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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
May 18, 2006
Mr. James Lewis Connor, III
Senior Vice President, General Counsel and Corporate Secretary
Helix Energy Solutions Group, Inc.
400 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060
Re: Helix Energy Solutions Group, Inc.
Amendment No. 1 to Form S-4
Filed May 16, 2006
File No. 333-132922
Dear Mr. Connor:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Unaudited Condensed Combined Pro Forma Financial Data, page 175
1. We note your response to prior comment 1 explaining that you
have completed your review of the significant accounting policies
of
Remington, and that you updated disclosure on pages 26 and 175 to
indicate that the accounting policies for Helix and Remington are
comparable. However, we note that your disclosure on page 26
states
that material revisions could be necessary as the accounting
policy
review is finalized. Please revise your disclosure on page 26 to
be
consistent with your disclosure on page 175, if this would result
in
an accurate representation.
2. We understand from your response to prior comment 3 that you
have not yet settled on the extent of the minority stake in your
Shelf Contracting business that will be sold, or the terms under
which that sale will occur, and have therefore included disclosure
indicating only that it would fall within the range between zero
and
50 percent (i.e. a minority stake). It would be helpful for you
to
narrow this range on the basis of information that is known, and
the
deliberations in which you have been engaged; or to otherwise
clarify
that your planned sale could reasonably occur at any point within
this range, if true.
3. We note you expanded disclosure about the interest rates
utilized in your pro forma adjustments in response to prior
comment
5. However, such disclosure does not convey that your estimated
interest rate is based on the terms of your proposed credit
facilities, as suggested in your written reply. We reissue prior
comment 5.
4. We have read your response to prior comment 8, stating that
working capital assets and liabilities are "...assigned fair
values
which approximate historical book values," while continuing to
disclose that such assets and liabilities "...were valued at their
historical book values...." As previously advised, we believe
that
you need to base your preliminary allocation on estimates of fair
value for the assets and liabilities being acquired.
If you believe the historical values approximate fair value, you
could explain that you have estimated the fair values of the
assets
and liabilities acquired based on the historical carrying amounts,
if
that is your view.
Further, although the consulting firm you have engaged has not yet
completed the appraisal, you should be prepared to name that firm
and
obtain a consent for inclusion in any registration statement that
includes a reference similar to the one you have made in the Form
S-
4, or which is otherwise incorporated into a registration
statement,
once that appraisal is complete and utilized in preparing your
financial statements.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested effective date.
You may contact Lily Dang at 202-551-3867, or in her
absence,
me at 202-551-3686 with any questions regarding the financial
statements or related matters. Please contact Donna Levy at (202)
551-3292 or me at (202) 551-3685 with any other questions.
Sincerely,
Tangela Richter
Branch Chief
cc: Arthur H. Rogers, Esq.
K. Hiller (SEC)
L. Dang (SEC)
D. Levy (SEC)
Mr. James Lewis Connor, III
Helix Energy Solutions Group, Inc.
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