IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA,
CAL DIVE INTERNATIONAL, INC., and
HELIX ENERGY SOLUTIONS GROUP, INC.,
| Supplemental Action to
Case No. 1:05CV02041
Judge: Emmet G. Sullivan
Deck Type: Antitrust
Filed: November 26, 2007
SETTLEMENT AGREEMENT AND ORDER
WHEREAS Petitioner United States of America, having filed its Petition
for an Order to Show Cause Why Respondents Cal Dive International, Inc.
and Helix Energy Solutions Group, Inc. Should Not Be Found in Civil
Contempt ("Petition to Show Cause") on November 26, 2007, and Respondents
Cal Dive International, Inc. and Helix Energy Solutions Group, Inc.,
as defined in Paragraphs 2 and 3 of the Petition to Show Cause, having
consented to the entry of this Settlement Agreement and Order without
trial or adjudication of any issue of fact or law herein, and without
this Settlement Agreement and Order constituting any evidence against,
or admission by, or adjudication of wrongdoing on the part of Respondents
with respect to any allegation contained in the Petition to Show Cause;
NOW, THEREFORE, before the taking of any testimony and without trial
or adjudication of any issue of fact or law herein, and upon the consent
of the parties hereto, it is hereby
ORDERED, ADJUDGED, and DECREED as follows:
This Court has jurisdiction over the subject matter of this action
and of each of the parties consenting hereto under its inherent power
to enforce compliance with its orders and under Section XIII of the
Final Judgment entered by this Court on January 11, 2006, in United
States v. Cal Dive International, Inc., et al., Civil Action No.
1:05CV02041 (D.D.C. 2005) ("Final Judgment"). The Petition to Show Cause
alleges facts that, if proven at a trial, would state a claim upon which
relief could be granted against the Respondents under the Court's inherent
power to enforce compliance with its orders and under Section XIII of
the Final Judgment.
II. APPLICABILITY AND EFFECT
- The provisions of this Settlement Agreement and Order shall be binding
upon each of the Respondents, their successors and assigns, and those
persons in active concert or participation with either of the Respondents
who receive actual notice of this Settlement Agreement and Order.
- This Settlement Agreement and Order constitutes a full and complete
disposition of Respondents' alleged violations of Sections IV.A.,
IV.E., IV.F. and VIII of the Final Judgment and Sections IV.B., V.A.
and V.B. of the Hold Separate Stipulation and Order ("Hold Separate
Order") as described in the Petition to Show Cause.
- No further action, petition, enforcement proceeding, motion or other
form of requested relief will be taken by the United States against
Respondents with respect to the alleged violations of the Final Judgment
and Hold Separate Order, as described in the Petition to Show Cause,
and this settlement will constitute a full and complete release, disposition
and bar to any proceedings relating thereto.
- Nothing in this Settlement Agreement and Order shall bar the United
States from seeking, or the Court from imposing on the Respondents,
any other relief available under any applicable provision of the Final
Judgment, Hold Separate Order, or this Settlement Agreement and Order
other than the violations set forth in the Petition to Show Cause.
III. CIVIL PAYMENT
- Within thirty (30) days of entry of this Settlement Agreement and
Order, Respondents shall pay two million dollars ($2,000,000) to the
United States, which includes disgorgement of profits from the alleged
violations and reimbursement to the United States for its attorneys
fees and costs incurred during its investigation of the violations
alleged in the Petition to Show Cause. Respondents are jointly and
severally liable for the payment.
- The payment specified in Paragraph III.A. shall be made by wire
transfer or cashier's check. If the payment is to be made by wire
transfer, Respondents first must contact the Antitrust Division's
Antitrust Documents Group at (202) 514-2481 for instructions two weeks
prior to the date of transfer. If payment is to be made by cashier's
check, Respondents shall make the check payable to the United States
Department of Justice and deliver it to:
Antitrust Documents Group
United States Department of Justice
325 7th St. NW Suite 215N
Washington, D.C. 20530
- In the event of a default in payment, interest at the rate of eighteen
(18) percent per annum shall accrue thereon from the date of default
to the date of payment.
- Respondents shall not claim this payment, in whole or in part, as
a deductible expense by them, their subsidiaries, divisions or affiliates
for tax purposes under any state tax code, the United States Tax Code,
or the tax code of any other country.
IV. RETENTION OF JURISDICTION
Jurisdiction is retained by this Court for the purpose of enabling
any of the parties to this Settlement Agreement and Order to apply to
this Court at any time for further orders and directions as may be necessary
or appropriate to carry out or construe this Settlement Agreement and
Order, for the enforcement of compliance herewith, and for the punishment
of any violations hereof.
EMMET G. SULLIVAN
UNITED STATES DISTRICT JUDGE