Helix Energy Solutions Grp Inc SEC Filings

Helix Energy Solutions Group, Inc. is soliciting shareholder approval to effect a conversion to a Delaware corporation and complete a two-step merger with Hornbeck Offshore Services, Inc. Under the merger agreement, each outstanding Hornbeck share will convert into 10.27167 shares of Converted Helix Common Stock. The combined company will be renamed “Hornbeck Offshore Services, Inc.” and expected to trade on the NYSE under the ticker HOS. Pro forma ownership is estimated at approximately 65% Helix and 35% Hornbeck on an issued-and-outstanding basis and, on a fully diluted as-converted basis after accounting for Hornbeck options and Jones Act Warrants, approximately 45% Helix and 55% Hornbeck. The special meeting will vote on required merger proposals, related governance and charter provisions, and certain optional proposals; completion is conditioned on shareholder approvals and customary regulatory and listing clearances.

Helix Energy Solutions Group announces progress on integration planning for its proposed merger with Hornbeck Offshore. Management says integration planning is underway, an Integration Committee and Executive Steering Committee have been formed, and advisors are being selected. The companies state the merger is on track to close in the second half of this year and that Helix intends to file a Form S-4 to register Helix shares to be issued in the transaction.

The communication reminds shareholders that a definitive proxy statement/prospectus will be filed and mailed after the registration statement is declared effective, and it contains standard forward-looking statements and customary risk factors.

Helix Energy Solutions Group provides an integration update on its pending merger with Hornbeck Offshore, stating integration planning is underway and the transaction remains on track to close in the second half of this year. Helix says it will file a Form S-4 to register Helix common stock to be issued in the transaction and that a joint Integration Committee and Executive Steering Committee are guiding workstreams and selecting implementation partners. The companies will continue to operate separately until closing.

Helix Energy Solutions Group, Inc. reported results from its May 13, 2026 annual shareholder meeting. Shareholders elected Class III directors Paula Harris, Amy H. Nelson and William L. Transier to three-year terms expiring at the 2029 annual meeting or until their successors are elected and qualified.

Shareholders ratified KPMG LLP as the independent registered public accounting firm for 2026, with 132,170,631 votes for, 447,964 against and 43,805 abstentions. They also approved, on a non-binding advisory basis, the 2025 compensation of named executive officers, with 116,003,801 votes for, 6,593,429 against and 410,193 abstentions.

Helix Energy Solutions Group, Inc. completed the sale of all equity interests in its Gulf of America-focused Shallow Water Abandonment business (Alliance) to C-Dive, a Chouest group company, for 107.5 million cash, subject to customary post-closing adjustments.

The divestiture, signed and closed on May 1, 2026, is intended to sharpen Helix’s strategic focus on deepwater operations, including well intervention, decommissioning, robotics and other offshore services, and is positioned alongside its proposed merger with Hornbeck Offshore Services to build a larger deepwater-focused offshore services platform.

In connection with the transaction, the Alliance companies were released as guarantors under Helix’s December 1, 2023 Indenture via a Second Supplemental Indenture, and the equity purchase agreement includes customary representations, warranties, covenants and indemnity arrangements supported in part by a representations and warranties insurance policy obtained by the purchaser.

Helix Energy Solutions Group, Inc. sold all equity interests in its Gulf of America-focused Shallow Water Abandonment business to C-Dive, LLC (Chouest group) for $107.5 million cash at closing, to be adjusted for working capital and other transaction expenses. The transaction was signed and closed on May 1 and is described as advancing Helix’s strategic focus on deepwater well intervention, robotics and decommissioning. The divestiture follows Helix’s announced agreement to combine with Hornbeck Offshore Services and precedes a planned Form S-4 registration and proxy statement in connection with the proposed merger.

Helix Energy Solutions Group posted a weak first quarter but remains financially strong and is pursuing a transformative merger. Net revenues rose to $287.9M, up 4%, but higher costs drove a net loss of $13.4M, or $(0.09) per share, versus a $3.1M profit a year earlier. Adjusted EBITDA fell to $32.3M from $52.0M, mainly from lower margins in Well Intervention and a swing to loss in Production Facilities after Thunder Hawk workover costs.

Despite softer earnings, operations generated strong cash. Free Cash Flow jumped to $59.0M from $12.0M, lifting cash and equivalents to $501.3M. Long-term debt including current maturities was $303.8M, leaving Net Debt at a net cash position of $(197.5M) and liquidity of $611.7M, including $113.0M of undrawn ABL capacity.

Backlog was about $1.2B, with $551M expected in 2026. Helix agreed to merge with Hornbeck Offshore Services, after converting to a Delaware corporation, with current Helix shareholders expected to own about 45% of the combined company and Hornbeck holders about 55%. The company also suspended buybacks under its $200M repurchase program, leaving $128.4M authorized but inactive.

Helix Energy Solutions Group, Inc. has agreed to merge with Hornbeck Offshore Services, Inc. in a stock-for-stock transaction using a two-step merger structure. Helix will first convert from a Minnesota to a Delaware corporation, with each existing Helix share becoming one share of new Delaware common stock. At closing, each Hornbeck share will convert into the right to receive 10.27167 shares of converted Helix common stock. After the transaction, Helix shareholders are expected to own about 45% and Hornbeck shareholders about 55% of the combined company, which will be renamed Hornbeck Offshore Services, Inc. and remain listed on the NYSE. The combined board will have seven members, four designated by Hornbeck and three by Helix, with William L. Transier serving as chairman. Closing is subject to Helix shareholder approvals, regulatory and antitrust clearances, NYSE listing of the new shares, effectiveness of a Form S-4, and customary accuracy and covenant conditions, including an opinion that the deal qualifies as a tax-free reorganization. The merger agreement includes mutual termination rights, with specified circumstances triggering a $40.5 million fee from Helix or a $49.5 million fee from Hornbeck, and capped expense reimbursements if certain approvals are not obtained. Related registration rights and securityholders agreements provide resale registration, a 180-day lock-up for certain holders, board nomination rights for key shareholders, and multi‑year standstill and transfer restrictions.

Helix Energy Solutions Group, Inc. shared an all-employee message from Hornbeck Offshore leadership announcing a proposed merger to combine Helix and Hornbeck Offshore into a larger, high-spec offshore services company. Helix says it will file a Form S-4 to register Helix common stock to be issued in the transaction; closing is expected in the second half of 2026, subject to a number of approvals and customary closing conditions. The communication describes complementary capabilities across well intervention, decommissioning, robotics, trenching, subsea services, flotel and marine transportation, and identifies integration planning underway between the companies. The release includes standard solicitation disclosures, lists where SEC filings and the proxy statement/prospectus will be available, and contains customary forward-looking statement cautionary language.