Item 2.01 Completion of Acquisition or Disposition of Assets.
In connection with the announcement of Helix's intention to commence an
underwritten secondary public offering of 20.0 million shares of common stock of
Cal Dive International, Inc. ("Cal Dive"), its majority owned subsidiary (the
"Offering"), on May 29, 2009, Helix entered into a definitive stock repurchase
agreement (the "Stock Repurchase Agreement") with Cal Dive to sell directly to
Cal Dive that number of shares of Cal Dive's common stock equal to $14 million
divided by the per share price at which Helix sells the shares in the Offering.
The Offering also includes an option for the underwriters to purchase an
additional 3.0 million shares to cover over-allotments, if any.
Upon closing of the Offering and the consummation of the Stock Repurchase
Agreement, Helix will cease to own a majority of Cal Dive's common stock.
The foregoing description of the provisions of the Stock Purchase Agreement
is qualified in its entirety by reference to the full and complete terms of the
Stock Purchase Agreement, which is attached hereto as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference herein. The Stock
Repurchase Agreement has been included to provide investors with information
regarding its terms, and is not intended to provide any other factual
information about any of the parties thereto.
Item 7.01 Regulation FD Disclosure.
On June 1, 2009, Helix issued a press release announcing its commencement of
the Offering and Helix's entry into the Stock Repurchase Agreement. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
This information is not deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or
otherwise subject to the liabilities of that section, and such information is
not incorporated by reference into any registration statements or other document
filed under the Securities Act of 1933, as amended ("Securities Act"), or the
Exchange Act, regardless of the general incorporation language contained in such
filing, except as shall be expressly set forth by specific reference to this
filing.
