Item 1.01. Entry into a Material Definitive Agreement.
Repurchase Transactions
On December 5, 2023, Helix Energy Solutions Group, Inc. (the "Company") entered into various privately negotiated purchase agreements (the "Purchase Agreements") with certain holders of its outstanding 6.75% Convertible Senior Notes due 2026 (the "2026 Notes") pursuant to which the Company will repurchase approximately $141 million aggregate principal amount of the 2026 Notes (the "Repurchases"), which will be cancelled, a portion of which will be exchanged solely for $67 million of fixed cash consideration, plus accrued and unpaid interest, and a portion of which will be exchanged for a combination of an aggregate of 1.5 million shares of the Company's common stock (the "Exchange Shares") and an amount of cash to be determined by utilizing a formula based in part on the daily volume-weighted average prices per share of the Company's common stock during the applicable pricing period (such amount of cash, plus the fixed cash consideration, the "Cash Consideration"). Although the aggregate amount of Cash Consideration paid will ultimately be determined based on the foregoing formula, for illustrative purposes only, if the daily volume-weighted average price per share of the Company's common stock during such period were equal to $9.00 per share (the closing stock price on December 5, 2023), the aggregate amount of Cash Consideration payable at settlement pursuant to the Purchase Agreements (in addition to the Exchange Shares) would be approximately $192 million, plus accrued and unpaid interest. The Company will issue 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").
The Company currently expects the settlement of each of the Repurchases to occur on or before December 27, 2023, in each case subject to the satisfaction of certain closing conditions. Following the settlement of the Repurchases, the Company currently expects approximately $59 million in aggregate principal amount of the 2026 Notes will 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.
The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Purchase Agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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Helix Energy Solutions Group Inc. published this content on 06 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 December 2023 13:06:13 UTC.
