8-K

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 28, 2012

Helix Energy Solutions Group, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction  of incorporation)	001-32936 (Commission File Number)	95-3409686 (IRS Employer Identification No.)
400 N. Sam Houston Parkway E., Suite 400 Houston, Texas (Address of principal executive offices)	281-618-0400 (Registrant’s telephone number, including area code)	77060 (Zip Code)

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 (see General Instruction A.2. below):

|_| 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))

Item 7.01 Regulation FD Disclosure.

Helix Energy Solutions Group, Inc. (the “Company”) announced today that Company representatives will make presentations to attendees at the Raymond James 33rd Annual Institutional Investors Conference in Orlando, Florida on March 6, 2012 at 9:50 a.m., EST, as well as the DNB Markets Oil, Offshore & Shipping Conference in Oslo, Norway on March 8, 2012.   The press release announcing the presentations is attached hereto as Exhibit 99.1 and the presentation materials to be delivered at the conferences are attached hereto as Exhibit 99.2.   Each of the exhibits is incorporated by reference herein. The presentation materials have also been posted in the Presentations section under Investor Relations of Helix’s website, www.HelixESG.com.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

Number                      Description

----------                      --------------

99.1   Press Release dated February 28, 2012 announcing upcoming conference presentations.

99.2   Materials to be presented at the conferences.

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.

Date:           February 28, 2012

 HELIX ENERGY SOLUTIONS GROUP, INC.

 By:              /s/ Anthony Tripodo                                                                           

 Anthony Tripodo

 Executive Vice President and Chief Financial Officer

Index to Exhibits

Exhibit No.                                Description

99.1   Press Release dated February 28, 2012 announcing upcoming conference presentations.

99.2   Materials to be presented at the conferences.

EX-99.1

PRESSRELEASE www.HelixESG.com  

Helix Energy Solutions Group, Inc. ·  400 N. Sam Houston Parkway E., Suite 400  ·  Houston, TX  77060-3500  · 281-618-0400  ·  fax: 281-618-0505

For Immediate Release                                                                                                                                          12-004

Date:  February 28, 2012                                                                 Contact:   Terrence Jamerson

Director, Finance & Investor Relations

Helix to Present at Upcoming Conferences

HOUSTON, TX – Helix Energy Solutions Group, Inc. (NYSE: HLX) announced that it is making presentations to attendees at the Raymond James 33rd Annual Institutional Investors Conference in Orlando, Florida on Monday, March 5,2012 at 9:50 a.m. Eastern Standard Time and the DNB Markets Oil, Offshore & Shipping Conference in Oslo, Norway on Thursday, March 8, 2012.

Live audio feeds of the Raymond James conference presentation and replay will also be publicly available. Both presentations may be accessed on the Investor Relations page of Helix’s website, www.HelixESG.com.

About Helix

Helix Energy Solutions Group, headquartered in Houston, Texas, is an international offshore energy company that provides development solutions and other key life of field services to the energy market as well as to its own oil and gas business unit. For more information about Helix, please visit our website at www.HelixESG.com.

EX-99.2

March 2012 Company Update

2

Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All such 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 projections of financial items; projections of contracting services activity; future production volumes, results of
exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of properties
or wells; projections of utilization; any statements of the plans, strategies and objectives of management for future
operations; any statements concerning developments; and any statements of assumptions underlying any of the foregoing.
These statements involve certain assumptions we made based on our experience and perception of historical trends,
current conditions, expected future developments and other factors we believe are reasonable and appropriate under the
circumstances. The forward-looking statements are subject to a number of known and unknown risks, uncertainties and
other factors that could cause our actual results to differ materially. The risks, uncertainties and assumptions referred to
above include the performance of contracts by suppliers, customers and partners; actions by governmental and regulatory
authorities; operating hazards and delays; employee management issues; local, national and worldwide economic
conditions; uncertainties inherent in the exploration for and development of oil and gas and in estimating reserves;
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 Securities and Exchange Commission (“SEC”), including the
Company’s most recently filed Annual Report on Form 10-K and in the Company’s other filings with the SEC. Free copies of
the reports can be found at the SEC’s website, www.SEC.gov. You should not place undue reliance on these forward-
looking statements which speak only as of the date of this presentation and the associated press release. We assume no
obligation or duty and do not intend to update these forward-looking statements except as required by the securities laws.

References to quantities of oil or gas include amounts we believe will ultimately be produced, and may include “proved
reserves” and quantities of oil or gas that are not yet classified as “proved reserves” under SEC definitions. Statements of oil
and gas reserves are estimates based on assumptions and may be imprecise. Investors are urged to consider closely the
disclosure regarding reserves in our most recently filed Annual Report on Form 10-K and any subsequent Quarterly Reports
on Form 10-Q.

