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): June 915, 2015

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-33206 (Commission File Number)	61-1500501 (IRS Employer Identification No.)

2500 CityWest Boulevard, Suite 2200 Houston, Texas (Address of principal executive offices)		77042 (Zip Code)

	(713) 361-2600 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following:
☐	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 1.01 Entry into a Material Definitive Agreement.

As previously reported on a Current Report on Form 8-K filed on March 9, 2015 (the "Original Form 8-K"), on March 3, 2015, Cal Dive International, Inc. (the "Company") and its United States subsidiaries (collectively, the "Debtors") filed simultaneous voluntary petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). The Debtors are continuing in possession of their assets and are managing their businesses as debtors in possession in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Chapter 11 Cases are being jointly administered by the Bankruptcy Court in the proceeding "In re Cal Dive International, Inc., et al.", Case No. 15-10458.

In connection with the Chapter 11 Cases, ~~the~~on ~~Company~~June ~~filed~~15, ~~motions~~2015, ~~seeking~~the ~~Bankruptcy~~Company's ~~Court approval of debtor~~wholly-~~in-possession~~owned ~~financing~~subsidiary, onDebtor ~~the~~Cal ~~terms~~Dive ~~set~~Offshore ~~forth in the Senior Secured~~Contractors, ~~Super-Priority~~Inc. ~~Debtor-in-Possession Credit Agreement~~ (~~the~~ "~~DIP Financing Agreement~~CDOCI"), ~~that was~~ entered into ~~between~~an ~~the~~Acquisition ~~Company~~Agreement ~~and the financial institutions named therein as lenders~~ (the "~~Lenders~~Agreement"), by and ~~Bank~~among ~~of America~~CDOCI, ~~N.A.,~~non-Debtor asCal ~~administrative~~Dive ~~agent~~International toPte. ~~the Lenders~~Ltd., ~~upon~~a ~~the~~wholly-owned ~~entry~~subsidiary of anCDOCI ~~interim~~organized ~~court~~in ~~order~~Singapore ~~approving~~("Cal ~~it. The~~Dive ~~DIP~~Singapore"), ~~Financing~~and ~~Agreement~~Shelf ~~provides~~Subsea ~~for~~Services ~~senior~~Pte. ~~secured~~Ltd. ("Purchaser"), ~~super-priority~~for ~~debtor-in-possession~~the ~~financing~~sale ~~facilities~~of inall anof ~~aggregate~~the ~~amount~~stock of upnon-Debtor toCal ~~$120.0~~Dive ~~million~~International (~~the "DIP Facility"~~Australia)~~. The~~ ~~DIP~~Pty ~~Facility~~Ltd, ~~became~~a ~~available~~wholly-owned ~~upon~~subsidiary ~~the~~of ~~satisfaction~~Cal ofDive ~~customary~~Singapore ~~conditions~~("Cal ~~precedent~~Dive ~~thereto~~Australia"), ~~including~~and ~~the~~certain ~~entry~~other assets of anCDOCI ~~order~~and ofCal ~~the~~Dive ~~Bankruptcy~~Singapore ~~Court~~used ~~approving~~in ~~the~~its ~~DIP~~Eastern ~~Financing~~Hemisphere ~~Agreement~~diving onbusiness anfor ~~interim basis~~$17. On0 ~~April~~million ~~20,~~in ~~2015~~cash, ~~the~~subject ~~Bankruptcy~~to ~~Court~~a ~~entered~~customary ~~its~~post-closing ~~final~~working ~~order~~capital ~~approving the DIP Financing Agreement~~adjustment.

