Item 2.01 Completion of
Acquisition or Disposition of Assets.
On January 23,
2009, the Company entered into a stock repurchase agreement with Cal Dive for
the sale of 13,564,669 shares of Cal Dive’s common stock to Cal Dive for
aggregate consideration equal to $86,000,000 or $6.34 per share. The purchase
price represents an approximate 2% discount to the 30 day average trading
price of Cal Dive’s Common Stock as of January 16, 2009. Helix
closed the transaction on January 28, 2009. Helix will use the proceeds of
the sale for general corporate purposes. Prior to the completion of the
transaction, the Company owned approximately 57.2% of Cal Dive’s common
stock. After the consummation of this transaction Helix will own 47,942,022 of
the 93,946,409 shares of Cal Dive common stock outstanding such that Helix
maintains approximately a 51% ownership interest in Cal Dive.
The description of
the provisions of the Agreement are qualified in their entirety by reference to
the full and complete terms of the Agreement, which is attached hereto as
Exhibit 10.1 and is incorporated by reference herein.
.
Item 3.02 Unregistered
Shares of Equity Securities.
On January 23,
2009, Fletcher International, Ltd. elected to redeem 30,000 shares of its
Series A-2 Cumulative Convertible Preferred Stock (the “Preferred
Stock”) in exchange for 5,938,776 shares of the Company’s common
stock. The redemption was completed, and the shares of common stock issued, on
January 27, 2009. The Preferred Stock had been previously issued to
Fletcher International, Ltd. and, in accordance with the terms of such series,
was convertible and redeemable by the holder of such shares. The shares of
Preferred Stock being redeemed by Fletcher International, Ltd, constitute all
of the issued and outstanding shares of such series of Preferred Stock. The
common stock issued to Fletcher International, Ltd. upon the redemption of the
preferred stock was registered pursuant to an effective registration statement
filed with the Securities and Exchange Commission. Fletcher International, Ltd.
is also the holder of the Company’s Series A-1 Cumulative
Convertible Preferred Stock.
The issuance
described above was made based on an
exemption from registration under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to
Section 3(a)(9) of the Securities Act and applicable
state laws. This issuance qualified for this exemption from registration
because it was an exchange by the issuer with an existing security holder
exclusively where no commission or other remuneration was paid or given
directly or indirectly for soliciting such exchange.
Item 7.01 Regulation FD
Disclosure.
On January 25,
2009, Helix issued a press release containing information related to the sale
of shares to Cal Dive. Attached hereto as Exhibit 99.1, and incorporated
by reference herein, is that press release.
2
Index to Exhibits
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| Exhibit No. |
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Description |
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| 10.1 |
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Stock Repurchase Agreement by and between
Helix Energy Solutions Group, Inc. and Cal Dive International Inc. |
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| 99.1 |
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Press Release of Helix Energy Solutions Group,
Inc. dated January 25, 2009 regarding the sale of stock to Cal Dive
International Inc. |
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| 99.2 |
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Press Release of Helix Energy Solutions Group,
Inc. dated January 26, 2009 regarding the redemption of its
Series A-2 Cumulative Convertible Preferred Stock. |
5
Filed by Bowne Pure Compliance
Exhibit 10.1
Execution Copy
STOCK REPURCHASE AGREEMENT
by and between
Cal Dive International, Inc.
and
Helix Energy Solutions Group, Inc.
Dated as of January 23, 2009
STOCK REPURCHASE AGREEMENT
This STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of this 23rd day
of January, 2009, by and between Cal Dive International, Inc., a Delaware corporation (the
“Company”), and Helix Energy Solutions Group, Inc., a Minnesota corporation
(“Seller” and together with the Company, the “Parties”).
