HELIX ENERGY SOLUTIONS GROUP, INC. (NYSE:HLX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On January4, 2017, Helix Energy Solutions Group, Inc. (the
Company) entered into an underwriting agreement (the Underwriting
Agreement) with Credit Suisse Securities (USA) LLC and Wells
Fargo Securities, LLC, as representatives of the several
underwriters listed on Schedule A thereto (collectively, the
Underwriters), in connection with an underwritten public offering
(the Offering) of 23,000,000 shares of the Companys common stock,
no par value (the Common Stock), at a public offering price of
$8.65 per share of Common Stock. In addition, the Company granted
the Underwriters a 30-day option to purchase up to 3,450,000
additional shares of Common Stock at the same price. On January
5, 2017, the Underwriters exercised in full their option to
purchase additional shares. The Company expects the Offering to
close on or about January10, 2017, subject to the satisfaction of
various customary closing conditions.
The Company estimates that the net proceeds from the Offering
will be approximately $219.6, after deducting underwriting
discounts and commissions and estimated Offering expenses. The
Company intends to use the net proceeds from the Offering for
general corporate purposes, which may include debt repayment,
capital expenditures, working capital, acquisitions or
investments in its subsidiaries.
The Underwriting Agreement contains customary representations,
warranties and agreements of the Company, and customary
conditions to closing, obligations of the parties and termination
provisions. The Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the Securities Act).
Certain of the Underwriters or their respective affiliates have,
from time to time, performed, and may in the future perform,
various commercial and investment banking services, trust
services and financial advisory services for the Company and its
affiliates, for which they received, or will receive, customary
fees and expenses. Affiliates of certain of the Underwriters are
agents and/or lenders under the Companys credit agreement dated
June19, 2013, as amended. To the extent the Company uses proceeds
from the Offering to repay indebtedness under its credit
facility, such affiliates may receive proceeds from the Offering.
The Offering was made to the Companys effective automatic shelf
registration statement on Form S-3 (File No.333-214259), as
supplemented by the Preliminary Prospectus Supplement and the
Prospectus Supplement both dated January4, 2017 relating to the
Common Stock, filed with the Securities and Exchange Commission
(the SEC) to Rule 424(b) of the Securities Act on January4, 2017
and January5, 2017, respectively.
The foregoing summary 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.
The legal opinion of Maslon LLP relating to the validity of the
shares of Common Stock to be issued in connection with the
Offering is filed as Exhibit 5.1 to this Current Report on Form
8-K.
Item7.01 Regulation FD Disclosure.
On January4, 2017, the Company issued a press release announcing
the Offering. A copy of the press release is furnished as Exhibit
99.1 hereto.
On January4, 2017, the Company issued a press release announcing
the pricing of the shares of Common Stock in the Offering. A copy
of the press release is furnished as Exhibit 99.2 hereto.
The information contained in this Item7.01 shall not be deemed
filed for the purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or incorporated by
reference in any filing under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
Item9.01 Financial Statements and Exhibits
(d) Exhibits
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| 1.1 |
Underwriting Agreement dated as of January 4, 2017, between Helix Energy Solutions Group, Inc. and Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
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| 5.1 | Opinion of Maslon LLP. | |
| 23.1 | Consent of Maslon LLP (included in Exhibit 5.1). | |
| 99.1 |
Press Release announcing proposed public offering of common stock, dated January 4, 2017. |
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| 99.2 |
Press Release announcing pricing of upsized public offering of common stock, dated January 4, 2017. |
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). HELIX ENERGY SOLUTIONS GROUP, INC. (NYSE:HLX) Recent Trading Information
HELIX ENERGY SOLUTIONS GROUP, INC. (NYSE:HLX) closed its last trading session up +0.22 at 9.52 with 5,925,809 shares trading hands.