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 Dive’s
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
Dive’s common stock currently outstanding and would reduce Helix’s
ownership interest in the Company from approximately 51% to 28%.
Assuming the exercise of the over-allotment option, Helix’s 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.