0000866829false00008668292025-02-212025-02-21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2025 (February 17, 2025)

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HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

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Minnesota

001-32936

95-3409686

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

3505 West Sam Houston Parkway North

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Suite 400

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Houston, Texas

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77043

(Address of principal executive offices)

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(Zip Code)

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Registrant’s telephone number, including area code: 281-618-0400

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, no par value

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HLX

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New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01. Entry into a Material Definitive Agreement.

On February 17, 2025, Helix Energy Solutions Group, Inc. (“Helix”), OneSubsea LLC, Cameron Lux V Sarl, as successor in interest to OneSubsea B.V., OneSubsea UK Limited, Schlumberger Technology Corporation, Schlumberger B.V. and Schlumberger Oilfield Holdings Ltd. entered into an Amendment and Assignment Agreement (the “Amendment”) to the Strategic Alliance Agreement entered into by the parties on January 5, 2015 (as amended, the “Alliance Agreement”). The Alliance Agreement provides the terms for the parties’ strategic alliance to design, develop, manufacture, promote, market and sell on a global basis integrated equipment and services for subsea well intervention systems. The Alliance Agreement originally provided for a ten-year term and the Amendment extends the term of the Alliance Agreement for one year until January 5, 2026. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

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Exhibit
Number

    

Description

10.1

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104

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Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Date: February 21, 2025

    

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HELIX ENERGY SOLUTIONS GROUP, INC.

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By:

/s/ Kenneth E. Neikirk

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Kenneth E. Neikirk

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Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT 10.1

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AMENDMENT AND ASSIGNMENT AGREEMENT

TO STRATEGIC ALLIANCE AGREEMENT

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This AMENDMENT AND ASSIGNMENT AGREEMENT TO STRATEGIC ALLIANCE AGREEMENT (“Amendment and Assignment Agreement”) dated as of January 30, 2025 (the “Effective Date”) is made among OneSubsea LLC (“OSSLLC”), Cameron Lux V Sarl (“CLVS”), as successor in interest to OneSubsea B.V. (“OSSBV”), OneSubsea UK Limited (“OSSUK”), Schlumberger Technology Corporation (“STC”), Schlumberger B.V. (“SBV”), Schlumberger Oilfield Holdings Ltd. (“SOHL”) and Helix Energy Solutions Group, Inc. (“Helix”).  

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RECITALS

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A.OSSLLC, OSSBV, STC, SBV, SOHL and Helix have entered into that certain Strategic Alliance Agreement dated January 5, 2015 (as amended from time to time, the “Contract”).  

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B.OSSBV has ultimately became CLVS, which is now the successor in interest to OSSBV under the Contract.

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C.CLVS desires to assign all of its rights, liabilities and interest in, to and under the Contract to OSSUK, OSSUK wishes to accept such assignment, and each OSSLLC, STC, SBV, SOHL and Helix wishes to consent to the assignment of the Contract to OSS UK pursuant to Section 14.7 of the Contract.

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D.OSSLLC, OSSUK, STC, SBV, SOHL and Helix agree to extend the term of the Contract pursuant to Section 12.3 of the Contract.

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E.NOW, THEREFORE, in consideration of the above, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties hereto agree as follows:

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1.assignment AND ASSUMPTION
1.1Assignment. In accordance with Section 14.7 of the Contract, as of the Effective Date, CLVS assigns to OSSUK all of its rights, liabilities, interest, representations, and obligations under the Contract (“Assignment”).
1.2Assumption. OSSUK accepts the Assignment and assumes all duties, liabilities and obligations of CLVS under the Contract arising or accruing on or after the Effective Date to the same extent as if OSSUK had been a party to the Contract in the place and instead of CLVS.  OSSUK shall perform and assume the executory tasks, services and obligations specifically provided for in the Contract as though it were a party in place of CLVS.
1.3Retention. OSSUK does not assume, and CLVS shall be and shall remain obligated for all duties, liabilities and obligations of CLVS under the Contract arising or accruing prior to the Effective Date.

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1.4Consent.  As from the Effective Date, each OSSLLC, STC, SBV, SOHL and Helix does hereby:
(A)consent to the Assignment;
(B)agree that from and after the Effective Date, OSSUK shall be entitled to hold and enforce all of the privileges, rights and benefits of CLVS under the Contract to the same extent as though, and with the intent and purpose that, OSSUK had been a party thereto in the place and instead of CLVS; and
(C)release and discharge CLVS from CLVS’s obligations and liabilities under the Contract arising on or after the Effective Date.  Nothing herein contained shall be construed as a release of CLVS or OSSLLC, STC, SBV, SOHL and Helix from the obligations and liabilities under or with regard to the Contract to the extent such obligations and liabilities relate to any matter or time period occurring prior to the Effective Date.
2.CONTRACT EXTENSION

OSSLLC, OSSUK, STC, SBV, SOHL and Helix agree to extend the term of the Contract for an additional period of one (1) year from January 5, 2025 pursuant to Section 12.3 of the Contract.

3.Governing Law

This Amendment and Assignment Agreement is governed, construed, interpreted, enforced and the relations between the parties determined in accordance with the laws as established in the Contract, without regard to choice of law rules.

4.Counterparts.

This Amendment and Assignment Agreement may be executed in any number of counterparts, each of which will be deemed an original of this Amendment and Assignment Agreement, and which together will constitute one and the same instrument.  No party will be bound to this Amendment and Assignment Agreement unless and until all parties have executed a counterpart.

[The remainder of this page left intentionally blank.]

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2

The parties have executed this Amendment and Assignment Agreement to be effective as of the Effective Date, as evidenced by the following signatures of authorized representatives of the parties:

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OneSubsea LLC

Cameron Lux V Sarl

Signature:

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Signature:

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/s/ Nurzhan Ongaltayev​ ​

Vice President
February 15, 2025

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/s/ Daniel Morrison​ ​

Director
February 17, 2025

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OneSubsea UK Limited

Schlumberger Technology Corporation

Signature:

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Signature:

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/s/ Simon McCloud​ ​

Director
February 14, 2025

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/s/ Nicklus Cune​ ​

Vice President
February 17, 2025

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Schlumberger B.V.

Schlumberger Oilfield Holdings Ltd.

Signature:

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Signature:

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/s/ Colin Beddall​ ​

Director
February 17, 2025

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/s/ Rachael Pape​ ​

Vice President
February 17, 2025

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Helix Energy Solutions Group, Inc.

Signature:

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/s/ Scotty Sparks​ ​

EVP and Chief Operating Officer
February 13, 2025

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3

v3.25.0.1
Document and Entity Information
Feb. 21, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 21, 2025
Entity File Number 001-32936
Entity Registrant Name HELIX ENERGY SOLUTIONS GROUP, INC.
Entity Incorporation, State or Country Code MN
Entity Tax Identification Number 95-3409686
Entity Address, Address Line One 3505 West Sam Houston Parkway North
Entity Address, Adress Line Two Suite 400
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77043
City Area Code 281
Local Phone Number 618-0400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value
Trading Symbol HLX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000866829
Amendment Flag false
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