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): November
2, 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)
|
95-3409686
(IRS Employer
Identification No.)
|
|
400
N. Sam Houston Parkway E., Suite 400
Houston,
Texas
(Address of
principal executive offices)
|
281-618-0400
(Registrant’s
telephone number, including area code)
|
77060
(Zip
Code)
|
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
7.01 Regulation FD Disclosure.
On November 2, 2009, Helix Energy
Solutions Group, Inc. (“Helix”) will make a presentation (with slides) to
analysts and investors. The slide presentation related to this
company update is attached hereto as Exhibit 99.1 and incorporated by reference
herein. The slide presentation will also be posted beginning on November 2, 2009
in the Presentations
section under Investor
Relations of Helix’s website, www.helixesg.com.
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.
(c) Exhibits.
Number Description
---------- --------------
|
99.1
|
Company
Update
Presentation.
|
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: November
2, 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
99.1 Company
Update Presentation
Company
Update
November
2009
2
The
United States Securities and Exchange Commission permits oil and gas companies,
in their filings with the SEC,
to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation
tests to be economically and legally producible under existing economic and operating conditions. Statements of
proved reserves are only estimates and may be imprecise. Any reserve estimates provided in this presentation that
are not specifically designated as being estimates of proved reserves may include not only proved reserves but also
other categories of reserves that the SEC’s guidelines strictly prohibit the Company from including in filings with the
SEC. Investors are urged to consider closely the disclosure in the Company’s 2008 Form 10-K.
to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation
tests to be economically and legally producible under existing economic and operating conditions. Statements of
proved reserves are only estimates and may be imprecise. Any reserve estimates provided in this presentation that
are not specifically designated as being estimates of proved reserves may include not only proved reserves but also
other categories of reserves that the SEC’s guidelines strictly prohibit the Company from including in filings with the
SEC. Investors are urged to consider closely the disclosure in the Company’s 2008 Form 10-K.
Forward-Looking
Statements
3
Helix
Energy Solutions Group provides life-of-field services and development solutions
to
offshore energy producers worldwide. Helix actively reduces finding and development costs
through a unique mix of offshore production assets, service methodologies, and highly skilled
personnel.
offshore energy producers worldwide. Helix actively reduces finding and development costs
through a unique mix of offshore production assets, service methodologies, and highly skilled
personnel.
Owen
Kratz
Chairman
and Chief Executive Officer
Anthony
Tripodo
Executive
Vice President and Chief Financial Officer
Presenters
4
Historical
Profile
• Deepwater subsea
contracting
• Deepwater well
intervention
•
Robotics
• Oil and
gas
•
Deepwater
•
Shelf
•
Offshore production facilities
•
Shelf contracting (Cal Dive)
•
Reservoir evaluation and consulting
The
Future
• Deepwater
contracting services
• Well
Intervention
•
Robotics
• Subsea
Construction
• Deepwater oil and
gas
• Minimize
exploration capex
and risk
and risk
•
Offshore production facilities
The
result: A
company focused on deepwater
activities and a conservative balance sheet
activities and a conservative balance sheet
Helix:
Transforming the Business Model
Production
Facilities
Pipelay
Intrepid
Express
Intrepid
Express
Caesar
(2009)
ROV
39 ROVs
2 ROV Drill Units
5 Chartered Vessels
39 ROVs
2 ROV Drill Units
5 Chartered Vessels
6 Trenchers
(200 - 2000hp)
Deepwater
Well Intervention
Well Intervention
Q4000
Seawell
Well Enhancer
(2009)
Mobile
SILs
PV-10 $1.9
billion @
12/31/2008
12/31/2008
Proved
reserves = 665 bcfe
(12/31/2008)
(12/31/2008)
2009
projected production
43 - 47 bcfe
43 - 47 bcfe
Helix
Business Segments
The
Helix Fleet
Well
Enhancer and Seawell in Aberdeen, Scotland
7
MODU
DP3 Q4000
MSV
DP2 Well
Enhancer
Helix
provides well operation and decommissioning services with the
Seawell riserless well intervention vessel, the flagship Q4000
semisubmersible, the Well Enhancer wireline / slickline / coiled tubing
intervention vessel, and the Subsea Intervention Lubricator system.
Seawell riserless well intervention vessel, the flagship Q4000
semisubmersible, the Well Enhancer wireline / slickline / coiled tubing
intervention vessel, and the Subsea Intervention Lubricator system.
