Helix Energy Solutions Group, Inc. (NYSE:HLX) Files An 8-K Entry into a Material Definitive Agreement

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

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On March20, 2018, Helix Energy Solutions Group, Inc. (the “Company”) completed its previously announced underwritten public offering of $125million aggregate principal amount of its 4.125% Convertible Senior Notes due 2023 (the “Notes”).The Company issued the Notes to a base indenture, dated as of November1, 2016 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of March20, 2018 between the Company and the Trustee (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).

The Notes bear interest at a rate of 4.125%per annum, payable semi-annually in arrears on March15 and September15 of each year, beginning on September15, 2018.The Notes will mature on September15, 2023, unless earlier converted or redeemed or repurchased by us.During certain periods and subject to certain conditions (as described in the Indenture) the Notes will be convertible by the holders into shares of the Company’s common stock at an initial conversion rate of 105.6133 shares of common stock per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $9.47 per share of common stock), subject to adjustment in certain circumstances as set forth in the Indenture.The initial conversion price represents a conversion premium of approximately 45.0% over the closing price of the Company’s common stock on March13, 2018 of $6.53 per share. Upon conversion, holders will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof. Holders that surrender Notes for conversion in connection with a “make-whole fundamental change,” as defined in the Indenture, may in certain circumstances be entitled to an increased conversion rate.

Prior to March15, 2021, the Notes will not be redeemable.On or after March15, 2021, the Company may, at its option, redeem all or any portion of the Notes, subject to certain conditions, at a redemption price payable in cash equal to 50% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, and a “make-whole premium” with a value equal to the present value of the remaining scheduled payments of interest on the Notes to be redeemed up to and including September15, 2023, as further described in the Indenture. Holders of the Notes may require us to repurchase the Notes following a “fundamental change,” as defined in the Indenture.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the entire principal amount of all the Notes, and the interest accrued on such Notes, if any, to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company or a principal subsidiary, the principal amount of the Notes together with any accrued and unpaid interest thereon will automatically be and become immediately due and payable.

The Notes will be the Company’s general senior unsecured obligations and will rank equally in right of payment with all of its existing and future senior unsecured indebtedness. The Notes will be effectively subordinated to all of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness or other obligations and structurally subordinated to all existing and future liabilities of the Company’s subsidiaries, including trade payables.

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the Second Supplemental Indenture andthe form of Note, copies of which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 1.01Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to the Indenture and the Notes is hereby incorporated by reference into this Item 1.01 insofar as it relates to the creation of a direct financial obligation.

Item 1.01 Financial Statements and Exhibits

(d) Exhibits




4.1 Indenture, dated as of November 1, 2016, by and between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit4.1 to the Current Report on Form 8-K filed on November1, 2016, and incorporated herein by reference).
4.2 Second Supplemental Indenture, dated as of March20, 2018, by and between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3 Form of 4.125% Convertible Senior Note (included in Exhibit 4.2).

EX-4.2 2 d554710dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 EXECUTION VERSION HELIX ENERGY SOLUTIONS GROUP,…
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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).

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