|
Minnesota
(State or other jurisdiction
of incorporation)
|
001-32936
(Commission File Number)
|
95-3409686
(IRS Employer Identification No.)
|
|
|
|
3505 West Sam Houston Parkway North, Suite 400
Houston, Texas
(Address of principal executive offices)
|
|
77043
(Zip Code)
|
|
281-618-0400
(Registrant's telephone number,
including area code)
|
|
|
1.
|
The minimum permitted “Consolidated Interest Coverage Ratio” (as such term is defined in the Credit Agreement) is revised as follows:
|
Four Fiscal Quarters Ending
|
Minimum Consolidated
Interest Coverage Ratio
|
March 31, 2016 through and including September 30, 2016
|
2.50 to 1.00
|
December 31, 2016 through and including March 31, 2017
|
2.75 to 1.00
|
June 30, 2017 and each fiscal quarter thereafter
|
3.00 to 1.00
|
2.
|
The maximum permitted “Consolidated Leverage Ratio” (as such term is defined in the Credit Agreement) is revised as follows:
|
Four Fiscal Quarters Ending
|
Maximum Consolidated
Leverage Ratio
|
March 31, 2016
|
5.50 to 1.00
|
June 30, 2016
|
5.25 to 1.00
|
September 30, 2016 through and including December 31, 2016
|
5.00 to 1.00
|
March 31, 2017
|
4.75 to 1.00
|
June 30, 2017
|
4.25 to 1.00
|
September 30, 2017
|
3.75 to 1.00
|
December 31, 2017 and each fiscal quarter thereafter
|
3.50 to 1.00
|
3.
|
Helix is required to maintain cash and “Cash Equivalents” (as such term is defined in the Credit Agreement) in the minimum amounts below based on its Consolidated Leverage Ratio:
|
Consolidated Leverage Ratio
|
Minimum Cash
|
Greater than or equal to 4.50x
|
$150,000,000.00
|
Greater than or equal to 4.00x but less than 4.50x
|
$100,000,000.00
|
Greater than or equal to 3.50x but less than 4.00x
|
$50,000,000.00
|
Less than 3.50x
|
$0.00
|
4.
|
The revolving credit facility commitment under the Credit Agreement decreases from $600 million to $400 million.
|
Number
|
|
Description
|
|
|
|
4.1
|
|
Amendment No. 3 to the Credit Agreement, dated as of February 9, 2016, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.
|
99.1
|
|
Press Release of Helix Energy Solutions Group, Inc. dated February 10, 2016, regarding Amendment No. 3 to the Credit Agreement.
|
|
|
HELIX ENERGY SOLUTIONS GROUP, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
|
Anthony Tripodo
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
Number
|
|
Description
|
|
|
|
4.1
|
|
Amendment No. 3 to the Credit Agreement, dated as of February 9, 2016, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.
|
99.1
|
|
Press Release of Helix Energy Solutions Group, Inc. dated February 10, 2016, regarding Amendment No. 3 to the Credit Agreement.
|
Applicable Rate
|
|||
Pricing Level
|
Consolidated Leverage Ratio
|
Eurodollar Rate (Letters of Credit)
|
Base Rate
|
1
|
Less than 1.00x
|
2.00%
|
1.00%
|
2
|
Greater than or equal to 1.00x but less than 1.75x
|
2.25%
|
1.25%
|
Applicable Rate
|
|||
Pricing Level
|
Consolidated Leverage Ratio
|
Eurodollar Rate (Letters of Credit)
|
Base Rate
|
3
|
Greater than or equal to 1.75x but less than 2.50x
|
2.50%
|
1.50%
|
4
|
Greater than or equal to 2.50x but less than 3.25x
|
2.75%
|
1.75%
|
5
|
Greater than or equal to 3.25x but less than 3.75x
|
3.00%
|
2.00%
|
6
|
Greater than or equal to 3.75x but less than 4.25x
|
3.50%
|
2.50%
|
7
|
Greater than or equal to 4.25x but less than 4.75x
|
4.00%
|
3.00%
|
8
|
Greater than or equal to 4.75x
|
4.50%
|
3.50%
|
(a)
|
Consolidated Interest Coverage Ratio
. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than the ratio set forth below opposite such period:
|
Four Fiscal Quarters Ending
|
Minimum Consolidated Interest Coverage Ratio
|
December 31, 2015
|
3.00 to 1.00
|
March 31, 2016 through and including September 30, 2016
|
2.50 to 1.00
|
December 31, 2016 through and including March 31, 2017
|
2.75 to 1.00
|
June 30, 2017 and each fiscal quarter thereafter
|
3.00 to 1.00
|
(b)
|
Consolidated Leverage Ratio
. Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of the Borrower set forth below to be greater than the ratio set forth below opposite such period:
|
Four Fiscal Quarters Ending
|
Maximum Consolidated
Leverage Ratio
