Filed by Helix Energy Solutions Group, Inc. pursuant to
Rule 425 under the Securities Act of 1933,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Helix Energy Solutions Group, Inc.
Commission File No.: 001-32936
Helix Energy Solutions Sells Shallow Water Abandonment Business to the Chouest Group
Transaction Supports Helix’s Strategic Focus on Deepwater Operations
HOUSTON—(BUSINESS WIRE)—Helix Energy Solutions Group, Inc. (“Helix”) (NYSE: HLX) announced today the sale of all of the equity interests of its Gulf of America-focused Shallow Water Abandonment business to C-Dive, LLC, a member of the Chouest
group of companies, for $107.5 million cash at closing, to be adjusted for working capital and other transaction expenses.
The divestiture, which was signed and closed May 1, follows Helix’s recent announcement of its entry into a definitive agreement with Hornbeck Offshore Services, Inc. ("Hornbeck") to combine to create a recognized leader in offshore operations
through a diversified and expanded high-specification fleet of specialty vessels, supported by subsea robotics, well intervention and technical service capabilities. The sale of the Shallow Water Abandonment business furthers Helix’s strategic focus
on deepwater operations, with a company combined with Hornbeck to provide innovative and integrated subsea and marine transportation solutions to customers across deepwater energy, defense and renewables.
Scotty Sparks, Helix’s Executive Vice President and Chief Operating Officer, stated, “This transaction sharpens Helix’s focus on deepwater well intervention and decommissioning, robotics and other offshore services as part of our larger global
strategy. We are pleased with our accomplishments since acquiring the Shallow Water Abandonment business, as we achieved record financial performance, made improvements in processes and systems, and emphasized safety culture. We believe the Chouest
Group will serve as a strategic owner well positioned to capitalize on this positive momentum and continue the long-term growth of that business.”
About Helix
Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and
decommissioning operations. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. For more
information about Helix, please visit www.helixesg.com.
Important Information About the Proposed Merger and Where to Find It
In connection with the proposed merger between Helix and Hornbeck, Helix intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 to register the common stock of Helix (“Helix Shares”) to be issued
in connection with the proposed merger. The registration statement will include a document that serves as a proxy statement and prospectus of Helix (the “proxy statement/prospectus”), and Helix will file other documents regarding the proposed merger
with the SEC. This document is not a substitute for the registration statement, the proxy statement/prospectus, or any other document that Helix may file with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HELIX AND HORNBECK, THE PROPOSED MERGER, THE RISKS RELATED THERETO, AND RELATED MATTERS.
After the registration statement has been declared effective, a definitive proxy statement will be mailed to the shareholders of Helix (the “Helix Shareholders”). Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus, as each may be amended or supplemented from time to time, and other relevant documents filed by Helix with the SEC (if and when they become available) through the website maintained by the
SEC at www.sec.gov. Copies of documents filed with the SEC by Helix, including the proxy statement/prospectus (when available), will be available free of charge from Helix’s website at helixesg.com under the “Investors”
tab.
Participants in the Solicitation
Helix and certain of its directors and executive officers and Hornbeck and certain of its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the Helix Shareholders with respect to the proposed
merger under the rules of the SEC. Information regarding the names, affiliations and interests of certain of Helix’s directors and executive officers in the solicitation by reading Helix’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025 filed with the SEC on February 26, 2026, Helix’s subsequent Quarterly Reports on form 10-Q filed with the SEC, Helix’s definitive proxy statement for the 2026 annual meeting of shareholders filed with the SEC on April 1, 2026 and the proxy
statement/prospectus and other relevant materials filed with the SEC in connection with the proposed merger when they become available. Free copies of these documents may be obtained as described in the paragraphs above. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Helix Shareholders in connection with the proposed merger, including a description of their direct and indirect interests, by security holdings or
otherwise, will also be set forth in the proxy statement/prospectus and other relevant materials when filed with the SEC.
