Cal Dive Completes Purchase of Horizon

Cal Dive International Inc. has completed its acquisition of Horizon Offshore following approval by Horizon's shareholders on Dec. 10, 2007.

As a result of the acquisition, each share of Horizon common stock has been converted into the right to receive $9.25 in cash and 0.625 shares of Cal Dive common stock. Information regarding the exchange of share certificates will be sent to Horizon shareholders as soon as practicable.

The cash portion of the acquisition is being funded through a $375 million senior secured term loan A facility that amortizes $20 million per quarter commencing on June 30, 2008. Interest floats at LIBOR plus 225 basis points, and the facility is prepayable without penalty.

Cal Dive also terminated its existing $250 million revolving credit facility and entered into a new senior secured $300 million five-year revolver. The senior secured credit facilities were fully underwritten by Bank of America, N.A., and Banc of America Securities LLC acted as sole financial advisor to Cal Dive in connection with the transaction.

The combined company will operate a fleet of 35 vessels, including 24 diving support vessels, seven pipelay/pipebury barges, one dedicated pipebury barge, one combination derrick/pipelay barge and two derrick barges. The addition of Horizon's fleet will allow Cal Dive to offer an integrated solution to customers by enabling it to offer trunkline and salvage and decommissioning services together with its traditional diving services. Additionally, Cal Dive believes that the Horizon acquisition will allow it to further penetrate targeted international markets.

"We are very excited to close this transaction as we are enthusiastic about the prospects for the combined company," said Quinn J. Hebert, CEO, president and director of Cal Dive. "We look forward to welcoming Horizon's employees to the Cal Dive family and working together to realize the significant opportunities that lie ahead."

Cal Dive plans to issue 2008 annual earnings guidance following the formal approval of its 2008 budget at its Board of Directors meeting currently scheduled for late February 2008.