3

WHO IS HELIX ESG?

vDeepwater service provider to
the offshore energy industry

vFocused on subsea
infrastructure services
with

vEntirely dynamically positioned
fleet

plus

vAn emerging offshore
renewable energy services
capability

and

vGulf of Mexico oil and gas
exploration and production

Offshore Production Facilities

Helix Producer I

Helix Fast Response System

Independence Hub Semi (20%)

Marco Polo TLP (50%)

Deepwater Contracting
Robotics
45 ROVs
2 ROV Drill Units
4 Trenchers (200 - 2000hp)
5 Chartered Vessels (variable)

Pipelay
Intrepid
Express
Caesar

Well Intervention

Q4000

Seawell

Well Enhancer

Normand Clough (JV)

Mobile VDS/SILs

4

Business Segments

Oil and Gas Production

GOM shelf and deepwater

PV-10 $1.5 billion ($1.3 billion oil)*

Estimated proved reserves - 38,860 Mboe*

Estimated probable reserves - 19,951 Mboe*

* Reserve data as of 12/31/2011

5

CONTRACTING
SERVICES

Dynamically
Positioned for
Growth

Strategically Differentiated Fleet

HFRS backstops 60+
Gulf of Mexico
drilling permits

Q4000 is world’s only

Cat B Semi on open market

HPI is the Gulf of
Mexico’s first DP Floating
Production Unit

iTrencher is one of the
world’s largest trenchers

ROV fleet plays role in
offshore windfarms

WellEnhancer sets
intervention depth records

Express deploys globally
for field developments

Full spread of assets in
APAC market

Positioned for Growth

7

Grand Canyon

T1200 Trenching ROV

Work-class ROVs

Cat B Semisub

Well Intervention Assets

8

MODU DP3 Q4000

MSV DP3 Well Enhancer

MSV DP2 Normand Clough

MSV DP2 Seawell

The Helix ROV fleet consists of
50+ vehicles, covering the
spectrum of subsea construction
services.

Chartered vessels such as the
Deep Cygnus are being utilized to
support the growing alternative
energy industry in the North Sea.

The state of the art iTrencher system
trenches, lays pipe up to 16” in
diameter, and backfills in a single
operation.

Robotics

9

DP Reel Lay Vessel Express

DP S-Lay Vessel Caesar

DP Reel Lay Vessel Intrepid

Caesar’s onboard pipe welding and testing capability
allows the vessel to lay large diameter pipe.

Helix’s dual-reel pipelay and subsea construction
vessel has established an extensive track record of
field installation projects around the world.

Intrepid has the flexibility to be deployed as a pipelay,
installation or saturation diving vessel.

Subsea Construction Vessels

10

Offshore Renewable Energy Support

11

v2012 non-oilfield revenues of $42 million on power
cable burial projects

vProvide trenching, cable burial and ROV support for
offshore wind farm development

oCurrent focus on export lines (field to shore)

oFuture opportunities in-field (inter-array cable
installation)

vAdding additional capacity to meet short- and long-
term growth opportunities

oNew chartered vessel, Grand Canyon, under
construction with 2012 delivery

oBuilding new trencher, T1200, to be paired with the
Grand Canyon

Deep Cygnus performing trenching and cable burial operations at
the Greater Gabbard Offshore Wind Farm in the North Sea

12

vUtilizes vessels and subsea systems
proven in Gulf of Mexico spill response
and containment efforts

vCapability to capture and process up to
55,000 bpd in water depths to 10,000
feet at 15,000 psi

Helix Fast Response System (HFRS)

v24 independent E&P operators have signed on to include HFRS in
drilling permit applications

vCited as spill response and containment plan in 60+ approved
deepwater permits as of February 2012

Production Facilities

13

Independence Hub Semi (20%)

vLocation: Mississippi Canyon 920

vDepth: 8,000 ft.

vProduction capacity:

o1 BCFD

Marco Polo TLP (50%)

vLocation: Green Canyon 608

vDepth: 4,300 ft.

vProduction capacity:

o120,000 BOPD

o300 MMCFD

Helix Producer I FPU

vLocation: Helix’s Phoenix field (GC 237)

vProduction capacity:

o45,000 BOPD

o55,000 BLPD

o72 MMCFD

14

OIL & GAS

Gulf of Mexico
Oil and Gas
Producer

15

12/31/2011 Reserve Profile

v38,860 Mboe Estimated Proved Reserves

v19,951 Mboe Estimated Probable Reserves

v44% Deepwater Gulf of Mexico (Proved)

v58% Oil (Proved)

v58% proved developed

vPV-10 $1.5 billion ($1.3 billion oil)

