HOS 8-K
Hornbeck Offshore Services, Inc. (HOS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On August 2, 2024, Helix Energy Solutions Group, Inc. (“Helix” or the “Company”), Helix Well Ops Inc., Helix Robotics Solutions, Inc., Deepwater Abandonment Alternatives, Inc., Alliance Offshore, L.L.C., Triton Diving Services, LLC, Alliance Energy Services, LLC, Helix Well Ops (U.K.) Limited and Helix Robotics Solutions Limited (collectively, the “Borrowers”), the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as agent and security trustee for the lenders (in such capacity, the “Agent”), entered into Amendment No. 4 to Loan, Security and Guaranty Agreement (the “Fourth Amendment”) to the existing Loan, Security and Guaranty Agreement dated as of September 30, 2021 (as previously amended, the “ABL Facility”) among the Borrowers, the guarantors party thereto, the lenders party thereto and the Agent. The Fourth Amendment amends certain provisions under the ABL Facility to, among other things, extend the maturity date of the ABL Facility from September 30, 2026 to August 2, 2029 subject to earlier senior debt maturities, and increase the letter of credit basket under the ABL Facility from $20 million to $55 million. The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: August 2, 2024 |
| ||
HELIX ENERGY SOLUTIONS GROUP, INC. | |||
By: | /s/ Erik Staffeldt | ||
Erik Staffeldt | |||
Executive Vice President and Chief Financial Officer | |||
EXHIBIT 4.1
AMENDMENT NO. 4
TO
LOAN, SECURITY AND GUARANTY AGREEMENT
This AMENDMENT NO. 4 TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “Amendment”), dated as of August 2, 2024, is entered into by Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), Helix Well Ops Inc., a Texas corporation (“Well Ops”), Helix Robotics Solutions, Inc., a Texas corporation (“Robotics”), Deepwater Abandonment Alternatives, Inc., a Texas corporation (“Deepwater”), ALLIANCE OFFSHORE, L.L.C., a Louisiana limited liability company (“Alliance Offshore”), TRITON DIVING SERVICES, LLC, a Louisiana limited liability company (“Triton”), ALLIANCE ENERGY SERVICES, LLC, a Louisiana limited liability company (“Alliance Energy” and together with Helix, Well Ops, Robotics, Deepwater, Alliance Offshore and Triton, each a “U.S. Borrower” and collectively, “U.S. Borrowers”), Helix Well Ops (U.K.) Limited, a company incorporated in Scotland with company number SC231293 and having its registered office address at 13 Queen’s Road, Aberdeen, AB15 4YL (“Well Ops U.K.”), Helix Robotics Solutions Limited, a company incorporated in Scotland with number SC210524 and having its registered office address at 13 Queen’s Road, Aberdeen, AB15 4YL (“Robotics U.K.”, and together with Well Ops U.K., each a “U.K. Borrower” and collectively, “U.K. Borrowers”; the U.K. Borrowers and the U.S. Borrowers are collectively, the “Borrowers”), the guarantors party hereto (the “Guarantors”, and together with the Borrowers, the “Obligors”), the lenders party hereto (the “Lenders”), and Bank of America, N.A., as agent and as security trustee for the Lenders (in such capacity, “Agent”).
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent are parties to that certain Loan, Security and Guaranty Agreement dated as of September 30, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”, and the Loan Agreement as amended hereby, the “Amended Loan Agreement”);
WHEREAS, the Borrowers have requested that the Lenders amend the Loan Agreement to extend the Maturity Date and make certain other amendments to the Loan Agreement in connection therewith; and
WHEREAS, the Agent and the Lenders are willing to amend the Loan Agreement on the terms and conditions set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
2029 Notes: Helix’s 9.750% Senior Notes due March 2029 in the original principal amount of $300 million issued pursuant to the 2029 Notes Indenture, which qualify as Senior Unsecured Notes.
2029 Notes Indenture: the Indenture dated as of December 1, 2023 between Helix, the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee, which constitutes a Senior Unsecured Notes Indenture.
Borrowing Base Reporting Monthly Trigger Period: the period (a) commencing on any day that Global Availability is less than $60,000,000 for three consecutive Business Days, and (b) continuing until, during each of the preceding 30 consecutive days, Global Availability has been more than $60,000,000, in each case measured at the close of business on each such day (provided, that at least one monthly Borrowing Base Report must be delivered).
“Maturity Date: the earliest of (a) August 2, 2029; (b) the date that is 91 days prior to earliest maturity of the 2029 Notes (to the extent the then outstanding principal balance thereof is $50,000,000 or more) or any other Material Debt (in each case, if such Debt remains outstanding on such date and has not been refinanced or extended on terms reasonably satisfactory to Agent to a date at least 91 days following the date in clause (a)); or (c) any date on which the aggregate Commitments terminate hereunder.”
“8.1 Borrowing Base Reports. By the last day of January, April, July, and October of each year, Borrower Agents shall deliver to Agent (and Agent shall promptly deliver the same to Lenders) a Borrowing Base Report
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for the U.S. Borrowing Base, the U.K. Borrowing Base and the Global Borrowing Base as of the close of business on the last day of the previous calendar quarter; provided, that if a Borrowing Base Reporting Monthly Trigger Period is in effect, Borrower Agents shall, by the 25th day of each month, deliver a Borrowing Base Report to Agent as of the close of business of the previous month (provided, that in the case of the Borrowing Base Reports determined as of the close of business for the months of January, March, June and September of each year, such Borrowing Base Reports shall be delivered by Borrower Agents to Agent by the last calendar day of the subsequent month (instead of the 25th day of such subsequent month)); and provided further, that if a Borrowing Base Reporting Weekly Trigger Period is in effect Borrower Agents shall, no later than Wednesday following the end of each calendar week, deliver a Borrowing Base Report to Agent prepared as of the close of business of such previous week (except that any ineligible accounts may be calculated as of the prior month end). All information (including calculation of Availability) in a Borrowing Base Report shall be certified by Borrowers. Agent may from time to time in its Permitted Discretion adjust such report (a) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Accounts; and (c) to the extent any information or calculation does not comply with this Agreement.”
