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): August 22, 2011
Helix Energy Solutions Group, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation)
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001-32936
(Commission File Number)
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95-3409686
(IRS Employer Identification No.)
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400 N. Sam Houston Parkway E., 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 7.01 Regulation FD Disclosure.
Helix Energy Solutions Group, Inc. (the “Company”) announced that it is publishing an updated Company presentation on its website today to be used in communications with investors as well as upcoming investor conferences. The presentation includes updates to the Company’s current oil and gas production profile, debt position, liquidity profile, commodity hedging positions and the composition of planned 2011 capital expenditures.
The Company also announced that it will make presentations to attendees at the Barclays CEO Energy-Power Conference in New York, New York on September 7, 2011 at 12:25 p.m., EDT, as well as the Johnson Rice & Company Energy Conference in New Orleans, Louisiana on October 4, 2011 at 11:15 a.m., CDT.
The press release disclosing the upcoming conferences and updated Company presentation is attached hereto as Exhibit 99.1 and the updated Company presentation is attached hereto as Exhibit 99.2. Each of the exhibits is incorporated by reference herein. The presentation materials have also been posted in the Presentations section under Investor Relations of Helix’s website, www.HelixESG.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
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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: August 22, 2011
HELIX ENERGY SOLUTIONS GROUP, INC.
By: /s/ Anthony Tripodo
Anthony Tripodo
Executive Vice President and
Chief Financial Officer
Index to Exhibits
Exhibit No. Description
Exhibit 99.1
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PRESSRELEASE
www.HelixESG.com
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Helix Energy Solutions Group, Inc. · 400 N. Sam Houston Parkway E., Suite 400 · Houston, TX 77060-3500 · 281-618-0400 · fax: 281-618-0505
For Immediate Release 11-014
Date: August 22, 2011 Contact: Stephen Powers
Director, Finance & Investor Relations
Helix to Present at Upcoming Conferences with Updated Company Presentation
HOUSTON, TX – Helix Energy Solutions Group, Inc. (NYSE: HLX) announced that it is publishing an updated company presentation on its website today to be used in communications with investors as well as upcoming investor conferences. The presentation includes updates to the company’s current oil and gas production profile, debt position, liquidity profile, commodity hedging positions and the composition of planned 2011 capital expenditures. The presentation can be accessed from the Presentations section under Investor Relations of Helix’s website, www.HelixESG.com.
Helix will make presentations to attendees at the Barclays CEO Energy-Power Conference in New York, New York on September 7, 2011 at 12:25 pm EDT as well as the Johnson Rice & Company Energy Conference in New Orleans, Louisiana on October 4, 2011 at 11:15 am CDT.
Live audio feeds of the conference presentations and replays will also be publicly available. These materials may be accessed on the Investor Relations page of the company’s website, www.HelixESG.com.
Helix Energy Solutions Group, headquartered in Houston, Texas, is an international offshore energy company that provides development solutions and other key life of field services to the open energy market as well as to our own oil and gas business unit.
Company Update
August 2011
EXHIBIT 99.2
2
Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. All such statements, other than statements of
historical fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, any projections of financial items; projections of contracting services activity; future
production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and
prospective reserve levels of properties or wells; projections of utilization; any statements of the plans, strategies and
objectives of management for future operations; any statements concerning developments; and any statements of
assumptions underlying any of the foregoing. These statements involve certain assumptions we made based on our
experience and perception of historical trends, current conditions, expected future developments and other factors
we believe are reasonable and appropriate under the circumstances. The forward-looking statements are subject to
a number of known and unknown risks, uncertainties and other factors that could cause our actual results to differ
materially. The risks, uncertainties and assumptions referred to above include the performance of contracts by
suppliers, customers and partners; actions by governmental and regulatory authorities; operating hazards and
delays; employee management issues; local, national and worldwide economic conditions; uncertainties inherent in
the exploration for and development of oil and gas and in estimating reserves; complexities of global political and
economic developments; geologic risks, volatility of oil and gas prices and other risks described from time to time in
our reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s most recently filed
Annual Report on Form 10-K and in the Company’s other filings with the SEC. Free copies of the reports can be
found at the SEC’s website, www.SEC.gov. You should not place undue reliance on these forward-looking
statements which speak only as of the date of this presentation and the associated press release. We assume no
obligation or duty and do not intend to update these forward-looking statements except as required by the securities
laws.