Well
Intervention Assets
MSV
DP2 Seawell
DP
Reel Lay Vessel
Express
Express
DP
S-Lay Vessel
Caesar (Q4 2009)
Caesar (Q4 2009)
Caesar’s onboard
pipe welding and testing
capability allows the vessel to lay virtually
unlimited lengths of pipe up to 36” in diameter.
capability allows the vessel to lay virtually
unlimited lengths of pipe up to 36” in diameter.
Helix’s
flagship pipelay and subsea construction
vessel has established an extensive track record
of field installation projects around the world.
vessel has established an extensive track record
of field installation projects around the world.
Intrepid has the
flexibility to be deployed as a
pipelay, installation or saturation diving vessel.
pipelay, installation or saturation diving vessel.
Subsea
Construction Vessels
Helix
is an industry leading provider of ROV and subsea trenching
services to deepwater operators worldwide.
services to deepwater operators worldwide.
The
Helix ROV fleet
consists of 39 vehicles,
covering the spectrum of
deepwater construction
services.
consists of 39 vehicles,
covering the spectrum of
deepwater construction
services.
The 600
hp Supertrencher II
system is designed to
operate at water depths in
excess of 6,500 feet.
system is designed to
operate at water depths in
excess of 6,500 feet.
The
state of the art I-Trencher
system trenches, lays pipe up
to 16” in diameter, and backfills
in a single operation.
system trenches, lays pipe up
to 16” in diameter, and backfills
in a single operation.
Helix
ROV Systems
Island
Pioneer
Olympic
Triton
Olympic
Canyon
Seacor
Canyon
Northern
Canyon
Chartered
support vessels allows Helix to adjust the size and
capability of its fleet to cost-effectively meet industry demands.
capability of its fleet to cost-effectively meet industry demands.
ROV
/ Construction Support Vessel Fleet
• DTS buoy loaded out
and to be installed by
Q4000 in November 2009
Q4000 in November 2009
• Installation of
2,500-ton production modules
underway and expected to be completed
November with hook-up to follow
underway and expected to be completed
November with hook-up to follow
• Expect deployment in
Phoenix field
in Q2 2010
in Q2 2010
HPI
production module installation
Disconnectable
Transfer System
Transfer System
Helix
Producer I
– Pipe stalk length
5,230 feet
– 300’ x 700’slip can
accommodate two
Helix Subsea Construction vessels side
by side
Helix Subsea Construction vessels side
by side
• Welding of Helix
Danny 36-mile
8 x 12-inch pipe-in-pipe began early August
8 x 12-inch pipe-in-pipe began early August
Aerial
view of Ingleside Shore Base
Helix
Danny pipe welding
Automated
pipe tension system
Contracting
Services
14
Legend:
Gunnison
Bushwood
Phoenix
Interests in 47
Deepwater Blocks -13 Developed, 34 Undeveloped
379
BCFE Proved Reserves- 32 MMCFE Net Daily Production
2.7 Net
TCFE Un-Risked Reserve Potential, 1.0 TCFE Risked
Internal Prospect
Generation via Large, In-House 3-D Seismic Library Large,
Recent Long Offset 3-D Seismic Database,+1,500 Blocks
Recent Long Offset 3-D Seismic Database,+1,500 Blocks
Experienced
Exploration/Drilling/Operations Team - 25+ years avg.
ERT
Deepwater Portfolio
• 665 Bcfe Proved
Reserves
– 379 Bcfe
deepwater,
273 Bcfe shelf, 13 North Sea
273 Bcfe shelf, 13 North Sea
– Proved Developed /
PUD Ratio -
50/50
50/50
– Natural Gas / Oil
Mix - 70/30
*2008 Exploration +
Development + Proved Property Acquisition / Exploratory Additions (U.S.