InThe ~~the~~Agreement ~~Original~~contains ~~Form~~a 8non-Kcompetition provision which would prohibit Cal Dive Singapore and its affiliates from engaging in competing business activities in certain countries in the Eastern Hemisphere for two years following the closing of the sale; however, this provision will not be binding on any subsequent purchaser of Cal Dive Singapore or any of Cal Dive Singapore's affiliates. The Agreement also requires Cal Dive Singapore, upon approval of a competing transaction for the ~~Company~~sale ~~stated~~of ~~that~~Cal Dive Australia or the other assets included within the sale, to pay a ~~copy~~break-up fee to Purchaser in the amount of 3% ~~DIP~~of ~~Financing~~the ~~Agreement~~purchase price and to reimburse the Purchaser up to $500,000 for its out-of-pocket expenses. This break-up fee and expense reimbursement obligation would also be ~~filed~~triggered asby ana ~~exhibit~~sale toof the entirety of the Company or any group of the Company's ~~next~~subsidiaries ~~Quarterly~~or ~~Report~~assets onof ~~Form~~which ~~10-Q~~Cal ~~for~~Dive ~~its~~Australia ~~first~~and ~~fiscal~~the ~~quarter~~other ~~2015~~assets covered by the Agreement are a part. Completion of the sale is subject to satisfaction of several conditions, including (i) approval by the Bankruptcy Court in the Chapter 11 Cases, (ii) the accuracy of representations and warranties of the parties and (iii) compliance with the obligations set forth in the Agreement.

~~Subsequent~~The sale pursuant to the ~~filing~~Agreement ofwill be conducted under the ~~Original~~provisions ~~Form~~of ~~8-K,~~Section 363 of the ~~Company~~Bankruptcy ~~made~~Code aand ~~decision~~will be subject to ~~suspend~~higher ~~its~~or ~~2014~~better ~~year-end~~offers ~~audit~~at toany ~~reduce~~time ~~costs~~up ~~and~~until ~~preserve~~the ~~cash~~expiration ~~and~~of toan ~~allow~~auction period declared by the ~~Company's~~Bankruptcy ~~management~~Court, towhich ~~focus~~period ~~its~~is ~~limited~~expected ~~financial~~to ~~and~~end ~~managerial~~by ~~resources~~late ~~on:~~July. In ~~(i)~~connection ~~operating~~with the ~~business~~signing ~~and~~of ~~working~~the toAgreement, ~~restructure~~ the Company's ~~debt~~filed ~~and~~a ~~other~~motion ~~obligations~~in ~~under~~the Bankruptcy Court seeking to have the ~~protection~~Purchaser ofdeclared the ~~Bankruptcy~~stalking ~~Court,~~horse ~~(ii)~~purchaser ~~meeting~~for ~~the~~this ~~monthly~~sale. A ~~operating~~hearing ~~report~~on ~~requirements~~this ofmotion ~~the~~will ~~Bankruptcy~~be ~~Code~~held on June 22, ~~(iii)~~2015. In ~~satisfying~~accordance with a motion filed by the Company's ~~obligations~~in tothe ~~other~~Bankruptcy ~~parties~~Court ~~with~~related ~~interests~~to bid procedures in the Chapter 11 Cases, ~~and~~ (ivwhich will also be heard on June 22, 2015), ~~working~~the Company expects the proposed sale to ~~sell~~be ~~non-core~~considered ~~assets~~by ~~and~~the ~~developing~~Bankruptcy Court at a ~~plan~~hearing ofon ~~reorganization~~July ~~for~~24, ~~the~~2015, ~~Company's~~and ~~core~~if ~~business~~approved, to close soon thereafter.

During the pendency of the Chapter 11 Cases, the Company has adopted a modified reporting program with respect to its reporting obligations under federal securities laws. In lieu of filing annual reports on Form 10-K and quarterly reports on Form 10-Q, each month the Company will file with the Securities and Exchange Commission ("SEC") a current report on Form 8-K that will have attached to it the monthly financial report required by the Bankruptcy Court. Accordingly, the Company did not file an annual report on Form 10-K for the year ended December 31, 2014, or a quarterly report on Form 10-Q for the quarter ended March 31, 2015. The Company does not intend to file periodic reports while the Chapter 11 Cases are pending, but will continue to file current reports on Form 8-K as required by federal securities laws. The Company believes that this modified reporting program is consistent with the protection of its investors as set forth in Exchange Act Release No. 9660, dated June 30, 1972.

