INDENTURE DATED AS OF November 1, 2016 BETWEEN HELIX ENERGY SOLUTIONS GROUP, INC. as Issuer, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Providing for Issuance of Debt Securities in SeriesIndenture • November 1st, 2016 • Helix Energy Solutions Group Inc • Oil & gas field services, nec • New York
THIS INDENTURE, dated as of November 1, 2016, between Helix Energy Solutions Group, Inc., a corporation duly organized and existing under the laws of the State of Minnesota (herein called the “Company”), having its principal office at 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (herein called the “Trustee”).
HELIX ENERGY SOLUTIONS GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2016 • 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 Raymond James & Associates, Inc. (the “Underwriter”), $125,000,000 aggregate principal amount of its 4.25% Convertible Senior Notes due 2022 (the “Notes”). The Notes shall be convertible into 71.9748 shares of common stock, no par value, of the Company (the “Common Stock”), per $1,000 principal amount of Notes, as described in the Prospectus, defined below. The shares of Common Stock into which the Notes may be converted 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 dated as of November 1, 2016, between the Company and The Bank of New York Mellon Trust Co., N.A., as trustee (the “Trustee”). The Notes are described more fully in the Prospectus, referred to below.
