Item 1.01. Entry into a Material Definitive Agreement.
On
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in their entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement is not intended to provide any other factual, business or operational information about the parties thereto. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement, may be subject to limitations agreed upon by the contracting parties, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk among the parties to the Purchase Agreement. Accordingly, investors and shareholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described above under Item 1.01. Entry into a Material Definitive Agreement is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits. Exhibit Number Description 2.1* Equity Purchase Agreement, dated as ofMay 16, 2022 , by and amongHelix Alliance Decom, LLC ,Stephen J. Williams andHelix Energy Solutions Group, Inc. (solely for purposes of Sections 1.05(d) (earn out consideration) and 6.14 (guarantee of Purchaser's obligation)). 4.1 Amendment No. 1, dated as ofJuly 1, 2022 , to Loan, Security and Guaranty Agreement, amongHelix Energy Solutions Group, Inc. ,Helix Well Ops Inc. ,Helix Robotics Solutions, Inc. ,Deepwater Abandonment Alternatives, Inc. ,Helix Well Ops (U.K.) Limited andHelix Robotics Solutions Limited as borrowers, the guarantors party thereto, the lenders party thereto, andBank of America, N.A ., as agent and security trustee for the lenders. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Portions of this exhibit have been omitted pursuant to Item 601(b)(2) of
Regulation S-K because they are both not material and would likely cause
competitive harm to the registrant if publicly disclosed. The schedules and
similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5)
of Regulation S-K.
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