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 15, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 281 -618-0400
NOT APPLICABLE
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
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Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
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Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2
of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On November 15, 2023, Helix Energy Solutions Group, Inc. (“Helix” or the “Company”), Helix Well Ops Inc., Helix Robotics Solutions, Inc., Deepwater
Abandonment Alternatives, Inc., Alliance Offshore, L.L.C., Triton Diving Services, LLC, Alliance Energy Services, LLC, Helix Well Ops (U.K.) Limited and Helix Robotics Solutions Limited (collectively, the “Borrowers”), the guarantors party thereto,
the lenders party thereto and Bank of America, N.A., as agent and security trustee for the lenders (in such capacity, the “Agent”), entered into Amendment No. 3 to Loan, Security and Guaranty Agreement (the “Third Amendment”) to the existing Loan,
Security and Guaranty Agreement dated as of September 30, 2021 (as previously amended, the “ABL Facility”) among the Borrowers, the guarantors party thereto, the lenders party thereto and the Agent. The Third Amendment amends certain provisions
under the ABL Facility to, among other things, allow the private offering of senior unsecured notes (the “Notes Offering”), subject to the conditions set forth in the Third Amendment.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third
Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01. |
Regulation FD Disclosure.
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On November 15, 2023, the Company issued a press release announcing the Notes Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form
8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
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| (d) |
Exhibits.
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Exhibit
Number
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Description
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Amendment No. 3, dated as of November 15, 2023, to Loan, Security and Guaranty Agreement dated as of September 30, 2021, among Helix Energy Solutions Group, Inc., Helix Well Ops Inc., Helix Robotics Solutions,
Inc., Deepwater Abandonment Alternatives, Inc., Alliance Offshore, L.L.C., Triton Diving Services, LLC, Alliance Energy Services, LLC, Helix Well Ops (U.K.) Limited and Helix Robotics Solutions Limited as borrowers, the guarantors party
thereto, the lenders party thereto, and Bank of America, N.A., as agent and security trustee for the lenders, as previously amended.
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Press release dated November 15, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Date: November 15, 2023
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HELIX ENERGY SOLUTIONS GROUP, INC.
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By:
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/s/ Erik Staffeldt
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Erik Staffeldt
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Executive Vice President and Chief Financial Officer
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