Helix Energy to repurchase $141 million of 6.75% convertibles

By Mary-Katherine Stinson

Lexington, Ky., Dec. 6 – Helix Energy Solutions Group Inc. on Dec. 5 entered into privately negotiated purchase agreements with certain holders of its outstanding 6.75% convertible senior notes due 2026 to repurchase about $141 million aggregate principal amount of the notes, according to a 8-K filing with the Securities and Exchange Commission.

A portion of the notes 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 1.5 million shares of the company’s common stock and cash consideration to be determined by using 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.

The company will issue the exchange shares relying on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act.

The company currently expects the settlement of each of the repurchases to occur on or before Dec. 27, subject to the satisfaction of certain closing conditions. Following settlement, the company currently expects approximately $59 million in aggregate principal amount of the 2026 notes will remain outstanding.

In connection with the repurchases, the company entered into agreements with certain financial institutions to terminate a portion of the capped call transactions related to the issuance of the 2026 notes in a notional amount corresponding to the number of shares of the stock underlying the repurchased 2026 notes. The financial institutions and/or respective affiliates may sell shares of the company’s common stock in secondary market transactions, and/or unwind various derivative transactions.

The issuer is a Houston-based offshore energy services company.

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