Add
DVR to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| DVR > SEC Filings for DVR > Form 8-K on 30-Jan-2009 | All Recent SEC Filings |
30-Jan-2009
Completion of Acquisition or Disposition of Assets, Creation of a Di
As previously reported in its Current Report on Form 8-K filed January 26, 2009, on January 23, 2009, Cal Dive International, Inc. (the "Company") entered into a definitive stock repurchase agreement with Helix Energy Solutions Group, Inc., its majority shareholder, to repurchase 13,564,669 shares (the "Helix Shares") of the Company's common stock that Helix owns for $6.34 per share, or $86 million (collectively, the "Stock Repurchase Transaction").
On January 28, 2009, the Company consummated the Stock Repurchase Transaction, and in connection therewith, used $86,000,000 of its Credit Facility Borrowings (as defined in Item 2.03 below) in satisfaction of the purchase price for the Helix Shares. Following the Stock Repurchase Transaction, the Company has 93,946,409 shares of common stock issued and outstanding, of which Helix owns 47,942,022 shares, representing approximately 51% of the Company's issued and outstanding shares.
In connection with the consummation of Stock Repurchase Transaction described in Item 2.01 above, on January 26, 2009, the Company borrowed $100,000,000 (the "Credit Facility Borrowings") under its revolving credit facility (the "Revolver"), to fund the $86 million purchase price for the Stock Repurchase Transaction. The remaining $14 million will be used to fund working capital requirements and general corporate purposes. After taking the Credit Facility Borrowings into account, the Company has $192.5 million available under the Revolver, and $7.5 million of the Revolver is being used to support letters of credit.
The Revolver was entered into as of December 11, 2007, and is part of the Company's $675 million senior secured credit facility, consisting of a $350 million term loan and a $300 million Revolver, under a Credit Agreement, among the Company, CDI Vessel Holdings LLC, each lender from time to time party hereto (collectively, the "Lenders"), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the "Credit Agreement").
Borrowings under the Revolver may consist of loans bearing interest in relation to the Federal Funds Rate or to Bank of America's base rate, known as Base Rate Loans, and loans bearing interest in relation to a LIBOR rate, known as Eurodollar Rate Loans, in each case plus an applicable margin. The margins on the Revolver borrowings range from 0.75% to 1.50% on Base Rate Loans and 1.75% to 2.50% on Eurodollar Rate Loans. In addition, a commitment fee ranging from 0.375% to 0.50% will be payable quarterly on the portion of the Lenders' aggregate commitment under the Revolver which from time to time is not used for a borrowing or a letter of credit. Margins on borrowings under the Revolver and the commitment fee will fluctuate in relation to the Company's consolidated leverage ratio as provided in the Credit Agreement. Borrowings under the Revolver mature on December 11, 2012. The Company may prepay amounts outstanding under the Revolver without prepayment penalty, and may re-borrow any amounts prepaid.
The foregoing descriptions of the Credit Agreement, the Revolver and the Credit Facility Borrowings are qualified in their entirety by reference to the description of the Credit Agreement contained in Note 8 to the Company's financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and in Item 1.01 of the Company's Current Report on Form 8-K filed December 17, 2007, and by reference to the full text of the Credit Agreement, which was filed as Exhibit 10.1 to the Form 8-K, each of which are incorporated herein by reference.
|
|