Only)
O&G
- - 2008 Reserve Report Highlights
Helix
Producer I topside module installation progress at Kiewit Offshore Services
fabrication yard
• Express dry-dock,
transit and utilization on
Danny pipeline is affecting second half, 2009
revenues
Danny pipeline is affecting second half, 2009
revenues
• Capital expenditures
of approximately $385
million
million
• $200 million
relates to completion of three
major vessel projects (Well Enhancer, Caesar
and Helix Producer I)
major vessel projects (Well Enhancer, Caesar
and Helix Producer I)
• $60 million relates
to development of Danny
and Phoenix oil fields
and Phoenix oil fields
• Most of remaining
CAPEX is regulatory
maintenance
maintenance
• Improved liquidity
and debt levels (see slide 20)
Express
spooling pipe for ERT Danny project
2009
Outlook
• Production range:
43 - 47 Bcfe
• Oil and gas
prices
• Without hedges:
$4.34 /mcfe;
$64.69 /bbl
$64.69 /bbl
• With realized
hedges and mark-to-
market adjustments (gas only):
$7.52 /mcfe; $70.36 /bbl
market adjustments (gas only):
$7.52 /mcfe; $70.36 /bbl
HPI
pipe racks connecting production modules
to buoy system
to buoy system
2009
Outlook (continued)
Debt
Liquidity*
of $781 million at 9/30/09
* Defined as available revolver capacity plus cash
Significant
Balance Sheet Improvements
• Completed (≈ $600
million pre-tax):
•Oil and gas
assets
• Bass Lite sale
December 08 & January 09 ($49 million)
• EC 316 sale in
February 09 ($18 million)
• Cal
Dive
• Sold a total of
15.2 million shares of Cal Dive common stock to Cal Dive
in January and June 2009 for aggregate proceeds of $100 million
in January and June 2009 for aggregate proceeds of $100 million
• Sold 45.8 million
Cal Dive shares in secondary offerings for proceeds of
≈ $405 million (net of offering costs) in June and September 2009
≈ $405 million (net of offering costs) in June and September 2009
• Sold
Helix RDS for $25 million in April 2009
Company
will continue to seek a sale of its shelf oil and gas properties
Liquidity
and Capital Resources
Company
is in compliance as of 6/30/2009, and based on current forecasts expects
compliance throughout 2009.
compliance throughout 2009.
|
Covenant
|
Test
|
Explanation
|
|
Collateral
Coverage Ratio
|
> 1.75 :
1
|
Basket of
collateral to Senior Secured Debt
|
|
Fixed Charge
Coverage Ratio
|
> 2.75 :
1
|
Consolidated
EBITDA to
consolidated
interest charges |
|
Consolidated
Leverage Ratio
|
< 3.5 :
1
|
Consolidated
EBITDA to
consolidated debt
|
Liquidity
and Capital Resources
Credit
Facilities, Commitments and Amortization
– $435
Million Revolving Credit Facility -
UNDRAWN.
• Facility extended to
November 2012.
• In July 2011,
commitments reduced to $407 million.
• $50 million of LCs
in place.
– $417
Million Term Loan B - Committed
facility through June 2013. $4.3
million
principal payments annually.
principal payments annually.
– $550
Million High Yield Notes - Interest only
until maturity (January 2016) or called
by Helix. First Helix call date is January 2012.
by Helix. First Helix call date is January 2012.
– $300
Million Convertible Notes - Interest only
until put by noteholders or called by
Helix. First put/call date is December 2012, although noteholders have the right to
convert prior to that date if certain stock price triggers are met ($38.56).
Helix. First put/call date is December 2012, although noteholders have the right to
convert prior to that date if certain stock price triggers are met ($38.56).
– $121
Million MARAD - Original 25 year
term; matures February 2027. $4.4
million
principal payments annually.
principal payments annually.
Liquidity
and Capital Resources
Note:
Excludes Cal Dive and Helix RDS revenues from 2005-2008.
See Non-GAAP reconciliations on slide 30.
See Non-GAAP reconciliations on slide 30.
Consistent
Top Line Growth
($
amounts in millions)
$575
$840
$891
$1,337
$1,152
Earnings
Per Share (a)
- 2006
results exclude the impact of
the gain on sale in the Cal Dive IPO
and estimated incremental
overhead costs during the year.
the gain on sale in the Cal Dive IPO
and estimated incremental
overhead costs during the year.
- 2007
results exclude the impact of
the Cal Dive gain, impairments and
other unusual items.
the Cal Dive gain, impairments and
other unusual items.
- 2008 results exclude
non-cash
charges of $964 million for
reduction in carrying values of
goodwill and certain oil and gas
properties.
charges of $964 million for
reduction in carrying values of
goodwill and certain oil and gas
properties.
(a) See
Non-GAAP reconciliations on slide 29.
Significant
Cash Generation - EBITDAX(a)
-2006
results exclude the impact
of the gain on sale in the Cal
Dive IPO and estimated
incremental overhead costs
during the year.
of the gain on sale in the Cal
Dive IPO and estimated
incremental overhead costs
during the year.
-2007
results exclude the impact
of the Cal Dive gain,
impairments and other unusual
items.
of the Cal Dive gain,
impairments and other unusual
items.
-2008 results exclude
non-cash
impairments.
impairments.
-Excludes Cal Dive
contribution.
(a) See
Non-GAAP reconciliations on slide 28.
($
amounts in millions)
$278
$449
$432
$575
$609
Non
GAAP Reconciliations
Non
GAAP Reconciliations
Non
GAAP Reconciliations
