Cal Dive delisting triggers put option on $86 million 5% convertibles

By Susanna Moon

Chicago, Dec. 11 – Cal Dive International, Inc. holders may put $86.25 million principal amount of 5% convertible senior notes due July 15, 2017, according to an 8-K filing with the Securities and Exchange Commission.

The notes are putable because the company’s stock was delisted from trading on the New York Stock Exchange on Dec. 8, which constitutes a fundamental change under the note terms, as the company has previously warned.

The company said it has until Dec. 28 to notify holders. After that, holders then may put the notes at par plus accrued interest for 20 to 35 calendar days immediately following the notice date.

As previously reported, the company said it was notified by the NYSE on Sept. 8 that it no longer satisfied the minimum share price standard for continued listing of its common stock.

Cal Dive then received another notice from the NYSE on Oct. 29 that the exchange had decided to launch delisting proceedings in view of the common stock’s abnormally low trading price. Trading was suspended immediately at that time.

As a result, Cal Dive will no longer be able to settle the conversion feature in shares of common stock, and the conversion feature will again be recognized as a derivative liability on the company’s balance sheet.

Cal Dive is a Houston-based 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.

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