1933 and Section 21E of the Securities Exchange Act of 1934. All such statements, other than statements of
historical fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, any projections of financial items; projections of contracting services activity; future
production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and
prospective reserve levels of properties or wells; projections of utilization; any statements of the plans, strategies and
objectives of management for future operations; any statements concerning developments; and any statements of
assumptions underlying any of the foregoing. These statements involve certain assumptions we made based on our
experience and perception of historical trends, current conditions, expected future developments and other factors
we believe are reasonable and appropriate under the circumstances. The forward-looking statements are subject to
a number of known and unknown risks, uncertainties and other factors that could cause our actual results to differ
materially. The risks, uncertainties and assumptions referred to above include the performance of contracts by
suppliers, customers and partners; actions by governmental and regulatory authorities; operating hazards and
delays; employee management issues; local, national and worldwide economic conditions; uncertainties inherent in
the exploration for and development of oil and gas and in estimating reserves; complexities of global political and
economic developments; geologic risks, volatility of oil and gas prices and other risks described from time to time in
our reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s most recently filed
Annual Report on Form 10-K and in the Company’s other filings with the SEC. Free copies of the reports can be
found at the SEC’s website, www.SEC.gov. You should not place undue reliance on these forward-looking
statements which speak only as of the date of this presentation and the associated press release. We assume no
obligation or duty and do not intend to update these forward-looking statements except as required by the securities
laws.
References to quantities of oil or gas include amounts we believe will ultimately be produced, and may include
“proved reserves” and quantities of oil or gas that are not yet classified as “proved reserves” under SEC definitions.
Statements of oil and gas reserves are estimates based on assumptions and may be imprecise. Investors are urged
to consider closely the disclosure regarding reserves in our most recently filed Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q.
“proved reserves” and quantities of oil or gas that are not yet classified as “proved reserves” under SEC definitions.
Statements of oil and gas reserves are estimates based on assumptions and may be imprecise. Investors are urged
to consider closely the disclosure regarding reserves in our most recently filed Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q.
EXHIBIT 99.2
Services for Each Stage of the Field Life Cycle
3
Drilling
Field Development
Production
Decommissioning
• Seabed Evaluation /
Coring
• Wellbore Drilling
• Wellhead Installation
• Pipeline, Flowline and
Umbilical Installation
• PLET / Manifold Fabrication
and Installation
• Jumper Installation
• Trenching and Burial
• ROV Services
• Coiled Tubing, Wireline,
Slickline, and Drillstring-
based Intervention
• Floating Production
Facilities
• Spill Containment
• Field Decommissioning
• Plug & Abandonment
• Wellhead and Tree Recovery
EXHIBIT 99.2
Offshore
Production Facilities
Helix Producer I
Helix Fast Response System
Marco Polo TLP (50%)
Independence Hub Semi (20%)
Deepwater
Contracting
Contracting
Pipelay
Intrepid
Express
Intrepid
Express
Caesar
Robotics
39 ROVs
2 ROV Drill Units
5 Trenchers (200 - 2000hp)*
39 ROVs
2 ROV Drill Units
5 Trenchers (200 - 2000hp)*
5 Chartered Vessels (variable)
Well Intervention
Q4000
Seawell
Well Enhancer
Normand Clough (JV)
Mobile VDS/SILs
Oil & Gas Production
GOM shelf and deepwater
PV-10 $1.3 billion @
12/31/2010
12/31/2010
Proved reserves = 376 bcfe
(12/31/2010)
(12/31/2010)
2011 projected production
50 bcfe
50 bcfe
Business Segments
4
* New 1200hp trencher currently under construction with 2012 expected delivery
EXHIBIT 99.2
Strategically Differentiated Fleet
• Helix Producer I is the only DP FPU in the Gulf of
Mexico
Mexico
• Q4000 is the world’s only category B
semisubmersible intervention vessel available to
the open market
semisubmersible intervention vessel available to
the open market
• Saturation diving deployed globally (Seawell, Well
Enhancer, Intrepid, Normand Clough)
Enhancer, Intrepid, Normand Clough)
• Well Enhancer is the North Sea’s only monohull
coiled tubing intervention vessel
coiled tubing intervention vessel
• iTrencher is the world’s largest deepwater
trenching system
trenching system
• The Helix Fast Response System stands ready to
respond to any Gulf of Mexico oil or gas spill
respond to any Gulf of Mexico oil or gas spill
5
Q4000 was one of several Helix ESG vessels whose
versatility and track record played critical roles in the
industry’s response to the BP Macondo oil spill in 2010.
versatility and track record played critical roles in the
industry’s response to the BP Macondo oil spill in 2010.
