HOUSTON–(BUSINESS WIRE)–Helix Energy Solutions Group, Inc. (NYSE:HLX) announced today it has
priced an offering of $125 million principal amount of 4.125%
Convertible Senior Notes due 2023 (the “2023 Notes”). Helix intends to
use the net proceeds from the offering to repurchase all of its
currently outstanding $60.115 million principal amount of 3.25%
Convertible Senior Notes due 2032 (the “2032 Notes”) in its previously
announced offer to repurchase the 2032 Notes and to repay borrowings
under its outstanding term loan. To the extent that any of the 2032
Notes are not purchased in its repurchase offer, Helix may use a portion
of the net proceeds from the offering to repurchase or redeem the
remaining 2032 Notes. Helix expects to close the offering of the 2023
Notes on or about March 20, 2018, subject to the satisfaction of
customary closing conditions. Wells Fargo Securities, LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated are acting as joint
book-running managers for the offering.

The 2023 Notes are to be issued via an underwritten public offering,
resulting in expected net proceeds of approximately $121.2 million,
after deducting underwriting fees and estimated offering expenses.
Interest on the 2023 Notes will be paid semi-annually on March 15 and
September 15 of each year beginning on September 15, 2018. During
certain periods and subject to certain conditions, the 2023 Notes will
be convertible by holders based on an initial conversion rate of
105.6133 shares of common stock per $1,000 principal amount of 2023
Notes, which is equivalent to an initial conversion price of
approximately $9.47 per share of common stock, subject to adjustment.
Upon conversion, holders will receive, at Helix’s discretion, cash,
shares of Helix’s common stock or a combination thereof.

In addition, the holders of the 2023 Notes may require Helix to
repurchase the 2023 Notes under certain circumstances, and Helix may
redeem all or any portion of the 2023 Notes, at its option, on or after
March 15, 2021, subject to certain conditions, at a redemption price
payable in cash equal to 100% of the principal amount of the 2023 Notes
to be redeemed, plus accrued and unpaid interest and a “make-whole
premium” with a value equal to the present value of the remaining
scheduled payments of interest on the notes to be redeemed through
September 15, 2023.

The 2023 Notes are being offered pursuant to an effective shelf
registration statement on Form S-3 filed with the Securities and
Exchange Commission (“SEC”). Copies of the prospectus and prospectus
supplement relating to the offering may be obtained from the offices of
Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375
Park Avenue, 4th Floor, New York, New York 10152, Telephone:
800-326-5897, Email: [email protected]
or Merrill Lynch, Pierce, Fenner & Smith Incorporated, Attention:
Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd
Floor, Charlotte, North Carolina 28255-0001, Email: [email protected].
Electronic copies of the prospectus and prospectus supplement may also
be obtained, when available, by visiting EDGAR on the SEC’s website at www.sec.gov.

This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there be any
sale of any securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

About Helix

Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is
an international offshore energy services company that provides
specialty services to the offshore energy industry, with a focus on well
intervention and robotics operations.

Forward-Looking Statements

This press release contains forward-looking statements that involve
risks, uncertainties and assumptions that could cause our results to
differ materially from those expressed or implied by such
forward-looking statements. All statements, other than statements of
historical fact, are “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, any statements regarding our strategy; any statements
regarding visibility and future utilization; any projections of
financial items; any statements regarding future operations
expenditures; any statements regarding the plans, strategies and
objectives of management for future operations; any statements regarding
our ability to enter into and/or perform commercial contracts; any
statements concerning developments; any statements regarding future
economic conditions or performance; any statements regarding the
offering and the use of proceeds therefrom; any statements of
expectation or belief; and any statements of assumptions underlying any
of the foregoing. The forward-looking statements are subject to a number
of known and unknown risks, uncertainties and other factors that could
cause results to differ materially from those in the forward-looking
statements, including but not limited to the results of the repurchase
offer; market conditions; the performance of contracts by suppliers,
customers and partners; actions by governmental and regulatory
authorities; operating hazards and delays, which includes delays in
delivery, chartering or customer acceptance of assets or terms of their
acceptance; our ultimate ability to realize current backlog; employee
management issues; complexities of global political and economic
developments; geologic risks; volatility of oil and gas prices and other
risks described from time to time in our reports filed with the SEC,
including Helix’s most recently filed Annual Report on Form 10-K and in
Helix’s other filings with the SEC, which are available free of charge
on the SEC’s website at www.sec.gov.
We assume no obligation and do not intend to update these
forward-looking statements except as required by the securities laws.

Contacts

Helix Energy Solutions Group, Inc.
Erik Staffeldt,
281-618-0400
Senior Vice President & CFO