Exhibit 10.1
STOCK REPURCHASE
AGREEMENT
by and between
Cal Dive International,
Inc.
and
Helix Energy Solutions Group,
Inc.
Dated as of January 23,
2009
STOCK REPURCHASE AGREEMENT
This STOCK REPURCHASE AGREEMENT (this
“ Agreement ”) is entered into as of this 23rd
day of January, 2009, by and between Cal Dive International, Inc.,
a Delaware corporation (the “ Company ”), and
Helix Energy Solutions Group, Inc., a Minnesota corporation
(“ Seller ” and together with the Company, the
“ Parties ”).
RECITALS:
WHEREAS, Seller owns of record and
beneficially 61,506,691 shares of the outstanding common stock of
the Company, $0.01 par value per share (the “ Common
Stock ”), representing approximately 57% of the
outstanding capital stock of the Company (the “
Seller Ownership Percentage ”);
WHEREAS, Seller wishes to sell, transfer,
assign, convey and deliver to the Company, and the Company wishes
to purchase, acquire and accept from Seller 13,564,669 shares of
Common Stock (the “ Purchased Shares ”) that it
owns;
WHEREAS, through the repurchase, Seller
will sell to the Company approximately 12.6% of the
Company’s outstanding Common Stock, reducing the Seller
Ownership Percentage to approximately 51%;
WHEREAS, the Purchased Shares are
currently subject to a Lien (as defined in Article 1 below) in
favor of certain of Seller’s lenders (the “Purchased
Shares Pledge”);
WHEREAS, the Company intends to draw on
up to $100,000,000.00 of available borrowings under its revolving
credit facility for the purpose of funding the purchase of the
Purchased Shares (the “Credit Facility Borrowings”);
and
WHEREAS, each of Seller and the Company
agree, respectively, to use their best efforts to obtain a release
of the Purchased Shares Pledge and to effect the Credit Facility
Borrowings prior to the Closing (as defined in Section 2.3 below),
each of which shall be a condition to the consummation of the
transactions contemplated by this Agreement.
NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein, and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
Terms with their initial letters
capitalized used but not otherwise defined in this Agreement shall
have the meanings given to them in this Article 1.
1.1
“ Law ” means, with
respect to any Person, any domestic or foreign federal or state
statute, law, ordinance, rule, administrative code, administrative
interpretation, regulation, order, consent, writ, injunction,
directive, judgment, decree, policy, ordinance, decision, guideline
or other requirement of (or agreement with) any governmental
authority (including any
1
memorandum of understanding or similar
arrangement with any governmental authority), in each case binding
on that Person or its property or assets.
1.2
“ Lien ” means any
liens, pledges, charges, claims, security interests or agreements,
escrows, options, rights of first refusal, mortgages, deeds of
trust, deeds to secure debt, title retention agreements or other
encumbrances.
1.3
“ Person ” means
any individual, corporation, business trust, partnership,
association, limited liability company, unincorporated organization
or similar organization, any governmental authority, fund,
organized group of persons whether incorporated or not, or any
receiver, trustee under Title 11 of the United States Code or
similar official or any liquidating agent for any of the foregoing
in his or her capacity as such.
1.4
“ Transactions ” means
any and all actions or other transactions contemplated by this
Agreement.
ARTICLE 2
