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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
May 3, 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.
Form S-4
Filed April 3, 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 154
1. We note your disclosure that the process of evaluating
Remington`s accounting policies for conformity to Helix`s is still
in
the preliminary stages. Please complete your evaluation process
and
revise your pro forma presentation as appropriate to include any
conforming adjustments. If certain items remain subject to
completion, please revise your disclosure to clarify the nature of
such items and the reason they remain outstanding.
2. Please expand your pro forma presentation to identify any
changes in contractual arrangements resulting from your merger
with
Remington that will affect your results of operations subsequent
to
the merger; as well as any significant integration or disposal
costs
that you expect to incur.
3. Please add disclosure, supplementing the pro forma
presentation
depicting your merger with Remington, to discuss plans for your
marine shelf contracting segment, and the filing of an initial
registration statement on Form S-1. We note your statement that
you
may sell a minority stake in the Shelf Contracting business on
page
75. We also note that you recently wrote to the Chief Accountant,
in
a letter dated March 17, 2006, stating that you anticipated filing
a
Form S-1 for the registration of shares for a newly created entity
from a "carve-out" of your marine shelf contracting business and
seeking advice on certain accounting matters. The significance of
the historical operations associated with the assets to be
transferred to the new entity, and the anticipated impact on your
expected future financial position, results of operations and cash
flows should be addressed in this section, the Business section
and
in MD&A.
Unaudited Pro Forma Consolidated Statement of Operations, page 155
4. Please expand your disclosure in footnote (b) to clarify
whether
any change in asset useful lives and/or amortization periods is
anticipated or factored into your pro forma adjustment.
5. Please expand your disclosure in footnote (c) to discuss the
basis for your estimated annual interest rate for 2005 of 5.32%,
and
to indicate whether the rate is consistent with the terms of your
debt agreement. If actual interest rate in the transaction may
differ from the estimate underlying your interest expense
adjustment,
please also disclose in a footnote the effect on your pro forma
income of a 1/8 percent variance in interest rate.
Unaudited Pro Forma Combined Balance Sheet, page 156
6. Please expand your disclosure in footnote (a) to discuss the
basis for each factor used in your purchase price calculation,
including the 30,156,452 shares of
Remington common stock, $27.00 cash price per share, 0.436 times
$42.48 per share, and $20 million estimated direct transaction
fees
payable.
7. Tell us why you use different number of shares and per share
price for Remington common stock in the footnote disclosures of
your
Calculation of Registration Fee page that follows your Form S-4
cover
page.
8. Expand your disclosure in footnote (a) to identify the
independent appraisal firm engaged to assist you in finalizing
your
purchase price allocation; file the consent required under Item
601(b)(23) of Regulation S-K. Additionally, since the purchase
accounting method requires that the purchase price be allocated
based
on the relative fair values of the assets and liabilities
acquired,
your presentation and related disclosure stating that assets and
liabilities were valued at their historical book values should be
revised as necessary to comply with this guidance, with further
disclosure describing the method by which you have utilized
historical amounts in estimating the fair values depicted.
Supplemental Oil and Gas Disclosures (Unaudited), page 158
9. We note your disclosure that the standardized measure
projections should not be viewed as realistic estimates of future
cash flows. Please expand your disclosure to discuss the
limitations
and assumptions used, while identifying those where "subjective
judgments" have been used and which may have been estimated with
a
greater level of precision had you obtained more complete
information. Please differentiate between information utilized in
compiling the measures, and the effects of future occurrences that
may change the assumptions upon which the measures are currently
based.
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,
Karl Hiller 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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