|
December 31, 2015
|
4.50 to 1.00
|
March 31, 2016
|
5.50 to 1.00
|
June 30, 2016
|
5.25 to 1.00
|
September 30, 2016 through and including December 31, 2016
|
5.00 to 1.00
|
March 31, 2017
|
4.75 to 1.00
|
June 30, 2017
|
4.25 to 1.00
|
September 30, 2017
|
3.75 to 1.00
|
December 31, 2017 and each fiscal quarter thereafter
|
3.50 to 1.00
|
(c)
|
Minimum Cash Requirement
. Commencing with the Third Amendment Effective Date, permit the unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries at any time to be less than the applicable amount set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the Compliance Certificate most recently delivered as of such date of determination; provided, that not less than 50% of such unrestricted cash and Cash Equivalents shall be cash and Cash Equivalents of the Loan Parties held in deposit and/or securities accounts subject to control agreements in favor of the Administrative Agent; provided, further that any such cash or Cash Equivalents of any Restricted Subsidiary that is not a Loan Party shall be held in deposit and/or securities accounts with a Lender:
|
Consolidated Leverage Ratio
|
Minimum Cash
|
Greater than or equal to 4.50x
|
$150,000,000.00
|
Greater than or equal to 4.00x but less than 4.50x
|
$100,000,000.00
|
Greater than or equal to 3.50x but less than 4.00x
|
$50,000,000.00
|
Less than 3.50x
|
$0.00
|
|
|
HELIX ENERGY SOLUTIONS GROUP
|
||
|
|
INC.,
a Minnesota corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
Name:
|
Anthony Tripodo
|
|
|
|
Title:
|
Executive Vice President and Chief
|
|
|
|
|
Financial Officer
|
|
|
|
|
|
|
|
|
CANYON OFFSHORE, INC.,
a Texas
|
||
|
|
corporation
|
||
|
|
CANYON OFFSHORE INTERNATIONAL
|
||
|
|
CORP.,
a Texas corporation
|
||
|
|
HELIX INGLESIDE LLC,
a Delaware limited
|
||
|
|
liability company
|
||
|
|
HELIX OFFSHORE INTERNATIONAL,
|
||
|
|
INC.,
a Texas corporation
|
||
|
|
HELIX PROPERTY CORP.,
a Texas
|
||
|
|
corporation
|
||
|
|
HELIX SUBSEA CONSTRUCTION, INC,
a
|
||
|
|
Delaware corporation
|
||
|
|
HELIX WELL OPS INC.,
a Texas corporation
|
||
|
|
|
|
|
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
Name:
|
Anthony Tripodo
|
|
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
|
|
|
|
CANYON OFFSHORE LIMITED,
a Scottish
|
||
|
|
company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Alisa Berne Johnson
|
|
|
|
Name:
|
Alisa Berne Johnson
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
KOMMANDOR LLC,
a Delaware limited
|
||
|
|
liability company
|
||
|
|
|
|
|
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
Name:
|
Anthony Tripodo
|
|
|
|
Title:
|
Vice President
|
|
|
BANK OF AMERICA, N.A.,
as
|
|
|
|
|
Administrative Agent
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Don B. Pinzon
|
|
|
|
Name:
|
Don B. Pinzon
|
|
|
|
Title:
|
Vice President
|
|
|
|
BANK OF AMERICA, N.A.,
as a Lender, L/C
|
||
|
|
Issuer and Swing Line Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Julie Castano
|
|
|
|
Name:
|
Julie Castano
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
CADENCE BANK N.A.,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Tim Ashe
|
|
|
|
Name:
|
Tim Ashe
|
|
|
|
Title:
|
Banking Officer
|
|
|
|
CAPITAL ONE, NATIONAL
|
||
|
|
ASSOCIATION.,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Victor Ponce De Leon
|
|
|
|
Name:
|
Victor Ponce De Leon
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
COMERICA BANK,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Bradley Kuhn
|
|
|
|
Name:
|
Bradley Kuhn
|
|
|
|
Title:
|
AVP
|
|
|
|
COMPASS BANK,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Collis Sanders
|
|
|
|
Name:
|
Collis Sanders
|
|
|
|
Title:
|
Executive Vice President
|
|
|
|
CREDIT SUISSE AG, CAYMAN ISLANDS
|
||
|
|
BRANCH,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mikhail Faybusovich
|
|
|
|
Name:
|
Mikhail Faybusovich
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gregory Fantoni
|
|
|
|
Name:
|
Gregory Fantoni
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
DEUTSCHE BANK AG NEW YORK
|
||
|
|
BRANCH,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Shannon
