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Cal Dive International, Inc. Prices $240 Million Convertible Senior Notes Offering

    HOUSTON, March 23 /PRNewswire-FirstCall/ -- Cal Dive International, Inc.
(Nasdaq: CDIS) announced today the pricing of the private offering of
$240 million aggregate principal amount of its Convertible Senior Notes due
2025 in a private, unregistered offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act").  The sale of the notes is expected to close on
March 30, 2005.  Cal Dive also granted the initial purchasers of the notes a
13-day option to purchase up to an additional $60 million aggregate principal
amount of the notes.
    The notes will bear interest at a rate of 3.25% per year.  During certain
periods and subject to certain conditions, the notes will be convertible by
holders into shares of Cal Dive's common stock at an initial conversion rate
of 15.5600 shares of common stock per $1,000 principal amount of notes which
is equivalent to an initial conversion price of approximately $64.27 per share
of common stock, subject to adjustment.  Upon conversion of the notes, Cal
Dive will deliver cash of up to $1,000 per $1,000 aggregate principal amount
of notes and shares in respect of the remainder of the conversion obligation,
if any.
    Cal Dive intends to use the net proceeds of the offering for general
corporate purposes including: a contribution to its 50/50 joint venture
Deepwater Gateway L.L.C. relating to early retirement of debt, identifiable
capital expenditures and potential acquisitions.
    This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.  The offering will be made
only to qualified institutional buyers in accordance with Rule 144A under the
Securities Act.  The securities to be offered have not been registered under
the Securities Act, or any state securities laws, and unless so registered may
not be offered or sold in the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.


SOURCE Cal Dive International, Inc.




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Related links:
  • http://www.caldive.com
    CONTACT:
    Wade Pursell, Chief Financial Officer of Cal
    Dive International, Inc., +1-281-618-0400, or fax,
    +1-281-618-0505