Year-to-Date Average Production Profile

v~24 Mboe/d*

v~68% of production is oil

v~71% of production is deepwater

* As of February 21, 2012

Oil and Gas

Oil and Gas - Reserve Highlights

16

	Proved Developed	Proved Undeveloped	Total
Total Estimated Reserves (Mboe)	22,731	16,129	38,860
−Shelf	12,881	8,687	21,568
−Deepwater	9,850	7,441	17,291
−Oil (Mbbls)	12,754	9,935	22,689
−Gas (MMcf)	59,859	37,162	97,021
SEC Case PV-10 (pre-tax, in millions)	$ 964	$ 508	$ 1,472

At December 31, 2011

17

KEY BALANCE
SHEET METRICS

Strong Financial
Condition

18

Liquidity of approximately $1.1 billion at 12/31/2011

⃰Liquidity, as we define it, is equal to cash and cash equivalents ($546 million), plus available capacity under
our revolving credit facility ($559 million).

Debt and Liquidity Profile

Pro Forma Debt Maturity Profile

vPro forma total debt of approximately $1.2 billion
at end of Q1 2012 consisting of:

o$300 million Convertible Notes - 3.25% (1)

o$379 million Term Loans -

LIBOR + 3.50% on $279 million, and

LIBOR + 2.75% on $100 million (used to partially redeem
senior unsecured notes during Q1 2012)

o$275 million Senior Unsecured Notes - 9.5%

o$108 million MARAD Debt - 4.93%

v$600 million Revolving Credit Facility

oLIBOR + 2.75% on borrowings

o$100 million to be drawn during Q1 2012 to
partially redeem Senior Unsecured Notes

oApproximately $41 million of LCs in place

19

§Convertible Notes

§Term Loans / Revolver

§Senior Unsecured Notes

§MARAD Debt

(1) Stated maturity 2025. First put / call date in December 2012.

20

2012 OUTLOOK

Positive
Market Outlook

21

Broad Metrics	2012 Forecast	2011 Actual	2010 Actual
Oil and Gas Production	7,523 MBoe	8,694 MBoe	7,870 MBoe
EBITDAX	~$600 million	$669 million	$430 million
CAPEX	~$445 million	$229 million	$179 million

Commodity Price Deck		2012 Forecast	2011 Actual	2010 Actual
Hedged	Oil	$104.80 / Bbl	$100.91 / Bbl	$75.27 / Bbl
	Gas	$4.56 / Mcf	$6.04 / Mcf	$6.01 / Mcf

2012 Outlook

22

vContracting Services

oStrong backlog for the Q4000, Well Enhancer and Seawellthrough 2012

•Q4000 building backlog into 2013

oWell Enhancer working in West Africa and transits back to the North Sea late first quarter

oIntrepid deployed to California performing field development projects and expected to arrive back in the
Gulf of Mexico end of Q1

oExpress working through a full backlog in Gulf of Mexico for Q1 and is scheduled to work in the
Mediterranean and North Sea in Q2 and Q3 of 2012 before returning back to the Gulf of Mexico

oCaesar deployed to Mexico’s Bay of Campeche for accommodations project through April

oContinued focus on trenching and cable burial business with non-oilfield projects growing

oContinued recovery anticipated in global Robotics market, particularly in the Gulf of Mexico

oFour vessels scheduled for regulatory drydocks in 2012, approximately $25 million impact on EBITDA

•Intrepid - April

•Q4000 - March

•Seawell - April

•Well Enhancer - August

2012 Outlook

23

vOil and Gas

oForecasted 2012 overall production of 7.5 MMboe, including Wang (Phoenix field) and Danny 2
(Bushwood field) exploration wells; or Head and Neck (Phoenix Field) PUD conversion

•Assumes Wang or Head and Neck production commences Q4

•Assumes Danny 2 production commences mid-year

oApproximately 90% of 2012 revenues from oil and NGLs

oAnticipated 67% of production volume is oil and 64% of total production from deepwater

o61% hedged for the year (76% of estimated PDP production)

oAssumes no significant storm disruptions

vBalance Sheet

oAmended credit agreement to allow for new $100 million term loan expected to fund late March

oTerms and conditions same as revolving credit facility

oProceeds from new term loan together with $100 million of existing liquidity will be used to repay $200
million in principal of senior unsecured notes in late March

2012 Outlook

24

vCapital Expenditures

oContracting Services ($250 million)

•Announced new build semi submersible intervention vessel (approximately $130 million of capex
in 2012)

•Regulatory dry docks for four vessels

•Continued incremental investment in robotics business, with a focus on adding trenching spread
capacity

oOil and Gas ($195 million)

•Focus capital investment on shelf oil developments/opportunistic workovers with relatively fast
payback

•Two major deepwater well projects planned this year

−Danny 2 - 1H activity

−Wang or Head and Neck - 2H activity

2012 Outlook - CAPEX

25

Summary of Hedging Positions *

* As of February 22, 2012

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