Helix Energy Solutions to Acquire Alliance Companies in Gulf of Mexico
17 Maio 2022 - 9:00AM
Business Wire
Expanded decommissioning presence represents
significant step for Helix’s Energy Transition business model
Helix Energy Solutions Group, Inc. ("Helix") (NYSE: HLX)
announced today that it has entered into a definitive agreement to
acquire 100% of the equity interests of the Alliance group of
companies (collectively “Alliance”) for $120 million cash at
closing, plus the potential for post-closing earnout
consideration.
Alliance Overview
Alliance is a Louisiana-based privately held company that
provides services in support of the upstream and midstream
industries in the Gulf of Mexico shelf, including offshore oil
field decommissioning and reclamation, project management,
engineered solutions, intervention, maintenance, repair, heavy lift
and commercial diving services.
Transaction Highlights
- Aligns with Helix’s Energy Transition business model, by
expanding its decommissioning presence in the Gulf of Mexico shelf
and advancing Helix’s ESG initiatives by responsibly supporting
end-of-life requirements of oil and gas projects
- Augments Helix’s decommissioning and life-of-field maintenance
service capabilities through the addition of Alliance’s
comprehensive shallow water assets, including a fleet of Jones
Act-compliant lift boats, offshore supply vessels, a heavy lift
derrick barge and diving vessels, as well as plug and abandonment
systems, coiled tubing systems and snubbing units
- Positions Helix to further penetrate the North America
decommissioning market, with published reports forecasting nearly
$3 billion of decommissioning expenditures between 2022 and 2025,
and potential to expand into the global market
- Based on the assets being acquired, the parties’ assumptions
and market conditions, and anticipating Alliance potential annual
EBITDA1 in excess of $30-40 million, the transaction is expected to
add accretive free cash flow1 and diversify Helix’s asset base and
revenue stream, at an attractive valuation
- Preserves strong financial position and liquidity,1 as Helix’s
pro forma2 cash, liquidity and net debt1 would approximate $145
million, $186 million and $119 million, respectively
- Enhances financial performance outlook, with expected continued
improvements in free cash flow resulting in expected strong
liquidity and leverage position
Management Commentary
“Based on a number of market and regulatory drivers and our
current expectations, we fully believe that the offshore oil and
gas decommissioning market will grow significantly in the near
term,” said Owen Kratz, Helix’s President and Chief Executive
Officer. “This acquisition complements Helix’s present deepwater
abandonment offerings by adding shelf and facility abandonment
capabilities, and significantly enhances our position as a
full-field abandonment services provider, both in the Gulf of
Mexico and globally. We also see possibilities to expand our
opportunities within our existing late-life production business. We
are thrilled at the prospect of adding Alliance to the Helix
family, and we believe this acquisition is a meaningful step in
Helix’s responsible participation in this age of Energy
Transition.”
“This transaction represents the culmination of many years of
hard work, as we have grown Alliance from the ground up,” commented
Steve Williams, owner of Alliance. “Our recent successes in
acquiring and developing businesses and assets to establish
Alliance as an offshore shallow water energy services company has
led us to Helix, who we see as the industry standard in deepwater
energy services. We are excited for the potential combination of
Helix and Alliance and the value proposition we can bring to our
customers.”
Transaction Details
The purchase price is equal to $120 million of cash at closing,
plus the potential for post-closing earnout consideration payable
in 2024, in the event the Alliance business achieves certain
financial metrics in 2022 and 2023. Helix has the option to pay any
earnout consideration in cash, Helix stock, or a combination
thereof. The agreement contains customary terms and conditions,
including representations, warranties and covenants including
buyer-side protections.
The acquisition is expected to close mid-2022 and is subject to
regulatory approvals and other customary conditions. There is no
guarantee that the transaction will be consummated on the terms or
timeframe currently contemplated, or at all.
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. For more
information about Helix, please visit www.helixesg.com.
Non-GAAP Financial Measures
1 This press release makes reference to EBITDA, free cash flow,
liquidity and net debt, which are non-GAAP financial measures.
EBITDA is defined as earnings before income taxes, net interest
expense, gain or loss on extinguishment of long-term debt, net
other income or expense, and depreciation and amortization expense.
Free cash flow is defined as cash flows from operating activities
less capital expenditures, net of proceeds from sale of assets.
Liquidity is calculated as the sum of cash and cash equivalents and
available capacity under Helix’s $80 million ABL facility and
excludes restricted cash. Net debt is calculated as long-term debt
including current maturities of long-term debt less cash and cash
equivalents and restricted cash.
2 Pro forma amounts represent March 31, 2022 balances, adjusted
for payment of the transaction purchase price with cash on hand,
previously scheduled repayment of debt, and the release of cash
collateral on a temporary importation bond.
Forward-Looking Statements
This press release contains forward-looking statements that
involve risks, uncertainties and assumptions that could cause
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
the proposed transaction, the COVID-19 pandemic and oil price
volatility and their respective effects and results, protocols and
plans, current work continuing, the spot market, spending and cost
reduction plans and the ability to manage changes; strategy; any
statements regarding visibility and future utilization; any
projections of financial items; any statements regarding future
operations expenditures; any statements regarding plans, strategies
and objectives for future operations; any statements regarding the
ability to enter into, renew and/or perform commercial contracts;
any statements concerning developments; any statements regarding
environmental, social and governance (“ESG”) initiatives; any
statements regarding future economic conditions or performance; any
statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. 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 and effects of the COVID-19 pandemic
and actions by governments, customers, suppliers and partners with
respect thereto; market conditions; results from acquired
properties; demand for services; the performance of contracts by
suppliers, customers and partners; actions by governmental and
regulatory authorities; operating hazards and delays, which include
delays in delivery, chartering or customer acceptance of assets or
terms of their acceptance; the ability to secure and realize
backlog; the effectiveness of ESG initiatives and disclosures;
human capital 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 reports
filed with the Securities and Exchange Commission ("SEC"),
including those most recently filed Annual Report on Form 10-K and
in other filings with the SEC, which are available free of charge
on the SEC's website at www.sec.gov. The parties assume no
obligation and do not intend to update these forward-looking
statements, which speak only as of their respective dates, except
as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220517005750/en/
Erik Staffeldt Executive Vice President & CFO 281-618-0465
estaffeldt@helixesg.com
Helix Energy Solutions (NYSE:HLX)
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