RECITALS:
WHEREAS, Seller owns of record and beneficially 61,506,691 shares of the outstanding common
stock of the Company, $0.01 par value per share (the “Common Stock”), representing
approximately 57% of the outstanding capital stock of the Company (the “Seller Ownership
Percentage”);
WHEREAS, Seller wishes to sell, transfer, assign, convey and deliver to the Company, and the
Company wishes to purchase, acquire and accept from Seller 13,564,669 shares of Common Stock (the
“Purchased Shares”) that it owns;
WHEREAS, through the repurchase, Seller will sell to the Company approximately 12.6% of the
Company’s outstanding Common Stock, reducing the Seller Ownership Percentage to approximately 51%;
WHEREAS, the Purchased Shares are currently subject to a Lien (as defined in Article 1 below)
in favor of certain of Seller’s lenders (the “Purchased Shares Pledge”);
WHEREAS, the Company intends to draw on up to $100,000,000.00 of available borrowings under
its revolving credit facility for the purpose of funding the purchase of the Purchased Shares (the
“Credit Facility Borrowings”); and
WHEREAS, each of Seller and the Company agree, respectively, to use their best efforts to
obtain a release of the Purchased Shares Pledge and to effect the Credit Facility Borrowings prior
to the Closing (as defined in Section 2.3 below), each of which shall be a condition to the
consummation of the transactions contemplated by this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
Terms with their initial letters capitalized used but not otherwise defined in this Agreement
shall have the meanings given to them in this Article 1.
1.1 “Law” means, with respect to any Person, any domestic or foreign federal or state
statute, law, ordinance, rule, administrative code, administrative interpretation, regulation,
order, consent, writ, injunction, directive, judgment, decree, policy, ordinance, decision,
guideline or other requirement of (or agreement with) any governmental authority (including any
memorandum of understanding or similar arrangement with any governmental authority), in each
case binding on that Person or its property or assets.
1
1.2 “Lien” means any liens, pledges, charges, claims, security interests or
agreements, escrows, options, rights of first refusal, mortgages, deeds of trust, deeds to secure
debt, title retention agreements or other encumbrances.
1.3 “Person” means any individual, corporation, business trust, partnership,
association, limited liability company, unincorporated organization or similar organization, any
governmental authority, fund, organized group of persons whether incorporated or not, or any
receiver, trustee under Title 11 of the United States Code or similar official or any liquidating
agent for any of the foregoing in his or her capacity as such.
1.4 “Transactions” means any and all actions or other transactions contemplated by
this Agreement.
ARTICLE 2
PURCHASE AND SALE OF THE PURCHASED SHARES
2.1 Transfer of Purchased Shares. Upon the terms and subject to the conditions of
this Agreement, including a release of the Purchased Shares Pledge by Seller and the receipt of the
Credit Facility Borrowings by the Company, at the Closing, Seller shall sell, assign, transfer and
convey, or cause to be sold, assigned, transferred and conveyed, to the Company, and the Company
shall purchase, acquire and accept, the Purchased Shares.
2.2 Consideration. At the Closing, the Company shall make a cash payment to Seller in
the aggregate amount of $86,000,000.00 (the “Cash Amount”) in immediately available funds
by wire transfer in exchange for the delivery by Seller of the Purchased Shares.
2.3 Closing.
(a) Subject to satisfaction of the conditions set forth in Section 2.1, the closing of the
transactions provided for in this Agreement (the “Closing”) shall occur as soon as
practicable following the satisfaction of the conditions set forth in Section 2.1, but in no event
later than January 30, 2009 (the “Closing Date”) at the offices of the Company, 2500
CityWest Boulevard, Houston, Texas 77042, or such other date or place where the Parties may agree.
(b) At the Closing:
(i) Seller shall deliver to the Company (or cause to be delivered) certificates
representing the Purchased Shares, free and clear of all Liens (other than legends or other
restrictions solely evidencing the restricted nature of such Purchased Shares pursuant to
applicable state and federal securities laws), duly endorsed to the Company or in blank or
accompanied by duly executed stock powers; and
(ii) The Company shall deliver to Seller the Cash Amount in immediately available funds
to the account designated by Seller prior to the Closing Date.
2
2.4 Waiver. Notwithstanding anything contained in this Agreement to the contrary,
including without limitation, Section 4.3 below, Seller hereby expressly waives, relinquishes and
releases any rights or remedies it may now or hereafter have to make a claim against the Company
that the execution of this Agreement, the consummation of the Closing of the Transactions, or the
performance of the Company’s obligations hereunder constitutes a breach (or purported breach) of
the Company under that certain Master Agreement, dated December 8, 2006, between Seller and the
Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to the Company as follows:
3.1 Organization and Good Standing. Seller is a legal entity duly organized, validly
existing and in good standing under the Law of its jurisdiction of organization and has all
requisite power and authority to own, operate and lease its assets and to carry on its business as
currently conducted.
3.2 Ownership. Seller is the lawful owner, of record and beneficially, of the
Purchased Shares and has, and will transfer to the Company at the Closing, good and marketable
title to the Shares, free and clear of all Liens, and with no restriction on, or agreement relating
to, the voting rights, transfer, and other incidents of record and beneficial ownership pertaining
to the Purchased Shares.
