Cal Dive Announces Proposed $75 Million Offering of Convertible Senior Notes Due 2017

Cal Dive International, Inc. DVR announced today its intention to offer, subject to market and other conditions, $75 million aggregate principal amount of its convertible senior notes due 2017 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Cal Dive plans to grant the initial purchasers an option to purchase up to an additional $11.25 million aggregate principal amount of notes, solely to cover over-allotments. Pursuant to the terms of its senior secured credit agreement, Cal Dive expects to use the net proceeds from the offering of the notes to repay a portion of the term loan under its senior secured credit facility. Additionally, the senior secured credit agreement, as amended, excludes the notes from the leverage ratio covenant contained therein. Cal Dive currently has $131.8 million outstanding under its term loan and expects to have approximately $60.3 million outstanding after completion of this offering.