EXHIBIT 99.2
MODU DP3 Q4000
MSV DP3 Well Enhancer
MSV DP2 Normand Clough
MSV DP2 Seawell
Well Intervention Assets
6
Helix provides well operation and decommissioning services with the flagship Q4000
semisubmersible, the Seawell riserless well intervention vessel, the Well Enhancer coiled tubing /
wireline / slickline intervention vessel, and the Normand Clough (JV) with our Subsea Intervention
Lubricator and Vessel Deployment systems.
semisubmersible, the Seawell riserless well intervention vessel, the Well Enhancer coiled tubing /
wireline / slickline intervention vessel, and the Normand Clough (JV) with our Subsea Intervention
Lubricator and Vessel Deployment systems.
EXHIBIT 99.2
Production Facilities
7
Independence Hub Semi (20%)
• Location: Mississippi Canyon 920
• Depth: 8,000 ft.
• Production capacity:
• 1 BCFD
Marco Polo TLP (50%)
• Location: Green Canyon 608
• Depth: 4,300 ft.
• Production capacity:
• 120,000 BOPD
• 300 MMCFD
Helix Producer I FPU
• Location: Helix’s Phoenix field (GC 237)
• Production capacity:
• 45,000 BOPD
• 55,000 BLPD
• 72 MMCFD
EXHIBIT 99.2
The Helix ROV fleet consists of
40+ vehicles, covering the
spectrum of deepwater
construction services.
40+ vehicles, covering the
spectrum of deepwater
construction services.
The T-1200 jet trencher is
currently under construction (1H
2012 delivery) to support
offshore renewable energy
development projects.
currently under construction (1H
2012 delivery) to support
offshore renewable energy
development projects.
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.
Robotics
8
Helix charters support vessels as needed, which allows us to adjust the size
and capability of our fleet to cost-effectively meet industry demands.
and capability of our fleet to cost-effectively meet industry demands.
EXHIBIT 99.2
DP Reel Lay Vessel
Express
Express
DP S-Lay Vessel
Caesar
Caesar
DP Reel Lay Vessel
Intrepid
Intrepid
Caesar’s onboard pipe welding and testing
capability allows the vessel to lay large diameter
pipe.
capability allows the vessel to lay large diameter
pipe.
Helix’s dual-reel 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
9
EXHIBIT 99.2
10
Helix Fast Response System (HFRS)
• Utilizes vessels and subsea
systems proven in Macondo
spill response
systems proven in Macondo
spill response
• Capability to capture and
process up to 55,000 bpd in
water depths to 10,000 feet at
15,000 psi
process up to 55,000 bpd in
water depths to 10,000 feet at
15,000 psi
• 24 independent E&P operators
have signed on to include HFRS
in drilling permit applications
have signed on to include HFRS
in drilling permit applications
• Cited as spill response plan in
at least 14 approved deepwater
permits as of August 22, 2011
at least 14 approved deepwater
permits as of August 22, 2011
EXHIBIT 99.2
Offshore Renewable Energy Support
11
• Generated non-oilfield revenues of $36.5 million on
power cable burial projects in 2010
power cable burial projects in 2010
• Provide trenching, cable burial and ROV support for
offshore wind farm development
offshore wind farm development
• Current focus on export lines (field to shore)
• Future opportunities in-field (inter-array cable
installation)
installation)
• Adding additional capacity to meet short- and long-
term growth opportunities
term growth opportunities
• New chartered vessel, Grand Canyon, under
construction with 2012 delivery
construction with 2012 delivery
• Building new trencher, T-1200, to be paired
with the Grand Canyon
with the Grand Canyon
EXHIBIT 99.2
Helix Oil and Gas
12
12/31/2010 Reserve Profile
• 376 Bcfe
• ≈ 55% Deepwater GOM
• ≈ 40% proved developed
• ≈ 40% Oil
• PV-10 $1.3 billion
Mid-August Average Production Profile
• ≈ 134 mmcfe/d*
• ≈ 70% of production is oil
• ≈ 65% of production is deepwater
• Phoenix ≈ 10,500 boe/d, net*
* August production rates impacted by 3rd party pipeline
disruption at the Phoenix field.
disruption at the Phoenix field.