“(i) each 91-day period prior to the maturity of each of the Senior Notes and each of the Senior Unsecured Notes (to the extent that any of the relevant Senior Notes or Senior Unsecured Notes remain outstanding) and”
“Each Obligor shall provide Agent with certificates of insurance for its then current insurance coverage and cause Agent (i) to be named as a lender loss payee thereunder for each business interruption policy that such Obligor maintains under this Section, if any, and (ii) to be included as additional insured on each liability policy.”
“During the 91-day periods prior to the scheduled maturity dates of each of the Senior Notes and each of the Senior Unsecured Notes (to the extent that any of the relevant Senior Notes or Senior Unsecured Notes remain outstanding), maintain at all times the following: (i) Global
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Availability of at least $30,000,000 plus (ii) a combination of Global Availability (other than Global Availability utilized for purposes of satisfying clause (i)) and unrestricted cash and Cash Equivalents contained in Deposit Accounts subject to Deposit Account Control Agreements or Securities Accounts subject to Securities Account Control Agreements in favor of Agent (it being understood that cash and Cash Equivalents subject to a control agreement in favor of any Person other than the Agent shall be deemed “restricted”, and cash and Cash Equivalents subject to a control agreement in favor of the Agent shall be deemed not “restricted” for purposes of this Section 10.3.2(a) unless constituting Cash Collateral or U.S. Eligible Pledged Cash) in an amount not less than the outstanding principal balance of the applicable Senior Notes and Senior Unsecured Notes scheduled to mature; provided, that for purposes of calculating compliance with the foregoing clause (ii), at least 75% of such cash and Cash Equivalents must be located in the U.S. (other than during the last 30 days of the applicable 91-day period, in which case 100% of such cash and Cash Equivalents must be located in the U.S.)”
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.
BORROWERS:
Helix Energy Solutions Group, Inc. | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Executive Vice President and Chief Financial Officer |
HELIX WELL OPS INC. | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
HELIX ROBOTICS SOLUTIONS, INC. | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
DEEPWATER ABANDONMENT ALTERNATIVES, INC. | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
Alliance Offshore, L.L.C.
By: | Alliance Maritime Holdings, LLC, its sole member |
By: | Alliance-Triton GOM Holdings LLC, its sole member |
By: | Helix Alliance Decom, LLC, its sole member |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
Triton Diving Services, LLC
By: | Whitney Clare Holdings, LLC, its sole member |
By: | Alliance Special Ventures Holdings, LLC, its sole member |
By: | Alliance-Triton GOM Holdings LLC, its sole member |
By: | Helix Alliance Decom, LLC, its sole member |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
Alliance Energy Services, LLC
By: | Alliance Industry Holdings, LLC, its sole member |
By: | Alliance-Triton GOM Holdings LLC, its sole member |
By: | Helix Alliance Decom, LLC, its sole member |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
HELIX WELL OPS (U.K.) LIMITED | ||
By: | /s/ Kenneth Neikirk | |
Name: | Kenneth Neikirk | |
Title: | Director | |
HELIX ROBOTICS SOLUTIONS LIMITED | ||
By: | /s/ Kenneth Neikirk | |
Name: | Kenneth Neikirk | |
Title: | Director | |
GUARANTORS:
HELIX ROBOTICS SOLUTIONS INTERNATIONAL CORP. | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
| |
HELIX SUBSEA CONSTRUCTION, INC. | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
HELIX Alliance Decom, LLC | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
ALLIANCE-TRITON GOM HOLDINGS, LLC
By: | Helix Alliance Decom, LLC, its sole member |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
ALLIANCE MARITIME HOLDINGS, LLC
WHITNEY CLARE HOLDINGS, LLC
ALLIANCE INDUSTRY HOLDINGS, LLC
By: | Alliance-Triton GOM Holdings LLC, its sole member |
By: | Helix Alliance Decom, LLC, its sole member |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
Alliance Special Ventures Holdings, LLC
By: | Whitney Clare Holdings, LLC, its sole member |
By: | Alliance-Triton GOM Holdings LLC, its sole member |
By: | Helix Alliance Decom, LLC, its sole member |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Vice President and Treasurer |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
HELIX Q5000 HOLDINGS LLC | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | President and Treasurer |
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HELIX OFFSHORE LTD. | |
By: | /s/ Erik Staffeldt |
Name: | Erik Staffeldt |
Title: | Director |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
AGENT AND LENDERS: | |
BANK OF AMERICA, N.A., as Agent, a U.S. Lender, and an Issuing Bank | |
By: | /s/ Jacob Garcia |
Name: | Jacob Garcia |
Title: | Senior Vice President |
BANK OF AMERICA, N.A. (acting through its London Branch), as a U.K. Lender | |
By: | /s/ Jacob Garcia |
Name: | Jacob Garcia |
Title: | Senior Vice President |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender and an Issuing Bank | |
By: | /s/ Kathryn Williams |
Name: | Kathryn Williams |
Title: | Vice President |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION (London Branch), as a U.K. Lender | |
/s/ Alison Powell | |
Name: | Alison Powell |
Title: | Authorized Signatory |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement
ZIONS BANCORPORATION, N.A. dba Amegy Bank, as a U.S. Lender | |
By: | /s/ G. Scott Collins |
Name: | G. Scott Collins |
Title: | Executive Vice President |
Signature Page to Amendment No. 4
to Loan, Security and Guaranty Agreement