as IssuerIndenture • August 14th, 2020 • Helix Energy Solutions Group Inc • Oil & gas field services, nec • New York
INDENTURE dated as of August 14, 2020 between Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
HELIX ENERGY SOLUTIONS GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2020 • Helix Energy Solutions Group Inc • Oil & gas field services, nec • New York
Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $200,000,000 aggregate principal amount of its 6.75% Convertible Senior Notes due 2026 (the “Notes”). The Notes shall be convertible into shares of common stock, no par value, of the Company (the “Common Stock”), cash, or a combination of shares of Common Stock and cash, at the Company’s election, based on an initial conversion rate of 143.3795 shares of Common Stock per $1,000 principal amount of Notes, as described in the Prospectus, defined below. The shares of Common Stock issuable, if any, upon conversion of the Notes are referred to herein as the “Conversion Shares.” The Notes and the Conversion Shares hereinafter are referred to collectively as the “Securities.” The Notes will be issued under an indenture (the “Base Indenture”), to be dated a
