N.A., as administrative agent, swing line lender and letters of
credit issuer, together with the other lenders party thereto,
comprised of a $100 million term loan (the Term Loan) and a
revolving credit facility (the Revolving Credit Facility) of up
to $150 million (the Revolving Loans). The Revolving Credit
Facility also permits the Company to obtain letters of credit up
to a sublimit of $25 million. Subject to customary conditions,
the Company may request aggregate commitments up to $100 million
with respect to an increase in the Revolving Credit Facility,
additional term loans, or a combination thereof. Upon the closing
of the Credit Agreement, the Company borrowed the full $100
million Term Loan in order to fund part of the repayment of the
approximately $180 million term loan then outstanding under the
credit facility prior to its amendment and restatement.
corporation (the Company), entered into an Amended and Restated
Credit Agreement (the Credit Agreement) with Bank of America,
N.A., as administrative agent, swing line lender and letters of
credit issuer, together with the other lenders party thereto,
comprised of a $100 million term loan (the Term Loan) and a
revolving credit facility (the Revolving Credit Facility) of up
to $150 million (the Revolving Loans). The Revolving Credit
Facility also permits the Company to obtain letters of credit up
to a sublimit of $25 million. Subject to customary conditions,
the Company may request aggregate commitments up to $100 million
with respect to an increase in the Revolving Credit Facility,
additional term loans, or a combination thereof. Upon the closing
of the Credit Agreement, the Company borrowed the full $100
million Term Loan in order to fund part of the repayment of the
approximately $180 million term loan then outstanding under the
credit facility prior to its amendment and restatement.
The Term Loan and the Revolving Loans (together, the Loans) will,
at the Companys election, bear interest either in relation to
Bank of Americas base rate or to a LIBOR rate, provided that all
swing line loans will be base rate loans.
at the Companys election, bear interest either in relation to
Bank of Americas base rate or to a LIBOR rate, provided that all
swing line loans will be base rate loans.
The Term Loan or portions thereof bearing interest at the base
rate will bear interest at a per annum rate equal to the base
rate plus 3.25%. The Term Loan or portions thereof bearing
interest at a LIBOR rate will bear interest per annum at the
LIBOR rate selected by the Company plus a margin of 4.25%. The
Revolving Loans or portions thereof bearing interest at the base
rate will bear interest at a per annum rate equal to the base
rate plus a margin ranging from 1.75% to 3.25%. The Revolving
Loans or portions thereof bearing interest at a LIBOR rate will
bear interest per annum at the LIBOR rate selected by the Company
plus a margin ranging from 2.75% to 4.25%. A letter of credit fee
is payable by the Company equal to its applicable margin for
LIBOR rate Loans times the daily amount available to be drawn
under the applicable letter of credit. Margins on the Revolving
Loans will vary in relation to the consolidated total leverage
ratio provided for in the Credit Agreement.
rate will bear interest at a per annum rate equal to the base
rate plus 3.25%. The Term Loan or portions thereof bearing
interest at a LIBOR rate will bear interest per annum at the
LIBOR rate selected by the Company plus a margin of 4.25%. The
Revolving Loans or portions thereof bearing interest at the base
rate will bear interest at a per annum rate equal to the base
rate plus a margin ranging from 1.75% to 3.25%. The Revolving
Loans or portions thereof bearing interest at a LIBOR rate will
bear interest per annum at the LIBOR rate selected by the Company
plus a margin ranging from 2.75% to 4.25%. A letter of credit fee
is payable by the Company equal to its applicable margin for
LIBOR rate Loans times the daily amount available to be drawn
under the applicable letter of credit. Margins on the Revolving
Loans will vary in relation to the consolidated total leverage
ratio provided for in the Credit Agreement.
The Term Loan matures on June 30, 2020 and is subject to
scheduled installments of principal reduction of 5% in the first
loan year, 10% in the second loan year and 15% in the third loan
year, payable quarterly, with a balloon payment at maturity,
which installment amounts are subject to adjustment for any
prepayments on the Term Loan. The Company may elect to prepay
amounts outstanding under the Term Loan without premium or
penalty, but may not reborrow any amounts prepaid. The Company
may prepay amounts outstanding under the Revolving Loans without
premium or penalty, and may reborrow any amounts prepaid up to
the amount of the Revolving Credit Facility. The Revolving Loans
mature on June 30, 2020. In certain circumstances, the Company
will be required to prepay the Loans.
scheduled installments of principal reduction of 5% in the first
loan year, 10% in the second loan year and 15% in the third loan
year, payable quarterly, with a balloon payment at maturity,
which installment amounts are subject to adjustment for any
prepayments on the Term Loan. The Company may elect to prepay
amounts outstanding under the Term Loan without premium or
penalty, but may not reborrow any amounts prepaid. The Company
may prepay amounts outstanding under the Revolving Loans without
premium or penalty, and may reborrow any amounts prepaid up to
the amount of the Revolving Credit Facility. The Revolving Loans
mature on June 30, 2020. In certain circumstances, the Company
will be required to prepay the Loans.
