Attached files
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): October
9, 2009
Helix
Energy Solutions Group, Inc.
(Exact name of
registrant as specified in its charter)
Minnesota
(State or
other jurisdiction
of
incorporation)
|
001-32936
(Commission
File Number)
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95-3409686
(IRS Employer
Identification No.)
|
|
400
North Sam Houston Parkway East, Suite 400
Houston,
Texas
(Address of
principal executive offices)
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281-618-0400
(Registrant’s
telephone number, including area code)
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77060
(Zip
Code)
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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 (see General Instruction A.2. below):
|_| 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 1.01
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Entry
into a Material Definitive
Agreement.
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Amendment
No. 2 to Credit Agreement
Helix
Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), as borrower,
Bank of America, N.A., as administrative agent, swing line lender and L/C issuer
and the lenders party to the Credit Agreement (as defined below) have entered
into Amendment No. 2 to Credit Agreement dated as of October 9, 2009 (the
“Second Amendment”) which amends the existing Credit Agreement dated as of
July 3, 2006, as amended by Amendment No. 1 to Credit Agreement dated
November 29, 2007 (the “Credit Agreement”), by and among Helix, Bank of America,
N.A., as administrative agent, swing line lender and L/C issuer and the lenders
party thereto. The Second Amendment was executed and delivered on October 9,
2009.
The Second
Amendment, among other things:
·
|
extends the
maturity of the revolving line of credit under the Credit Agreement from
July 1, 2011 to November 30, 2012,
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·
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permits the
disposition of certain oil and gas properties without a limit as to value,
increased from the previous limit of $250,000,000 per year for proved
undeveloped reserves and 75,000,000 per year for proved developed
reserves, provided that Helix uses a portion of the funds to make certain
mandatory prepayments of the existing term
loan,
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·
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relaxes
limitations on Helix’s right to dispose of its vessel, the Caesar,
by permitting the disposition of such asset provided that Helix uses a
portion of the funds to make certain mandatory prepayments of the existing
term loans and permitting Helix to contribute such vessel to a joint
venture or similar arrangement,
|
·
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increases the
maximum amount of all investments permitted in subsidiaries that are
neither loan parties nor whose equity interests are pledged from
$100,000,000 to $150,000,000,
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·
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increases the
amount of restricted payments in the form of stock repurchases or
redemptions such that Helix is permitted to repurchase or redeem its
equity interests to the extent the aggregate price paid since
the effectiveness of the Second Amendment does not exceed, on a cumulative
basis, $25,000,000 if Helix prepays subsequent to the effectiveness of the
Second Amendment an aggregate amount of the term loan equal or
greater than $100,000,000 but less than $200,000,000, and in the amount of
$50,000,000 if Helix prepays subsequent to the effectiveness of
the Second Amendment an aggregate amount of the term loan equal to or
greater than $200,000,000,
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·
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amends the
applicable margins applicable under the Credit Agreement,
and
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·
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Simultaneously with entering into the Second Amendment, Helix completed an increase in the revolving line of credit from $420 million to $435 million utilizing the accordion feature included in the Credit Agreement through an increase in the commitment from an existing lender.
The descriptions of
the provisions of the Amendment are qualified in their entirety by reference to
the full and complete terms of such agreements which are attached hereto as
Exhibit 10.1 and are incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On October 12,
2009, Helix issued a press release containing information related to the
amendment to the Credit Agreement. Attached hereto as Exhibit 99.1, and
incorporated by reference herein, is that press release.
This information is
not deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the
liabilities of that section, and such information is not incorporated by
reference into any registration statements or other document filed under the
Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act,
regardless of the general incorporation language contained in such filing,
except as shall be expressly set forth by specific reference to this
filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
---------- --------------
10.1
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Amendment No.
2 to Credit Agreement, dated as of October 9, 2009, by and among Helix, as
borrower, Bank of America, N.A., as administrative agent, and the lenders
named thereto.
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99.1
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Press Release
dated October 12, 2009, relating to the amendment of the Credit
Agreement.
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SIGNATURES
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 hereunto duly
authorized.
Date: October
13, 2009
HELIX ENERGY
SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony
Tripodo
Executive Vice
President and Chief Financial Officer
Index
to Exhibits
Exhibit
No. Description
10.1
|
Amendment No.
2 to Credit Agreement, dated as of October 9, 2009, by and among Helix, as
borrower, Bank of America, N.A., as administrative agent, and the lenders
named thereto.
|
|
99.1
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Press Release
dated October 12, 2009, relating to the amendment of the Credit
Agreement.
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