Filed Pursuant to Rule 433
Registration No. 333-148142
June 4, 2009
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2500 City West Boulevard |
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Suite 2200 |
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Houston, TX 77042 |
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(713) 361-2600 |
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(713) 361-2693 fax |
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FOR IMMEDIATE RELEASE
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Contact:
G. Kregg Lunsford |
June 5, 2009
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Chief Financial Officer
(713) 243-2713 |
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Helix Prices Secondary Public Equity Offering of Cal Dive Common Stock
HOUSTON, TX (June 5, 2009) Cal Dive International, Inc. (NYSE:DVR) announced today that the
secondary offering of 20.0 million shares of Cal Dive common stock by Helix Energy Solutions Group,
Inc. (NYSE:HLX) (Helix), Cal Dives majority stockholder, was priced at $8.50 per share. As
previously reported, Cal Dive has also entered into an agreement with Helix under which,
simultaneously with and conditioned upon closing of the offering, it will repurchase directly from
Helix 1,647,058 shares for a purchase price of approximately $14 million or $8.50 per share, the
price per share paid by the public investors in the offering. Cal Dive intends to retire all of the
repurchased shares.
The offering is expected to close on Wednesday, June 10, 2009, subject to customary closing
conditions. In addition, Helix has granted the underwriters an option to purchase an additional
3.0 million shares to cover over-allotments, if any.
The offering and stock repurchase represents approximately 23% of Cal Dives common stock currently
outstanding and would reduce Helixs ownership interest in the Company from approximately 51% to
28%. Assuming the exercise of the over-allotment option, Helixs ownership interest would be
further reduced to approximately 25%. Helix will receive all net proceeds from the secondary
offering and stock repurchase.
In connection with the offering, Credit Suisse Securities (USA) LLC and Merrill Lynch & Co. are
acting as joint book-running managers and Raymond James & Associates and Johnson Rice & Company
L.L.C. are acting as co-managers for the offering.
Cal Dive has filed a registration statement, including a prospectus, with the Securities and
Exchange Commission for the offering to which this communication relates. Before investing,
investors should read the prospectus in that registration statement, the accompanying prospectus
supplement, and other documents Cal Dive has filed with the SEC for more complete information about
Cal Dive and this offering.
Investors may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send the prospectus and the prospectus supplement upon request by contacting Credit Suisse
Securities (USA) LLC at Prospectus Dept., One Madison Avenue, New York, NY 10010, 1-800-221-1037 or
Merrill Lynch & Co. at 4 World Financial Center, New York, NY 10080, attn: Prospectus Department.
Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides
an integrated offshore construction solution to its customers, including manned diving, pipelay and
pipe burial, platform installation and platform salvage services to the offshore oil and natural
gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia,
Australia, the Middle East, India and the Mediterranean, with a fleet of 31 vessels, including 21
surface and saturation diving support vessels and 10 construction barges.
This press release may include forward-looking statements that are generally identifiable through
our use of words such as believe, expect, anticipate, intend, plan, estimate, project
and similar expressions and include any statements that we make regarding our earnings
expectations. The forward-looking statements speak only as of the date of this release, and we
undertake no obligation to update or revise such statements to reflect new information or events as
they occur. Our actual future results may differ materially due to a variety of factors, including
current economic and financial market conditions, changes in commodity prices for natural gas and
oil and in the level of offshore exploration, development and production activity in the oil and
natural gas industry, our inability to obtain contracts with favorable pricing terms if there is a
downturn in our business cycle, intense competition in our industry, the operational risks inherent
in our business, risks associated with our relationship with Helix Energy Solutions Group, Inc.,
and other risks detailed in the prospectus supplement relating to the offering and our Annual
Report on Form 10-K.