UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 16,
2009
Helix
Energy Solutions Group, Inc.
(Exact
name of registrant as specified in its charter)
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Minnesota
(State
or other jurisdiction
of
incorporation)
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001-32936
(Commission
File Number)
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95-3409686
(IRS
Employer Identification No.)
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400
North Sam Houston Parkway East, Suite 400
Houston,
Texas
(Address
of principal executive offices)
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281-618-0400
(Registrant’s
telephone number, including area code)
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77060
(Zip
Code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
8.01 Other Events.
Helix
Energy Solutions Group, Inc. (“Helix” or the “Company”) is filing this Current
Report on Form 8-K to reflect certain required accounting adjustments following
the implementation of new accounting standards effective January 1, 2009 as
disclosed in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008 (the “2008 Form 10-K”) filed on March 2,
2009. Except for the effect of the Company’s sale of its reservoir
and well technology services business, Helix Energy Limited and its subsidiary,
Helix RDS Limited, which occurred in late April 2009 and the Company’s reduction
of its investment in Cal Dive International Inc., which occurred in June 2009,
this Current Report on Form 8-K and the Exhibits hereto do not reflect any
events occurring after March 2, 2009, or update or modify the disclosures in the
2008 Form 10-K. This Current Report on Form 8-K should be read
in conjunction with the 2008 Form 10-K and the Company’s filings made with the
Securities and Exchange Commission subsequent to the filing of the 2008 Form
10-K, including the Company’s filing of the Quarterly Report on Form 10-Q for
the three month period ended March 31, 2009 that was filed on May 11, 2009
(“First-Quarter 2009 Form 10-Q”).
As
previously disclosed in the Company’s 2008 Form 10-K, in May 2008, the FASB
issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion” (Including Partial Cash
Settlement) (“FSP APB 14-1”). The FSP requires the proceeds from the issuance of
convertible debt instruments be allocated between a liability component (issued
at a discount) and an equity component. The resulting debt discount would be
amortized as additional non-cash interest expense over the period the
convertible debt is expected to be outstanding. The Company adopted FSP APB 14-1
on January 1, 2009 and early adoption was not permitted. FSP APB 14-1
requires retrospective application to all periods reported (with the cumulative
effect of the change reported in retained earnings as of the beginning of the
first period presented). The adoption of FSP APB 14-1 affects the
accounting treatment for our Convertible Senior Notes issued in 2005 and due in
2025. The retrospective application of FSP APB 14-1 affected the years 2005
through 2008.
Also as
previously disclosed in the Company’s 2008 Form 10-K, in June 2008, the FASB
issued FSP Emerging Issues Task Force 03-6-1, “Determining Whether Instruments
Granted in Share-Based
Payment Transactions Are Participating Securities” (“FSP EITF
03-6-1”). This FSP requires unvested share-based payment awards
containing non-forfeitable rights to dividends or dividend equivalents (whether
paid or unpaid) to be included in the computation of basic earnings per share
(“EPS”) according to the two-class method. The Company
adopted FSP EITF 03-6-1 on January 1, 2009 and early
adoption was not permitted. FSP EITF 03-06-1 requires all
prior-period EPS data presented to be adjusted retrospectively (including
interim financial statements, summaries of earnings, and selected financial
data) to conform to the provisions of FSP EITF 03-06-1.
On
January 1, 2009, the Company adopted Statement No. 160, “Noncontrolling Interests in
Consolidated Financial
Statements — an amendment of ARB 51” (“SFAS No. 160”),
which was issued by the FASB in December 2007. SFAS No. 160 improves
the relevance, comparability, and transparency of financial information provided
to investors by requiring all entities to report noncontrolling (minority)
interests in subsidiaries as equity in the consolidated financial statements.
SFAS No. 160 was required to be adopted prospectively, except the following
provisions must be adopted retrospectively:
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1.
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Reclassifying
noncontrolling interest from “mezzanine” to equity, separate from the
parent’s shareholders’ equity, in the statement of financial position;
and
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2.
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Recast
consolidated net income to include net income attributable to both
controlling and noncontrolling interests. That is,
retrospectively, the noncontrolling interests’ share of a consolidated
subsidiary’s income should not be presented in the income statement as
“minority interest.”
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Finally,
as disclosed in the Company’s First-Quarter 2009 Form 10-Q, in April 2009, the
Company sold its reservoir and well technology services business, Helix Energy
Limited and its subsidiary, Helix RDS Limited, for $25 million. As a
result of this sale, the accompanying financial statements in this Current
Report on Form 8-K have been revised to reflect the operating results
and financial position of Helix Energy Limited as discontinued operations
for all periods presented. Helix Energy Limited was previously a
component of the Company’s Contracting Services segment. Also as
previously disclosed in the Company’s Current Report on Form 8-K dated June 10,
2009, the Company completed an underwritten secondary public offering
of 20 million shares of Cal Dive International, Inc. (“Cal Dive”)
common stock held by the Company. The underwriters also have a
thirty-day option to sell up to an additional 3 million shares of Cal Dive
common stock held by the Company to cover over-allotments, if
any. The Company also sold Cal Dive $14 million of additional shares
of Cal Dive common stock at $8.50 per share, the sales price the common stock
was sold pursuant to the terms of the secondary offering. The Company
will use the net proceeds from these transactions for general corporate
purposes. The Company currently owns 26,294,964 shares of Cal
Dive common stock representing approximately 28% of Cal Dive’s issued and
outstanding shares of common stock. For additional information
regarding these common stock sales transactions see Exhibit 99.2 “Subsequent
Events” and Exhibit 99.3 - Note 25.
The
Company has adjusted in Exhibits 99.1, 99.2 and 99.3 to this Current Report on
Form 8-K the following information contained in its 2008 Form 10-K to reflect
(1) the Company’s retrospective application of FSP APB 14-1, (2) the Company’s
retrospective application of FSP EITF 03-06-1, (3) the Company’s retrospective
application of SFAS No. 160, and (4) the Company’s presentation
of the financial results and position of Helix Energy Limited as
discontinued operations:
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·
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Item
6. Selected Financial
Data
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·
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Item
7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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·
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Item
8. Financial Statements and Supplementary
Data
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Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
Number Description
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June
16, 2009
HELIX
ENERGY SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony
Tripodo
Executive Vice President and Chief Financial Officer
(Principal Financial
Officer)
Index
to Exhibits
Exhibit
No. Description