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): December 27, 2023 (December 27, 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 8.01. |
Other Events.
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Repurchase Transactions
On December 27, 2023, Helix Energy Solutions Group, Inc. (the “Company”) completed the previously announced repurchases and exchanges of its 6.75%
Convertible Senior Notes due 2026 (the “2026 Notes”), pursuant to certain privately negotiated purchase and exchange agreements entered into between the Company and certain holders of its 2026 Notes. In total, the Company repurchased and exchanged
approximately $160 million aggregate principal amount of 2026 Notes (the “Repurchases”) for an aggregate of 1.5 million shares of the Company’s common stock (the “Exchange Shares”) and $218 million cash consideration, including accrued interest and
net of approximately $16 million cash received by the Company in connection with the capped call unwind transactions described below. The Company issued the Exchange Shares in reliance on the exemption from the registration requirements provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Following the Repurchases, approximately $40 million in aggregate principal amount of the 2026 Notes remain outstanding.
The Exchange Shares have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and such
securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Capped Call Unwind Transactions
As previously disclosed in the Current Report on Form 8-K filed on December 6, 2023, the Company terminated a portion of the capped call transactions
entered into in connection with the issuance of the 2026 Notes in a notional amount corresponding to the number of shares of the Company’s common stock underlying the 2026 Notes repurchased.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an
offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.
Forward-looking Statements:
This Current Report on Form 8-K contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to
differ materially from those expressed or implied by such forward-looking statements. All 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 statements regarding the Repurchases, the amounts remaining outstanding, the Exchange Shares, and any statements or assumptions underlying any of the foregoing. The forward-looking statements are subject to a
number of known and unknown risks, uncertainties and other factors that could cause results to differ materially from those in the forward-looking statements, including but not limited to the potential effects of the transactions described in this
Current Report on Form 8-K; actions by governments, customers, suppliers and partners with respect thereto; market conditions; results from acquired properties; demand for our services; the performance of contracts by suppliers, customers and
partners; actions by governmental and regulatory authorities; operating hazards and delays, which includes delays in delivery, chartering or customer acceptance of assets or terms of their acceptance; our ultimate ability to realize current backlog;
employee management issues; 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 (the
“SEC”), including the Company’s most recently filed Annual Report on Form 10-K and in the Company’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. We assume no obligation and do not intend to
update these forward-looking statements, which speak only as of their respective dates, except as required by the securities laws.
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: December 27, 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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