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 March13, 2018, Helix Energy Solutions Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as representatives of the several underwriters (the “Underwriters”), to which the Company agreed to sell $125million aggregate principal amount of the Company’s 4.125% Convertible Senior Notes due 2023 (the “Notes”). The issuance and sale of the Notes has been registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s shelf registration statement on Form S-3ASR (Registration No.333-214259), and is being made to a prospectus supplement, dated March13, 2018, and a base prospectus, dated October26, 2016, filed with the Securities and Exchange Commission to Rule 424(b) of the Securities Act. The offering is expected to close on March20, 2018, subject to customary closing conditions.

The Underwriting Agreement contains customary representations and warranties and indemnification and contribution provisions whereby the Company, on the one hand, and the Underwriters, on the other hand, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

As more fully described in the prospectus supplement, certain of the Underwriters and/or their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates, in the ordinary course of business for which they have received and would receive customary compensation. Certain of the Underwriters, or one or more of their respective affiliates, are lenders under the Company’s credit facilities and, as a result, may receive a portion of the net proceeds from the offering.

The Company intends to use the net proceeds to repurchase $59.306million principal amount of the Company’s 3.25% Convertible Senior Notes due 2032 (the “2032 Notes”) in its previously announced offer to repurchase the 2032 Notes and to repay outstanding borrowings under its term loan. The Company may use a portion of the net proceeds from the offering to repurchase or redeem the aggregate principal amount of 2032 Notes that were not purchased in its repurchase offer.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. The Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Statements in this report, including but not limited to those relating to the closing of the offering, use of proceeds, sales by the Underwriters and other statements that are not historical facts, are forward looking statements that are based on current expectations. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements include satisfaction of closing conditions to the Underwriting Agreement, actions by the Underwriters, market conditions, risks regarding financing, capital needs and other risks described in the prospectus relating to the offering and the Company’s Annual Report on Form 10-K for the year ended December31, 2017 and its other filings with the Securities and Exchange Commission.

Item 1.01 Financial Statements and Exhibits

(d) Exhibits

HELIX ENERGY SOLUTIONS GROUP INC Exhibit
EX-1.1 2 d537740dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 $125,…
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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).