HELIX ENERGY SOLUTIONS GROUP INC: entering into a material definitive agreement, completing the acquisition or disposal of assets, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K )

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Item 1.01. Conclusion of a significant definitive agreement.

On July 1, 2022, Helix Energy Solutions Group, Inc.(“Helix” or the “Company”),
Helix WellOps Inc., Helix Robotics Solutions, Inc., Deepwater Abandonment Alternatives, Inc., Helix Well Ops (UK) Limited and Helix Robotics Solutions Limited (collectively, the “Borrowers”), the guarantors being parties thereto, the lenders being parties thereto and Bank of America, North America., as agent (the “Agent”) and trustee of the security interests of the lenders, has entered into Amendment No. 1 to the Loan, Guarantee and Guarantee Agreement (the “First Amendment”) at the ‘Loan, guarantee and guarantee agreement existing on the date of September 30, 2021 (the “ABL Facility”) between the Borrowers, the guarantors thereto, the lenders thereto and the Agent. The First Amendment amends certain provisions of the ABL Facility in order to, among other things, (i) increase the WE commitments of lenders under the ABL facility $45 million at $65 million and the total commitments of the lenders under the ABL facility $80 million at $100 million(ii) change certain benchmark rates at which loans under the ABL Facility bear interest from the London Interbank Offered Rate to Term SOFR (also known as CME Term SOFR), as administered by CME Group Inc. based on forward-looking measures of the Federal Reserve of New York’s Overnight Guaranteed Funding Rate, and make certain conforming changes thereto, (iii) increase the amount of debt permitted for the deferred purchase price of the property of $25 million at $50 million in the aggregate at any time, and (iv) provide for potential price adjustments based on specific metrics and performance targets determined by Helix and the Agent related to environmental, social and governance (“ESG”) changes implemented by Helix in its activity.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 4.1 to this current Report on Form 8-K and incorporated herein by reference.

Section 2.01. Completion of acquisition or disposal of assets.

On July 1, 2022, Helix has completed the previously announced acquisition of the Alliance group of companies (collectively, “Alliance”), pursuant to which Helix has purchased all of the interests of Alliance (the “Acquisition”). The acquisition was made pursuant to a share purchase agreement (the “Purchase Agreement”), dated May 16, 2022by and among Helix Alliance Decom, LLCa
Delaware ?limited liability company (“Buyer”), a wholly owned subsidiary of Helix, Stephen J. Williamsa natural person resident in the State? Louisiana
(“Seller”), and Helix. The purchase price for the acquisition was approximately
$120 million, which was paid from cash at closing. The purchase price is subject to customary post-closing adjustments. In addition, pursuant to the terms of the purchase agreement, the seller will be eligible for any additional consideration after closing? Payable in 2024 in the event the Alliance company achieves certain financial metrics in 2022 and 2023. ? Helix has the option to pay any additional consideration in cash, Helix shares or a combination of both.

The above summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Schedule 2.1 to this current Report on Form 8-K and incorporated herein by reference.

The Purchase Agreement is not intended to provide further factual, commercial or operational information about the parties. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the purposes of this Purchase Agreement and as of specific dates, were solely for the benefit of the parties to this Agreement, may be subject to limitations agreed by the contracting parties, may be subject to a contractual standard of different materiality than what might be considered material to shareholders, or may have been used for the purpose of allocating risk between the parties to the purchase agreement. Accordingly, investors and shareholders should not rely on such representations and warranties as characterizing the true state of facts or circumstances. In addition, information regarding the subject matter of these representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information described above in point 1.01. The entering into of a Material Definitive Agreement is incorporated herein by reference.

Section 9.01. Financial statements and supporting documents.

(a) Financial statements of acquired businesses.

The Company will file the financial statements required by Item 9.01(a) of Form 8-K by amendment to this current report on Form 8-K no later than 71 days from the date on which this current report on Form 8- K is required to be filed.

(b) Pro forma financial information.

The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by amendment to this current report on Form 8-K no later than 71 days from the date of publication of this current report on Form 8-K. necessarily filed.

(d)     Exhibits.

Exhibit
Number        Description
2.1*            Equity Purchase Agreement, dated as of May 16, 2022, by and among
              Helix Alliance Decom, LLC, Stephen J. Williams and Helix Energy
              Solutions Group, Inc. (solely for purposes of Sections 1.05(d)
              (earn out consideration) and 6.14 (guarantee of Purchaser's
              obligation)).
4.1             Amendment No. 1, dated as of July 1, 2022, to Loan, Security and
              Guaranty Agreement, among Helix Energy Solutions Group, Inc., Helix
              Well Ops Inc., Helix Robotics Solutions, Inc., Deepwater
              Abandonment Alternatives, Inc., Helix Well Ops (U.K.) Limited and
              Helix Robotics Solutions Limited as borrowers, the guarantors party
              thereto, the lenders party thereto, and Bank of America, N.A., as
              agent and security trustee for the lenders.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

* Portions of this exhibit have been omitted pursuant to Rule SK 601(b)(2) because they are immaterial and would likely cause competitive harm to the registrant if made public. Appendices and attachments similar to this exhibit have been omitted pursuant to Regulation SK 601(a)(5). The company agrees to promptly provide an unredacted copy of the exhibit or a copy of the omitted schedules and similar attachments in addition to the SECOND or its staff, upon request.

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