Attached files
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): February
19, 2010
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
North Sam Houston Parkway East, 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 1.01
|
Entry
into a Material Definitive
Agreement.
|
Amendment
No. 3 to Credit Agreement
Helix
Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), as borrower,
Bank of America, N.A., as administrative agent, swing line lender and L/C issuer
and the lenders party to the Credit Agreement (as defined below) have entered
into Amendment No. 3 to Credit Agreement dated as of February 19, 2010 (the
“Third Amendment”) which amends the existing Credit Agreement dated as of
July 3, 2006, as amended by Amendment No. 1 to Credit Agreement dated
November 29, 2007 and Amendment No. 2 to the Credit Agreement
dated October 9, 2009 (the “Credit Agreement”), by and among Helix,
Bank of America, N.A., as administrative agent, swing line lender and L/C issuer
and the lenders party thereto. The Third Amendment was executed and delivered on
February 19, 2010.
The Third
Amendment, among other things:
|
·
|
increases the
consolidated leverage ratio that Helix is required to comply with from the
current permitted leverage ratio of 3.50 to 1.00. Beginning
with the quarter ending March 31, 2010, the ratio will be changed as
follows:
|
|
o
|
March 31,
2010 – 5.00 to 1.00
|
|
o
|
June 30, 2010
– 5.50 to 1.00
|
|
o
|
September 30,
2010 – 5.00 to 1.00
|
|
o
|
December 31,
2010 – 4.50 to 1.00
|
|
o
|
March 31,
2011 and thereafter – 4.00 to 1.00
|
|
·
|
adds a new
covenant for “Consolidated Senior Secured Leverage
Ratio.” Helix is required to comply with this new covenant
beginning with the quarter ending March 31, 2010. The ratio will be as
follows:
|
|
o
|
March 31 and
June 30, 2010 – 2.50 to 1.00
|
|
o
|
September 30,
2010 – 2.25 to 1.00
|
|
o
|
December 31,
2010 and thereafter – 2.00 to 1.00
|
|
·
|
increases the
margin on Revolving Loans by 0.50% should the consolidated leverage ratio
exceed 4.50 to 1.00 and increases the margin on the Term Loan by 0.25% if
consolidated leverage is less than 4.50 to 1.00 and 0.50% if consolidated
leverage is equal to or greater than 4.50 to
1.00.
|
The foregoing
summary of the provisions of the Third Amendment is a general description, does
not purport to be complete and is qualified in its entirety by reference to the
full and complete terms of such agreement which are attached hereto as Exhibit
10.1 and are incorporated by reference herein.
Item
2.02 Results of Operations and Financial Condition.
On February 24,
2010, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release
announcing its fourth quarter and year-end results of operation for the period
ended December 31, 2009. Attached hereto as Exhibit 99.1, and
incorporated by reference herein, is the press release.
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
7.01 Regulation FD Disclosure.
On February 24,
2010, Helix issued a press release announcing its fourth quarter and year-end
results of operation for the period ended December 31, 2009. In
addition, on February 25, 2010, Helix is making a presentation (with slides) to
analysts and investors regarding its financial and operating
results. Attached hereto as Exhibits 99.1 and 99.2, respectively, and
incorporated by reference herein are the press release and the slides for the
Fourth Quarter Earnings Conference Call Presentation issued by Helix. The
presentation materials will also be posted beginning on February 24, 2010 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
----------
--------------
|
10.1
|
Amendment No.
3 to Credit Agreement, dated as of February 19, 2010, by and among Helix,
as borrower, Bank of America, N.A., as administrative agent, and the
lenders named thereto.
|
|
99.1
|
Press Release
of Helix Energy Solutions Group, Inc. dated February 24, 2010 reporting
financial results for the fourth quarter of 2009 and
for the year ending December 31,
2009.
|
|
99.2
|
Fourth
Quarter Earnings Conference Call
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: February
24, 2010
HELIX
ENERGY SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony
Tripodo
Executive Vice President and
Chief Financial
Officer
Index
to Exhibits
Exhibit
No. Description
-------------------- ------------------------------------
|
10.1
|
Amendment No.
3 to Credit Agreement, dated as of February 19, 2010, by and among Helix,
as borrower, Bank of America, N.A., as administrative agent, and the
lenders named thereto.
|
|
99.1
|
Press Release
of Helix Energy Solutions Group, Inc. dated February 24, 2010 reporting
financial results for the fourth quarter of 2009 and
for the year ending December 31,
2009.
|
|
99.2
|
Fourth
Quarter Earnings Conference Call
Presentation.
|