The ~~Company~~foregoing ~~is filing this Form 8-K in order to file a copy of the DIP Financing Agreement that was described in the Original Form 8-K. The~~ description of the ~~DIP Financing~~ Agreement ~~contained in the Original Form 8-K~~ does not purport to be complete and is qualified in its entirety by reference to the ~~DIP Credit~~ Agreement, a copy of which is filed as an exhibit to this Form 8-K and is incorporated herein by reference.

~~Item~~A copy of the Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms.~~01 Other~~ The ~~Events~~Agreement is not intended to provide any other factual information about the Company or any of its affiliates. The representations, warranties and covenants contained in the Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Agreement; may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to the Agreement; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Since the date of the filing of the Original Form 8-K, the Debtors and the Lenders have amended the DIP Financing Agreement four times as follows: Amendment No. 1 to the DIP Financing Agreement, dated as of March 17, 2015, Amendment No. 2 to the DIP Financing Agreement, dated as of March 23, 2015, Amendment No. 3 to the DIP Financing Agreement, dated as of April 2, 2015 and Amendment No. 4 to the DIP Financing Agreement, dated as of April 9, 2015 (collectively, the "Amendments"). Each of the Amendments amended the DIP Financing Agreement to extend certain milestone dates, including dates related to the sale of the Company's assets, contained in the DIP Financing Agreement. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, copies of which are filed as exhibits to this Form 8-K and are incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

Certain statements and information included herein may constitute "forward-looking" statements that are generally identifiable through the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project" and similar expressions. The forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update or revise such statements to reflect new information or events as they occur. These statements are based on a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performance and that actual future results may differ materially due to a variety of factors. Factors that could cause the Company's results to differ materially include: (i) the Company's ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, including approval of the proposed sale contemplated by the Agreement; (ii) the Company's ability to operate its business during this process, (iii) the effects of the Company's bankruptcy filing on the Company's business and the interests of various creditors, equity holders and other constituents, (iv) the length of time the Company will operate under the Chapter 11 Cases, (v) risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company's ability to develop and consummate a plan of reorganization, (vi) the potential adverse effects of the Chapter 11 Cases on the Company's liquidity or results of operations, and (vii) other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption "Risk Factors" in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. As a result of these factors, the Company's actual results may differ materially from those indicated or implied by such forward-looking statements.

Cautionary Note Regarding Chapter 11 Cases

The Company's stockholders are cautioned that trading in shares of the Company's equity securities during the pendency of its Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company's equity securities may bear little or no relationship to the actual recovery, if any, by holders of the Company's equity upon wind-up of the Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its equity securities.

Except as required by law, the Company disclaims any obligation to publicly update such statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The ~~exhibits~~exhibit to this Current Report on Form 8-K ~~are~~is listed in the Exhibit Index, which appears at the end of this report and ~~are~~is incorporated by reference herein.

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.

	CAL DIVE INTERNATIONAL, INC.


	By:	/s/ Lisa M. Buchanan
		Lisa M. Buchanan Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

Date: June 1019, 2015

Exhibit Index

Exhibit No.	Description
10.1	Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement dated March 3, 2015, among Cal Dive International, Inc. and Bank of America, N.A., as Administration Agent and L/C Issuer, together with the other lenders party thereto
2.1	Acquisition Agreement by and among Cal Dive International Pte. Ltd., Cal Dive Offshore Contractors, Inc., and Shelf Subsea Services Pte. Ltd., dated as of June 15, 2015.
10.2	Amendment No. 1 to Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement dated March 17, 2015, among Cal Dive International, Inc. and Bank of America, N.A., as Administration Agent and L/C Issuer, together with the other lenders party thereto
10.3	Amendment No. 2 to Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement dated March 23, 2015, among Cal Dive International, Inc. and Bank of America, N.A., as Administration Agent and L/C Issuer, together with the other lenders party thereto
10.4	Amendment No. 3 to Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement dated April 2, 2015, among Cal Dive International, Inc. and Bank of America, N.A., as Administration Agent and L/C Issuer, together with the other lenders party thereto
10.5	Amendment No. 4 to Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement dated April 9, 2015, among Cal Dive International, Inc. and Bank of America, N.A., as Administration Agent and L/C Issuer, together with the other lenders party thereto

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