The Credit Agreement and the other documents entered into in
connection with the Credit Agreement (together, the Loan
Documents) include terms and conditions, including covenants,
which the Company considers customary for this type of
transaction. The covenants include certain restrictions on the
Companys and its subsidiaries ability to grant liens, incur
indebtedness, make investments, merge or consolidate, sell or
transfer assets, pay dividends and make capital expenditures. In
addition, the Credit Agreement obligates the Company to meet
minimum financial ratio requirements of EBITDA to interest
charges and funded debt to EBITDA, provided that if there are no
Loans outstanding, the funded debt ratio requirement permits the
Company to offset a certain amount of cash against the funded
debt used in the calculation. For any period where there are
amounts outstanding under the Revolving Loans or unreimbursed
draws under letters of credit issued under the Revolving Credit
Facility, the Company is also required to meet a minimum ratio
requirement of total secured indebtedness to EBITDA. The Credit
Agreement also obligates the Company to maintain certain cash
levels depending on the type of indebtedness outstanding.
connection with the Credit Agreement (together, the Loan
Documents) include terms and conditions, including covenants,
which the Company considers customary for this type of
transaction. The covenants include certain restrictions on the
Companys and its subsidiaries ability to grant liens, incur
indebtedness, make investments, merge or consolidate, sell or
transfer assets, pay dividends and make capital expenditures. In
addition, the Credit Agreement obligates the Company to meet
minimum financial ratio requirements of EBITDA to interest
charges and funded debt to EBITDA, provided that if there are no
Loans outstanding, the funded debt ratio requirement permits the
Company to offset a certain amount of cash against the funded
debt used in the calculation. For any period where there are
amounts outstanding under the Revolving Loans or unreimbursed
draws under letters of credit issued under the Revolving Credit
Facility, the Company is also required to meet a minimum ratio
requirement of total secured indebtedness to EBITDA. The Credit
Agreement also obligates the Company to maintain certain cash
levels depending on the type of indebtedness outstanding.
The Company may from time to time designate one or more of its
foreign subsidiaries as subsidiaries which are not generally
subject to the covenants in the Credit Agreement (Unrestricted
Subsidiaries), provided that the Company meets certain liquidity
requirements.>The debt and EBITDA of Unrestricted Subsidiaries
are not included in the calculations of the Companys financial
covenants,>except for the debt and EBITDA of Helix Q5000
Holdings, S.a.r.l. The obligations of the Company under the
Credit Agreement are guaranteed by the Companys domestic
subsidiaries and Canyon Offshore Limited, and the obligations of
the Company under the Credit Agreement and of such guarantors
under their guarantee are secured by most of the assets of the
Company, its domestic subsidiaries and Canyon Offshore Limited,
plus pledges of up to two-thirds of the shares of certain foreign
subsidiaries.
foreign subsidiaries as subsidiaries which are not generally
subject to the covenants in the Credit Agreement (Unrestricted
Subsidiaries), provided that the Company meets certain liquidity
requirements.>The debt and EBITDA of Unrestricted Subsidiaries
are not included in the calculations of the Companys financial
covenants,>except for the debt and EBITDA of Helix Q5000
Holdings, S.a.r.l. The obligations of the Company under the
Credit Agreement are guaranteed by the Companys domestic
subsidiaries and Canyon Offshore Limited, and the obligations of
the Company under the Credit Agreement and of such guarantors
under their guarantee are secured by most of the assets of the
Company, its domestic subsidiaries and Canyon Offshore Limited,
plus pledges of up to two-thirds of the shares of certain foreign
subsidiaries.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information described above under Item 1.01 Entry into a
Material Definitive Agreement is incorporated herein by
reference.
Material Definitive Agreement is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On June 30,>2017, the Company issued a press release regarding
the Loans, which press release is attached as Exhibit 99.1 and
incorporated by reference herein.
the Loans, which press release is attached as Exhibit 99.1 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Number
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Description
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4.1
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Amended and Restated Credit Agreement dated June 30,
2017, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto. |
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99.1
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Press Release of Helix Energy Solutions Group, Inc.
dated June 30, 2017. |
HELIX ENERGY SOLUTIONS GROUP INC ExhibitEX-4.1 2 hlx06302017-ex41.htm AMENDED AND RESTATED CREDIT AGREEMENT Exhibit EXHIBIT 4.1 Published CUSIP Numbers: Deal CUSIP: 42330QAH8Revolving Credit Facility CUSIP: 42330QAJ4Term Facility CUSIP: 42330QAK1AMENDED AND RESTATED CREDIT AGREEMENTDated as of June 30,…To view the full exhibit click here About Helix Energy Solutions Group, Inc. (NYSE:HLX)
Helix Energy Solutions Group, Inc. is an international offshore energy services company. The Company provides services to the offshore energy industry, with a focus on well intervention and robotics operations. The Company operates in three segments: Well Intervention, Robotics and Production Facilities. Its Well Intervention segment includes the Company’s vessels and equipment used to perform well intervention services primarily in the Gulf of Mexico and North Sea regions. Its Robotics segment includes remotely operated vehicles (ROVs), trenchers and ROVDrills designed to complement offshore construction and well intervention services, and operates over four chartered ROV support vessels. Its Production Facilities segment includes the Helix Producer I (the HP I), a floating production vessel, the Helix Fast Response System (the HFRS), and its ownership interest in Independence Hub, LLC (Independence Hub).
