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): February
9, 2010
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
N. Sam Houston Parkway E., 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):
|_| Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| 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
7.01 Regulation FD Disclosure.
On February 9,
2010, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release
announcing the formation of a joint venture with Australian based engineering
and construction company Clough Limited, to provide a range of subsea services
to offshore operators in the Asia Pacific region. Attached hereto as Exhibit
99.1, and incorporated by reference herein, is the press release.
This
information is not deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise
subject to the liabilities of that section, and such information is not
incorporated by reference into any registration statements or other document
filed under the Securities Act of 1933, as amended (“Securities Act”), or the
Exchange Act, regardless of the general incorporation language contained in such
filing, except as shall be expressly set forth by specific reference to this
filing.
Forward-Looking
Statements and Assumptions
This
current report on Form 8-K includes forward-looking statements that contain
forward-looking information regarding Helix and represent our expectations and
beliefs concerning future events. This forward looking
information is intended to be covered by the safe harbor for “forward-looking
statements” provided by the Private Securities Litigation Reform Act of 1995 as
set forth in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). All statements, included herein or incorporated
herein by reference, that are predictive in nature, that depend upon or refer to
future events or conditions, or that use terms and phrases such as “achieve,”
“anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “project,”
“propose,” “strategy,” “predict,” “envision,” “hope,” “intend,” “will,”
“continue,” “may,” “potential,” “achieve,” “should,” “could” and similar terms
and phrases are forward-looking statements. Included in forward-looking
statements are, among other things:
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statements
regarding our business strategy, including the potential sale of assets
and/or other investments in our subsidiaries and facilities, or any other
business plans, forecasts or objectives, any or all of which is subject to
change;
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• statements
regarding our anticipated production volumes, results of exploration,
exploitation, development, acquisition or operations
expenditures, and current or prospective reserve levels with respect to
any property or well;
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statements
related to commodity prices for oil and gas or with respect to the supply
of and demand for oil and gas;
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statements
relating to our proposed acquisition, exploration, development and/or
production of oil and gas properties, prospects or other interests and any
anticipated costs related thereto;
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statements
related to environmental risks, exploration and development risks, or
drilling and operating risks;
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statements
relating to the construction or acquisition of vessels or equipment and
any anticipated costs related
thereto;
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statements
that our proposed vessels, when completed, will have certain
characteristics or the effectiveness of such
characteristics;
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statements
regarding projections of revenues, gross margin, expenses, earnings or
losses, working capital or other financial
items;
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statements
regarding any financing transactions or arrangements, or ability to enter
into such transactions;
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statements
regarding any SEC or other governmental or regulatory inquiry or
investigation;
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statements
regarding anticipated legislative, governmental, regulatory,
administrative or other public body actions, requirements, permits or
decisions;
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statements
regarding anticipated developments, industry trends, performance or
industry ranking;
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statements
regarding general economic or political conditions, whether international,
national or in the regional and local market areas in which we do
business;
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statements
related to our ability to retain key members of our senior management and
key employees;
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statements
related to the underlying assumptions related to any projection or
forward-looking statement; and
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any other
statements that relate to non-historical or future
information.
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Although we believe
that the expectations reflected in these forward-looking statements are
reasonable and are based on reasonable assumptions, they do involve risks,
uncertainties and other factors that could cause actual results to be materially
different from those in the forward-looking statements. These factors
include, among other things:
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Impact of the
weak economic conditions and the future impact of such conditions on the
oil and gas industry and the demand for our services;
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uncertainties
inherent in the development and production of oil and gas and in
estimating reserves;
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the
geographic concentration of our oil and gas operations;
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uncertainties
regarding our ability to replace depletion;
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unexpected
future capital expenditures (including the amount and nature
thereof);
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impact of oil
and gas price fluctuations and the cyclical nature of the oil and gas
industry;
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the effects
of indebtedness, which could adversely restrict our ability to operate,
could make us vulnerable to general adverse economic and industry
conditions, could place us at a competitive disadvantage compared to our
competitors that have less debt and could have other adverse consequences
to us;
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the
effectiveness of our derivative activities;
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the results
of our continuing efforts to control or reduce costs, and improve
performance;
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the success
of our risk management activities;
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the effects
of competition;
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the
availability (or lack thereof) of capital (including any financing) to
fund our business strategy and/or operations and the terms of any such
financing;
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the impact of
current and future laws and governmental regulations including tax and
accounting developments;
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the effect of
adverse weather conditions or other risks associated with marine
operations;
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the effect of
environmental liabilities that are not covered by an effective indemnity
or insurance;
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the potential
impact of a loss of one or more key employees; and
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the impact of
general economic, market, industry or business
conditions.
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You should not put undue reliance on
any forward-looking statements. When considering forward-looking statements,
please review the risk factors described under “Risk Factors” in Item 1A of our
annual reports on Form 10-K, and any updates to those risk factors included in
our quarterly reports on Form 10-Q. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by these risk factors. Forward-looking statements are only as of
the date they are made and, other than as required under the securities laws, we
assume no obligation to update or revise these forward-looking statements or
provide reasons why actual results may differ.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
Number Description
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99.1
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Press Release
of Helix Energy Solutions Group, Inc. dated February 9, 2010 announcing
the formation of a joint venture with Clough
Limited.
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SIGNATURES
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: February
10, 2010
HELIX
ENERGY SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony Tripodo
Executive Vice President and Chief
Financial Officer
Index
to Exhibits
Exhibit
No. Description
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99.1
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Press Release
of Helix Energy Solutions Group, Inc. dated February 9, 2009 announcing
the formation of a joint venture with Clough
Limited.
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