Helix Announces Pricing of Upsized Convertible Senior Notes Offering - Seite 2

In addition, the holders of the 2026 Notes may require Helix to repurchase the 2026 Notes under certain circumstances, and Helix may redeem all or any portion of the 2026 Notes, at its option, on or after August 15, 2023 (but, in the case of a partial redemption, no later than the 40th scheduled trading day immediately before the maturity date), subject to certain conditions, at a redemption price payable in cash equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest and a “make-whole premium” with a value equal to the present value of the remaining scheduled payments of interest on the 2026 Notes to be redeemed through February 15, 2026.

The terms of the repurchase transactions were negotiated individually with holders of the Outstanding Notes based on several factors, including the market price of Helix’s common stock and the trading price of the 2022 Notes and the 2023 Notes at the time of such repurchase(s). The repurchase transactions may affect the market price of Helix’s common stock. Helix also expects that holders of Outstanding Notes that sell such Outstanding Notes to it may enter into or unwind various derivatives with respect to Helix’s common stock and/or purchase or sell shares of its common stock in the market to hedge their exposure in connection with these transactions. In particular, Helix expects that many holders of the Outstanding Notes employ a convertible arbitrage strategy with respect to such Outstanding Notes and have a short position with respect to Helix’s common stock that they would close, through purchases of its common stock, in connection with Helix’s repurchase, if any, of their Outstanding Notes. This activity could increase (or reduce the size of any decrease in) the market price of Helix’s common stock or the 2026 Notes at that time, which could also impact the initial conversion prices of the 2026 Notes.

In connection with the pricing of the 2026 Notes, Helix entered into one or more privately negotiated capped call transactions with one or more of the underwriters of the offering and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Helix’s common stock upon any conversion of the 2026 Notes or at the election of Helix (subject to certain conditions) to offset any cash payments that Helix may be required to make in excess of the aggregate principal amount of the converted 2026 Notes, as the case may be, upon any conversion of the 2026 Notes, with such reduction or offset subject to a cap. The cap price of the capped call transactions will initially be $8.4175 per share of Helix's common stock, which represents a premium of 75% over the closing price of Helix’s common stock on the NYSE of $4.81 per share on August 11, 2020.