Item 1.01
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Entry into a Material Definitive Agreement
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On March 20, 2018, Helix Energy Solutions Group, Inc.
(the Company) completed its previously announced underwritten public offering of $125 million aggregate principal amount of its 4.125% Convertible Senior Notes due 2023 (the Notes). The Company issued the Notes
pursuant to a base indenture, dated as of November 1, 2016 (the Base Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as supplemented by the second
supplemental indenture, dated as of March 20, 2018 between the Company and the Trustee (the Second Supplemental Indenture, and together with the Base Indenture, the Indenture).
The Notes bear interest at a rate of 4.125% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on
September 15, 2018. The Notes will mature on September 15, 2023, unless earlier converted or redeemed or repurchased by us. During certain periods and subject to certain conditions (as described in the Indenture) the Notes will
be convertible by the holders into shares of the Companys common stock at an initial conversion rate of 105.6133 shares of common stock per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $9.47
per share of common stock), subject to adjustment in certain circumstances as set forth in the Indenture. The initial conversion price represents a conversion premium of approximately 45.0% over the closing price of the Companys common
stock on March 13, 2018 of $6.53 per share. Upon conversion, holders will receive, at the Companys discretion, cash, shares of the Companys common stock or a combination thereof. Holders that surrender Notes for conversion in
connection with a make-whole fundamental change, as defined in the Indenture, may in certain circumstances be entitled to an increased conversion rate.
Prior to March 15, 2021, the Notes will not be redeemable. On or after March 15, 2021, the Company may, at its option, redeem all or any
portion of the Notes, subject to certain conditions, at a redemption price payable in cash equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, and a make-whole premium with a value equal
to the present value of the remaining scheduled payments of interest on the Notes to be redeemed up to and including September 15, 2023, as further described in the Indenture. Holders of the Notes may require us to repurchase the Notes
following a fundamental change, as defined in the Indenture.
The Indenture contains customary terms and covenants, including that upon
certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the entire principal amount of all the Notes, and the interest accrued
on such Notes, if any, to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company or a principal subsidiary, the principal amount of the Notes together with any accrued and
unpaid interest thereon will automatically be and become immediately due and payable.
The Notes will be the Companys general senior unsecured
obligations and will rank equally in right of payment with all of its existing and future senior unsecured indebtedness. The Notes will be effectively subordinated to all of the Companys existing and future secured indebtedness to the extent
of the value of the assets securing such indebtedness or other obligations and structurally subordinated to all existing and future liabilities of the Companys subsidiaries, including trade payables.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the
Base Indenture, the Second Supplemental Indenture and the form of Note, copies of which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form
8-K,
and are incorporated
herein by reference.