Current Report Filing (8-k)

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): August 22, 2014

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-33206 (Commission File Number)	61-1500501 (IRS Employer Identification No.)

2500 CityWest Boulevard, Suite 2200 Houston, Texas (Address of principal executive offices)		77042 (Zip Code)

	(713) 361-2600 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01

Regulation FD Disclosure.

The following information is being provided under Form 8-K, Item 7.01, and should not be deemed incorporated by reference by any general statement incorporating by reference this Current Report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates this information by reference, and none of this information should be deemed "filed" under such acts.

On August 22, 2014, the Company issued a press release announcing that it has executed commitment letters with three financial institutions providing for a $125 million senior secured credit facility that may consist of both a term facility and revolving facility to refinance the Company's existing revolving credit facility and provide additional liquidity to the Company. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits to this Current Report on Form 8-K are listed in the Exhibit Index, which appears at the end of this report and are incorporated by reference herein.

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.

	CAL DIVE INTERNATIONAL, INC.


	By:	/s/ Lisa M. Buchanan
		Lisa M. Buchanan Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

Date: August 22, 2014

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Cal Dive International, Inc. dated August 22, 2014.

Exhibit 99.1

2500 CityWest Boulevard

Suite 2200

Houston, TX 77042

(713) 361-2600

FOR IMMEDIATE RELEASE

August 22, 2014

Contact:

Ike Smith

Vice President - Finance

(713) 243-2713

Cal Dive Executes Commitment Letters for Refinancing of

Revolving Credit Agreement

HOUSTON, TX – (August 22, 2014) Cal Dive International, Inc. (NYSE: DVR) announced today that it has executed commitment letters with three financial institutions providing for a $125 million senior secured credit facility that may consist of both a term facility and revolving facility to refinance the Company's existing revolving credit facility and provide additional liquidity to the Company. The commitment letters are subject to customary closing conditions. As previously disclosed, the Company was required to provide executed commitment letters acceptable to its existing revolving lenders for the refinancing of its revolving credit facility by August 27, 2014, or waivers with respect to the Company's loan agreements would have expired on September 2, 2014. The revolving lenders have confirmed that the commitment letters obtained by the Company are acceptable and the waiver period will not expire until September 30, 2014. The Company expects to complete the refinancing of the revolving credit facility in advance of the expiration of the waivers. Upon completion of the refinancing and related amendments to the financial covenants under its loan agreements, the Company expects that all of its indebtedness will be reclassified to long-term debt on its balance sheet.

About Cal Dive International, Inc.

Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges.

Cautionary Statement

This press release may include "forward-looking" statements that are generally identifiable through the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project" and similar expressions and include any statements that are made regarding earnings expectations. The forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update or revise such statements to reflect new information or events as they occur. These statements are based on a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performance and that actual future results may differ materially due to a variety of factors, including the Company's significant indebtedness and constraints on the Company's liquidity, current economic and financial market conditions, changes in commodity prices for natural gas and oil, and in the level of offshore exploration, development and production activity in the oil and natural gas industry, the Company's inability to obtain contracts with favorable pricing terms if there is a downturn in its business cycle, intense competition and pricing pressure in the Company's industry, the risks of cost overruns on fixed price contracts, the uncertainties inherent in competitive bidding for work, the operational risks inherent in the Company's business, risks associated with the Company's increasing presence internationally, and other risks detailed in the Company's most recently filed Annual Report on Form 10-K.

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