EXHIBIT 99.2
13
Key Balance
Sheet Metrics
Sheet Metrics
EXHIBIT 99.2
14
Debt and Liquidity Profile
Liquidity of approximately $923 million at 8/22/2011
(A) Includes impact of unamortized debt discount under our Convertible Senior Notes.
(B) Liquidity, as we define it, is equal to cash and cash equivalents ($372 million), plus available
capacity under our revolving credit facility ($551 million).
capacity under our revolving credit facility ($551 million).
($ amounts in millions)
EXHIBIT 99.2
Debt Profile
Credit Facilities, Commitments and Amortization
December 2012 (Potential Put by Holders, Actual Maturity December 2025):
•$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).
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).
July 2015:
•$600 Million Revolving Credit Facility - UNDRAWN.
• Facility extended to July 2015 (or January 2016 if certain unsecured debt is
refinanced of paid in full by July 1, 2015).
refinanced of paid in full by July 1, 2015).
• $49 million of LCs in place.
July 2015:
•$299 Million Term Loan B
• Committed facility through July 2015 (or July 2016 if certain unsecured debt is
refinanced or repaid in full by July 1, 2015).
refinanced or repaid in full by July 1, 2015).
• $3.0 million principal payments annually.
15
EXHIBIT 99.2
Debt Profile (continued)
Credit Facilities, Commitments and Amortization
January 2016:
•$500 Million High Yield Notes ($550 million at June 30, 2011)
• Interest only until maturity (January 2016) or called by Helix. First Helix call
date is January 2012 (first call price of 104.75).
date is January 2012 (first call price of 104.75).
• Helix has repurchased $50 million in Q3 at an average price of 103.54 ahead of
first call date as permitted in the credit facility.
first call date as permitted in the credit facility.
February 2027:
•$110 Million MARAD - Original 25 year term; matures February 2027. $4.8 million principal
payments annually.
payments annually.
16
EXHIBIT 99.2
17
2011 Outlook
EXHIBIT 99.2
18
2011 Outlook
We expect to continue to improve our liquidity position in 2011.
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Broad Metrics
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2011 Forecast
(revised)
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2011 Forecast
(original)
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2010 Actual
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Oil and Gas
Production |
50 Bcfe
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49 Bcfe
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47 Bcfe
|
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EBITDAX
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$575+ million
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$475 million
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$430 million
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CAPEX
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$275 million
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$225 million
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$179 million
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Commodity Price
Deck |
2011 Forecast
(revised)
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2011 Forecast
(original)
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2010 Actual
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Hedged
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Oil
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$92.79 / bbl
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$87.11 / bbl
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$75.27 / bbl
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Gas
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$5.46/ mcf
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$4.80/ mcf
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$6.01 / mcf
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EXHIBIT 99.2
19
2011 Outlook
• Contracting Services
o Strong backlog for the Q4000, Well Enhancer and Seawell in 2011
o Continued robotics utilization recovery in second half of 2011, driven primarily by activity outside the GOM
o Backlog for Express and Intrepid improved, although some backlog subject to customer permitting
o Express scheduled to work in the North Sea in the second half of 2012
o Well Enhancer to work in West Africa this winter
o Continued focus on trenching and cable burial business with non-oilfield projects growing
• Production Facilities
o Production Facilities business consists of:
§ HP I
§ Investments in Marco Polo TLP and Independence Hub platform
§ HFRS and related retainer fee
o Provides relatively stable level of EBITDA
§ 2011 forecast of approximately $69 million
o Forecasted 2011 overall production of 50 Bcfe
§ 66% oil and 63% deepwater
§ Assumes no significant storm disruptions
EXHIBIT 99.2
20
2011 Outlook
• Capital Expenditures
o Contracting Services ($115 million)
§ No major vessel projects planned for 2011
§ Caesar thruster upgrade continues through Q3
§ Incremental investment in robotics business
o Oil and Gas ($160 million)
§ Focus capital investment on oil development with relatively fast payback
§ Two major planned well projects in the 2nd half of the year
§ Kathleen (development drill)
§ Nancy (completion)
§ Shelf platform construction and opportunistic workovers
EXHIBIT 99.2
21
Summary of Aug 2011 - Dec 2012 Hedging Positions *
* As of August 22, 2011.
EXHIBIT 99.2
22
EXHIBIT 99.2