Helix Energy (NYSE: HLX) sells shallow water business to C-Dive for 107.5 million
Rhea-AI Filing Summary
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.
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Insights
Helix monetizes a non-core shallow water unit to emphasize deepwater operations.
Helix sold its Gulf of America-focused Shallow Water Abandonment business (Alliance) to C-Dive for 107.5 million cash, with customary post-closing adjustments. Management positions this as part of a broader strategy to center the portfolio on deepwater well intervention, decommissioning, robotics and related offshore services.
The move is framed alongside Helix’s previously announced proposed merger with Hornbeck Offshore Services, which would create a combined company with an expanded high-specification fleet and subsea capabilities. The divestiture reduces shallow-water exposure while the pending merger aims to enlarge deepwater scale, but the net financial impact relative to Helix’s overall size is not quantified here.
Releasing the Alliance entities as guarantors under the December 1, 2023 Indenture via a Second Supplemental Indenture simplifies the capital structure tied to this carved-out business. Actual long-term results will depend on closing and integration of the Hornbeck merger and how effectively Helix redeploys its focus toward deepwater opportunities.
8-K Event Classification
Key Figures
Key Terms
Shallow Water Abandonment business financial
representations and warranties insurance policy financial
Supplemental Indenture regulatory
proxy statement/prospectus regulatory
forward-looking statements regulatory
registration statement on Form S-4 regulatory
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Item 1.01. Entry into a Material Definitive Agreement.
On May 1, 2026, Helix Alliance Decom, LLC, a Delaware limited liability company (“Seller”), a wholly owned subsidiary of Helix Energy Solutions Group, Inc., a Minnesota corporation (NYSE: HLX) (“Helix” or the “Company”), entered into an equity purchase agreement (the “Equity Purchase Agreement”) with C-Dive, L.L.C., a Louisiana limited liability company (“Purchaser”), and completed the sale of all the equity interests of the Alliance group of companies, Helix’s Gulf of America-focused Shallow Water Abandonment business (collectively “Alliance”), to Purchaser for cash consideration of $107.5 million, subject to customary post-closing adjustments (the “Transaction”). Helix was a party to the Equity Purchase Agreement solely for purposes of Sections 6.09(c)(iv) (restrictive covenants) and Section 6.15 (guarantee of Seller’s obligations) under the Equity Purchase Agreement.
The Equity Purchase Agreement contains certain customary representations and warranties of the Seller. The Equity Purchase Agreement also contains customary covenants and agreements. The Purchaser will be able to make claims for losses arising out of breaches of the representations and warranties of Seller against a representations and warranties insurance policy (the “R&W Insurance Policy”) obtained by Purchaser and against Seller with respect to claims for losses arising out of breaches of certain fundamental representations and warranties (after such time, if any, as the R&W Insurance Policy limit has been reached), tax covenant claims and other customary indemnification matters specifically set forth in the Equity Purchase Agreement, in each case, subject to the terms and limitations set forth in the Equity Purchaser Agreement.
The foregoing description of the Equity Purchase Agreement is qualified in its entirety by reference to the full text of the Equity Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with the Transaction, the Alliance group of companies were released as guarantors to the Indenture, dated as of December 1, 2023, by and among Helix, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., pursuant to the Second Supplemental Indenture, dated as of May 1, 2026 (the “Supplemental Indenture”). The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On May 4, 2026, the Company issued a press release announcing the Transaction. The press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
Date: May 4, 2026 | | ||
HELIX ENERGY SOLUTIONS GROUP, INC. | |||
By: | /s/ Erik Staffeldt | ||
Erik Staffeldt | |||
Executive Vice President and Chief Financial Officer | |||
EXHIBIT 99.1
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Helix Energy Solutions Group, Inc. | ● | 3505 W. Sam Houston Parkway N., Suite 400 | ● | Houston, TX 77043 | ● | 281-618-0400 | ● | fax: 281-618-0505 |
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For Immediate Release | | | | | | | 26-008 | |
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Date: May 4, 2026 | Contact: | Erik Staffeldt | | | | | ||
| | | Executive Vice President & CFO | | | |||
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Helix Energy Solutions Sells Shallow Water Abandonment
Business to the Chouest Group
Transaction Supports Helix’s Strategic Focus on Deepwater Operations
HOUSTON, TX — May 4, 2026 — 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.