By Abigail W. Adams
Portland, Me., March 14 – Helix Energy Solutions Group Inc. priced $125 million of five-year convertible notes after the market close on Tuesday with a coupon of 4.125% and an initial conversion premium of 45%.
Pricing came at the cheap end of talk for a coupon of 3.625% to 4.125% and an initial conversion premium of 45% to 50%, according to a market source.
Wells Fargo Securities LLC and BofA Merrill Lynch are the bookrunners for the registered deal.
The convertible notes mature on Sept. 15, 2023. They are non-callable until March 15, 2021 and then subject to 130% hurdle.
The notes will be settled in cash, if redeemed, for an amount equal to par plus accrued interest and a make-whole amount.
There is a contingent conversion on the notes until March 15, 2023. The notes may be converted prior to March 15, 2023 during any calendar quarter after June 30, 2018 where the closing price of the stock exceeds the conversion price by 130% for 20 out of 30 consecutive trading days.
The notes may also be converted during any five business days after any five consecutive trading days where the trading price of the notes was equal to or less than 97% of the conversion value of the notes on the trading days.
Conversion of the notes will be settled in cash, shares or a combination of both.
Holders may require redemption upon a fundamental change.
Proceeds are expected to be $121.2 million and will be used to repurchase the outstanding $60,115,000 of the company’s 3.25% convertible notes due 2032 and to repay borrowings under its term loans.
Helix Energy is a Houston-based oil and gas services company.
| Issuer: | Helix Energy Solutions Group Inc.
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| Securities: | Convertible senior notes
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| Amount: | $125 million
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| Maturity: | Sept. 15, 2023
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| Bookrunners: | Wells Fargo Securities LLC and BofA Merrill Lynch
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| Coupon: | 4.125%
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| Price: | Par
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| Conversion premium: | 45%
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| Conversion price: | $9.47
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| Conversion rate: | 105.6133
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| Call options: | Non-callable until March 15, 2021 then subject to a 130% hurdle
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| Put options: | Upon a fundamental change
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| Pricing date: | March 13
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| Settlement date: | March 20
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| Talk: | Coupon of 3.625% to 4.125% and an initial conversion premium of 45% to 50%
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| Stock symbol: | NYSE: HLX
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| Stock price: | $6.54 at market close March 13
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| Market capitalization: | $964.61 million
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