Helix Announces Pricing of Upsized Convertible Senior Notes Offering

Helix Energy Solutions Group, Inc. ("Helix") (NYSE: HLX) announced today it has priced an upsized offering of $200 million principal amount of 6.75% Convertible Senior Notes due 2026 (the “2026 Notes”). The size of the offering was increased from the previously announced $175 million aggregate principal amount. Helix expects to close the offering of the 2026 Notes on or about August 14, 2020, subject to the satisfaction of customary closing conditions. Wells Fargo Securities, LLC and Evercore ISI are acting as joint book-running managers for the offering.

The 2026 Notes are to be issued via an underwritten public offering, resulting in expected net proceeds of approximately $192.5 million, after deducting underwriting fees and estimated offering expenses. Helix intends to use approximately $10.5 million of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. Helix intends to use approximately $183 million (or approximately $186 million with accrued interest), consisting of the remainder of the net proceeds together with cash on hand, to repurchase approximately $90 million aggregate principal amount of its outstanding 4.25% Convertible Senior Notes due 2022 (the “2022 Notes”) and approximately $95 million aggregate principal amount of its outstanding 4.125% Convertible Senior Notes due 2023 (the “2023 Notes” and, together with the 2022 Notes, the “Outstanding Notes”) in privately negotiated transactions effected through one of the underwriters or its affiliate, as Helix’s agent, concurrently with the offering (the “repurchase transactions”).

Interest on the 2026 Notes will be paid semi-annually on February 15 and August 15 of each year beginning on February 15, 2021. During certain periods and subject to certain conditions, the 2026 Notes will be convertible by holders based on an initial conversion rate of 143.3795 shares of common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $6.97 per share of common stock, subject to adjustment. Upon conversion, holders will receive, at Helix’s discretion, cash, shares of Helix’s common stock or a combination thereof.