Item 1.01. Conclusion of a significant definitive agreement.
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.
Section 2.01. Completion of acquisition or disposal of assets.
(“Seller”), and Helix. The purchase price for the acquisition was approximately
The above summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Schedule 2.1 to this current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement is not intended to provide further factual, commercial or operational information about the parties. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the purposes of this Purchase Agreement and as of specific dates, were solely for the benefit of the parties to this Agreement, may be subject to limitations agreed by the contracting parties, may be subject to a contractual standard of different materiality than what might be considered material to shareholders, or may have been used for the purpose of allocating risk between the parties to the purchase agreement. Accordingly, investors and shareholders should not rely on such representations and warranties as characterizing the true state of facts or circumstances. In addition, information regarding the subject matter of these 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 in point 1.01. The entering into of a Material Definitive Agreement is incorporated herein by reference.
Section 9.01. Financial statements and supporting documents.
(a) Financial statements of acquired businesses.
The Company will file the financial statements required by Item 9.01(a) of Form 8-K by amendment to this current report on Form 8-K no later than 71 days from the date on which 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 amendment to this current report on Form 8-K no later than 71 days from the date of publication of this current report on Form 8-K. necessarily filed.
(d) Exhibits. Exhibit Number Description 2.1* Equity Purchase Agreement, dated as of
May 16, 2022, by and among Helix Alliance Decom, LLC, Stephen J. Williamsand Helix 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 of July 1, 2022, to Loan, Security and Guaranty Agreement, among Helix Energy Solutions Group, Inc., Helix Well Ops Inc., Helix Robotics Solutions, Inc., Deepwater Abandonment Alternatives, Inc., Helix Well Ops (U.K.) Limitedand Helix Robotics Solutions Limitedas borrowers, the guarantors party thereto, the lenders party thereto, and Bank 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 Rule SK 601(b)(2) because they are immaterial and would likely cause competitive harm to the registrant if made public. Appendices and attachments similar to this exhibit have been omitted pursuant to Rule SK 601(a)(5).
© Edgar Online, source