Forward-Looking Statements
This communication contains forward-looking statements. All statements, other than statements of present or historical fact included in this communication, regarding Helix’s proposed merger with Hornbeck, Helix’s ability to consummate the proposed
merger, the benefits of the proposed merger and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, estimated synergies,
projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ
materially. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these
identifying words, and the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements regarding: Helix’s and Hornbeck’s expectations, hopes, beliefs,
intentions or strategies regarding the completion of the proposed merger on the anticipated terms and timing, or at all, including obtaining regulatory and shareholder approvals, and the satisfaction of other conditions to the completion of the
proposed merger; timeline and ability to realize anticipated benefits of the proposed merger (including expected synergies and balance sheet balances); and governance of the combined company. These forward-looking statements are based largely on
Helix’s and Hornbeck’s current expectations. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause Helix’s or Hornbeck’s actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks related to potential litigation relating to the proposed merger, including the effects of any
outcomes related thereto; the risk that disruptions from the proposed merger (including the ability of certain customers to terminate or amend contracts upon a change of control) will harm Helix’s or Hornbeck’s business, including current plans and
operations, including during the pendency of the proposed merger; the ability of Helix or Hornbeck to retain and hire key personnel, to retain customers or maintain relationships with their respective suppliers and customers; the diversion of
management’s time and attention from ordinary course business operations to completion of the proposed merger; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger;
legislative, regulatory and economic developments; potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed merger that could affect Helix’s or Hornbeck’s financial performance as well
as unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of Helix’s or
Hornbeck’s businesses; the inability of Helix and Hornbeck to achieve expected synergies from the proposed merger or that it may take longer or be more costly than expected to achieve those synergies; an inability to de-leverage on the expected
timeline, or at all; the imposition of any terms and conditions on any required governmental and regulatory approvals that could reduce the anticipated benefits to Helix and Hornbeck of the acquisition; the inability to successfully integrate
Hornbeck’s operations with those of Helix without unexpected cost or delay; certain restrictions during the pendency of the proposed merger that may impact Helix’s or Hornbeck’s ability to pursue certain business opportunities or strategic
transactions; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the occurrence of any event, change or other circumstance that could give rise to the
termination of the proposed merger, including in circumstances requiring Helix or Hornbeck to pay a termination fee and expense reimbursement; the risk that Helix’s or Hornbeck’s share price may decline significantly if the proposed merger is not
consummated; there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses; actions by governments, regulatory authorities, customers, suppliers and partners; market conditions; results from
acquired properties; demand for services; the performance of contracts by suppliers, customers and partners; operating hazards and delays, which includes delays in delivery, chartering or customer acceptance of assets or terms of their acceptance;
ultimate ability to realize current backlog; employee management issues; complexities of global political and economic developments; geologic risks; volatility of oil and gas prices and other risks described from time to time in Helix’s filings with
the SEC. In addition, Helix and Hornbeck caution you that the forward-looking statements contained in this communication are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the
proposed merger or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Helix or Hornbeck following announcement of the proposed merger; (iii) the inability to
complete the proposed merger due to the failure to obtain approval of the shareholders of Helix or Hornbeck, or other conditions to closing in the merger agreement; (iv) the risk that the proposed merger disrupts Helix’s or Hornbeck current plans and
operations as a result of the announcement of the proposed merger; (v) Helix’s and Hornbeck’s ability to realize the anticipated benefits of the proposed merger, which may be affected by, among other things, competition and the ability of Helix and
Hornbeck to grow and manage growth profitably following the proposed merger; and (vi) costs related to the proposed merger. The forward-looking statements in this press release are based upon information available to Helix and Hornbeck as of the date
of this press release and, while Helix and Hornbeck believe such information forms a reasonable basis for such statements, these statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Except as required
by applicable law, Helix and Hornbeck do not plan to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise. Additional information concerning
these and other factors that may impact the operations and projections discussed herein can be found in Helix’s periodic filings with the SEC, including Helix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Helix’s
subsequent Quarterly Reports on Form 10-Q and in the Form S-4, when filed. Helix’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Contacts
Erik Staffeldt, Executive Vice President and CFO
email: InvestorRelations@helixesg.com
Ph: 281-618-0400