|
|
|
|
Name:
|
Michael Shannon
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Winters
|
|
|
|
Name:
|
Michael Winters
|
|
|
|
Title:
|
Vice President
|
|
|
|
DNB CAPITAL LLC,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Barbara Gronquist
|
|
|
|
Name:
|
Barbara Gronquist
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
By:
|
/s/ Philippe Wulfers
|
|
|
|
Name:
|
Philippe Wulfers
|
|
|
|
Title:
|
Vice President
|
|
|
|
FROST BANK, a Texas state bank,
as a
|
||
|
|
Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Wes Northington
|
|
|
|
Name:
|
Wes Northington
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
HSBC BANK USA, N.A.,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Wadie Christopher Habiby
|
|
|
|
Name:
|
Wadie Christopher Habiby
|
|
|
|
Title:
|
Vice President
|
|
|
|
ING CAPITAL LLC,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Tanja van der Woude
|
|
|
|
Name:
|
Tanja van der Woude
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jens Van Yperzeele
|
|
|
|
Name:
|
Jens Van Yperzeele
|
|
|
|
Title:
|
Director
|
|
|
|
NATIXIS NEW YORK BRANCH,
as a
|
||
|
|
Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Stuart Murray
|
|
|
|
Name:
|
Stuart Murray
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Carlos Quinteros
|
|
|
|
Name:
|
Carlos Quinteros
|
|
|
|
Title:
|
Managing Director
|
|
|
|
NORDEA BANK AB, LONDON BRANCH,
|
||
|
|
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Martin Kahm
|
|
|
|
Name:
|
Martin Kahm
|
|
|
|
Title:
|
Head of Offshore & Oil Services, London
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sandra Pavic-Walkinson
|
|
|
|
Name:
|
Sandra Pavic-Walkinson
|
|
|
|
Title:
|
Vice President
|
|
|
|
RAYMOND JAMES BANK, N.A.,
as a
|
||
|
|
Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott Axelrod
|
|
|
|
Name:
|
Scott Axelrod
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
RB INTERNATIONAL FINANCE
|
||
|
|
(USA) LLC,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Peter Armieri
|
|
|
|
Name:
|
Peter Armieri
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steven VanSteenbergen
|
|
|
|
Name:
|
Steven VanSteenbergen
|
|
|
|
Title:
|
Vice President
|
|
|
|
REGIONS BANK,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Valentine
|
|
|
|
Name:
|
David Valentine
|
|
|
|
Title:
|
Director
|
|
|
|
Stifel Bank & Trust, as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Christian Jon Bugvis
|
|
|
|
Name:
|
Christian Jon Bugvis
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
SUMITOMO MITSUI BANKING
|
||
|
|
CORPORATION,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ James D. Weinstein
|
|
|
|
Name:
|
James D. Weinstein
|
|
|
|
Title:
|
Managing Director
|
|
|
|
WELLS FARGO BANK, N.A.,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ J.C. Hernandez
|
|
|
|
Name:
|
J.C. Hernandez
|
|
|
|
Title:
|
Managing Director
|
|
|
|
WHITNEY BANK,
as a Lender
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David E. Sisler
|
|
|
|
Name:
|
David E. Sisler
|
|
|
|
Title:
|
Senior Vice President
|
|
|
|
ZB, N.A. dba AMEGY BANK,
as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Rachel Pletcher
|
|
|
|
Name:
|
Rachel Pletcher
|
|
|
|
Title:
|
Vice President
|
|
|
|
PRESS
RELEASE
www.HelixESG.com
|
For Immediate Release
|
|
|
16-001
|
|
|
|
|
Date: February 10, 2016
|
Contact:
|
Erik Staffeldt
|
|
|
|
Vice President - Finance & Accounting
|
|
•
|
Increasing the trailing four quarter maximum leverage ratio to 5.5x for the quarter ending March 31, 2016 then decreasing gradually over successive quarters to 3.5x by December 31, 2017.
|
•
|
Decreasing the trailing four quarter minimum interest coverage ratio to 2.5x for the quarter ending March 31, 2016 then increasing to 3.0x by June 30, 2017.
|
•
|
Reduction of the credit facility revolver commitment from $600 million to $400 million, which will save the Company $1 million annually in commitment fees.
|
•
|
Adding a cash requirement covenant of $50 million if our leverage ratio exceeds 3.5x, $100 million if it exceeds 4.0x and $150 million if it exceeds 4.5x.
|