3.3 Authorization; Binding Obligations. Seller has full legal right, power, capacity
and authority to execute and deliver this Agreement and to consummate the Transactions. This
Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and
binding obligation of Seller, enforceable against Seller in accordance with its respective terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar Laws affecting creditors’ rights generally or by general equitable principles.
3.4 No Conflicts. Neither the execution and delivery of this Agreement by Seller, nor
the consummation by Seller of the transactions contemplated hereby will conflict with, result in a
termination of, contravene or constitute a default under, or be an event that with the giving of
notice or passage of time or both will become a default under, or give to any other Person any
right of termination, amendment, acceleration, vesting or cancellation of or under, or accelerate
the performance required by or maturity of, or result in the creation of any Lien or loss of any
rights of Seller pursuant to any of the terms, conditions or provisions of or under (a) any
agreement, credit facility, debt or other instrument (evidencing a Seller or subsidiary debt or
otherwise) or other understanding to which Seller or any subsidiary is a party or by which any
property or asset of Seller or any subsidiary is bound or affected, (b) any Law or (c) its
certificate of incorporation or bylaws.
3
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Seller as follows:
4.1 Organization and Good Standing. The Company is a legal entity duly organized,
validly existing and in good standing under the Law of its jurisdiction of organization and has all
requisite power and authority to own, operate and lease its assets and to carry on its business as
currently conducted.
4.2 Authorization; Binding Obligations. The Company has full legal right, power,
capacity and authority to execute and deliver this Agreement and to consummate the Transactions.
This Agreement has been duly authorized, executed and delivered by the Company and constitutes a
valid and binding obligation of the Company, enforceable against the Company in accordance with its
respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting creditors’ rights generally or by general equitable
principles.
4.3 No Conflicts. Neither the execution and delivery of this Agreement by the
Company, nor the consummation by the Company of the transactions contemplated hereby will conflict
with, result in a termination of, contravene or constitute a default under, or be an event that
with the giving of notice or passage of time or both will become a default under, or give to any
other Person any right of termination, amendment, acceleration, vesting or cancellation of or
under, or accelerate the performance required by or maturity of, or result in the creation of any
Lien or loss of any rights of the Company pursuant to any of the terms, conditions or provisions of
or under (a) any agreement, credit facility, debt or other instrument (evidencing a Company or
subsidiary debt or otherwise) or other understanding to which the Company or any subsidiary is a
party or by which any property or asset of the Company or any subsidiary is bound or affected, (b)
any Law or (c) its certificate of incorporation or bylaws.
[Signatures appear on the following page]
4
IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed as of
the date first above written.
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COMPANY
CAL DIVE INTERNATIONAL, INC.
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Title: |
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SELLER
HELIX ENERGY SOLUTIONS GROUP, INC.
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Filed by Bowne Pure Compliance
Exhibit 99.1
Helix Energy Solutions Group, Inc. • 400 N. Sam Houston Parkway E., Suite 400 • Houston, TX 77060-3500 • 281-618-0400 • fax: 281-618-0505
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| For Immediate Release
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09-001 |
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Contact:
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Tony Tripodo |
Date: January 25, 2009
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Title:
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Chief Financial Officer |
Helix Enters Stock Sale Agreement with Cal Dive
Helix Energy Solutions Group, Inc. (NYSE: HLX) reports that it has entered into a definitive stock
repurchase agreement with Cal Dive International, Inc. (NYSE: DVR), a majority-owned subsidiary,
pursuant to which it will sell to Cal Dive 13,564,669 shares of Cal Dive’s common stock for total
consideration equal to $86,000,000 or $6.34 per share. The purchase price represents an
approximate 2% discount to the 30 day average trading price of Cal Dive’s common stock as of
January 16, 2009. Helix expects to close the transaction in the near future and will use the
proceeds of the sale for general corporate purposes. After the consummation of this transaction
Helix will own 47,942,022 of the 93,946,409 shares of Cal Dive common stock outstanding such that
Helix’s ownership interest is reduced from approximately 57% to approximately 51% of Cal Dive.
Owen Kratz, the Helix’s President and Chief Executive Officer, commented that “We believe that this
is another step in our previously announced strategy of unlocking the asset value in the Company by
divesting of assets outside of our core business focus while simultaneously providing the Company
with additional liquidity which we believe is important in the current economic environment.”
Helix Energy Solutions, headquartered in Houston, Texas, is an international offshore energy
company that provides reservoir development solutions and other contracting services to the energy
market as well as to its own oil and gas business unit. Helix’s contracting services segment
utilizes its vessels and offshore equipment that when applied with its methodologies reduce finding
and development costs and cover the complete lifecycle of an offshore oil and gas field. Helix’s
oil and gas segment engages in prospect generation, exploration, development and production
activities. Helix operates primarily in the Gulf of Mexico, North Sea, Asia Pacific and Middle
East Regions.
This press release contains forward-looking statements that involve risks, uncertainties and
assumptions that could cause our results to differ materially from those expressed or implied by
such forward-looking statements. All statements, other than statements of historical fact, are
statements that could be deemed “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation, any projections of
revenue, gross margin, expenses, earnings or losses from operations, or other financial items;
future production volumes, results of exploration, exploitation, development, acquisition and
operations expenditures, and prospective reserve levels of property or wells; any statements of the
plans, strategies and objectives of management for future operations; any statement concerning
developments, performance or industry rankings; any statements regarding future economic conditions
or performance; any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include
the performance of contracts by suppliers, customers and partners; employee management issues;
complexities of global political and economic developments; geologic risks and other risks
described from time to time in our reports filed with the Securities and Exchange Commission
(“SEC”), including the company’s Annual Report on Form 10-K for the year ending December 31, 2007.
We assume no obligation and do not intend to update these forward-looking statements.
Filed by Bowne Pure Compliance
Exhibit 99.2
Helix Energy Solutions Group, Inc. • 400 N. Sam Houston Parkway E., Suite 400 • Houston, TX 77060-3500 • 281-618-0400 • fax: 281-618-0505
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| For Immediate Release
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09-002 |
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Contact:
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Tony Tripodo |
Date: January 26, 2009
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Title:
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Chief Financial Officer |
Helix Receives Redemption Notice
Helix Energy Solutions Group, Inc. (NYSE: HLX) reports that it has received a redemption notice
from Fletcher International Ltd., the holder of its Series A-1 Cumulative Convertible Preferred
Stock and its Series A-2 Cumulative Convertible Preferred Stock, pursuant to which Fletcher elected
to redeem 30,000 shares of its Series A-2 Cumulative Convertible Preferred Stock in exchange for
5,938,776 shares of the Company’s common stock. Helix expects to complete the redemption in the
near future. The Series A-1 and A-2 Preferred Stock had been previously issued to Fletcher and, in
accordance with the terms of each such series, were convertible and redeemable by the holder
thereof. The resale of the common stock issuable upon the conversion or redemption of all or any
part of each such series is registered pursuant to an effective registration statement filed with
the Securities and Exchange Commission. The shares of Series A-2 Preferred Stock being redeemed by
Fletcher represent all of the Series A-2 Preferred Stock outstanding.
Helix Energy Solutions, headquartered in Houston, Texas, is an international offshore energy
company that provides reservoir development solutions and other contracting services to the energy
market as well as to its own oil and gas business unit. Helix’s contracting services segment
utilizes its vessels and offshore equipment that when applied with its methodologies reduce finding
and development costs and cover the complete lifecycle of an offshore oil and gas field. Helix’s
oil and gas segment engages in prospect generation, exploration, development and production
activities. Helix operates primarily in the Gulf of Mexico, North Sea, Asia Pacific and Middle
East Regions.
This press release contains forward-looking statements that involve risks, uncertainties and
assumptions that could cause our results to differ materially from those expressed or implied by
such forward-looking statements. All statements, other than statements of historical fact, are
statements that could be deemed “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation, any projections of
revenue, gross margin, expenses, earnings or losses from operations, or other financial items;
future production volumes, results of exploration, exploitation, development, acquisition and
operations expenditures, and prospective reserve levels of property or wells; any statements of the
plans, strategies and objectives of management for future operations; any statement concerning
developments, performance or industry rankings; any statements regarding future economic conditions
or performance; any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include
the performance of contracts by suppliers, customers and partners; employee management issues;
complexities of global political and economic developments; geologic risks and other risks
described from time to time in our reports filed with the Securities and Exchange Commission
(“SEC”), including the company’s Annual Report on Form 10-K for the year ending December 31, 2007.
We assume no obligation and do not intend to update these forward-looking statements.
