Helix (NYSE: HLX) plans all-stock merger with Hornbeck Offshore
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Helix Energy Solutions Group is combining with Hornbeck Offshore Services in an all-stock merger to create a premier integrated offshore services company. Hornbeck shareholders are expected to own about 55% and Helix shareholders about 45% of the combined company on a fully diluted basis.
Each Hornbeck share will be exchanged for 10.27167 shares of Helix, in a transaction expected to be tax-free to both shareholder groups and targeted to close in the second half of 2026, subject to Helix shareholder and regulatory approvals. The combined business, to be named Hornbeck Offshore Services and listed on the NYSE under “HOS”, will feature a large deepwater-focused fleet and is expected to generate at least $75 million in annual revenue and cost synergies within three years of closing.
Positive
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Negative
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Insights
Helix and Hornbeck agree to an all-stock merger creating a larger, diversified offshore services platform with targeted synergies.
The combination joins Helix’s well intervention and subsea robotics strengths with Hornbeck’s high-spec offshore vessel fleet, including Jones Act-qualified assets. Governance and leadership are clearly defined, with Todd Hornbeck as CEO and a seven-member board split between both companies.
Ownership will tilt 55% to Hornbeck holders and 45% to Helix holders, reflecting a relative valuation embedded in the fixed 10.27167-for-1 share exchange. Management targets at least $75 million in annual revenue and cost synergies within three years, alongside a pro forma backlog of about $2.0 billion and low leverage around 0.5x 2025 Adjusted EBITDA.
Completion still depends on Helix shareholder approval and regulatory clearances, and the materials highlight typical integration, litigation, customer relationship and macro risks. Future SEC filings, including the planned Form S-4 and proxy statement/prospectus, will provide detailed financials and terms for investors evaluating this transformative transaction.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Post-merger ownership split: 55% Hornbeck / 45% Helix
Share exchange ratio: 10.27167 Helix shares per Hornbeck share
Targeted annual synergies: $75+ million per year
+5 more
8 metrics
Post-merger ownership split
55% Hornbeck / 45% Helix
Ownership of combined company on a fully diluted basis
Share exchange ratio
10.27167 Helix shares per Hornbeck share
Fixed ratio in all-stock merger agreement
Targeted annual synergies
$75+ million per year
Expected revenue and cost synergies within three years post-close
Total backlog
$2.0 billion
Pro forma combined backlog at year-end 2025
Cash at closing
>$500 million
Pro forma cash balance for combined company at closing
Net leverage
0.5x
Pro forma Net Debt / 2025 Adjusted EBITDA
Hornbeck 2025 Adjusted EBITDA
$288 million
Hornbeck 2025A Adjusted EBITDA as of 12/31/2025
Hornbeck 2025 EBITDA margin
40%
Hornbeck 2025A Adjusted EBITDA Margin
Key Terms
all-stock transaction, Form S-4, proxy statement/prospectus, Adjusted EBITDA, +2 more
6 terms
all-stock transaction financial
"entered into a definitive agreement to combine in an all-stock transaction"
An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.
Form S-4 regulatory
"intends to file with the Securities and Exchange Commission a registration statement on Form S-4"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
proxy statement/prospectus regulatory
"The registration statement will include a document that serves as a proxy statement and prospectus"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
Adjusted EBITDA financial
"These non-GAAP financial measures include, but are not limited to, Adjusted EBITDA and Adjusted EBITDA Margin"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
U.S. Jones Act-Qualified vessels financial
"57 U.S. Jones Act-Qualified vessels Represents 78% of Hornbeck’s pro forma fleet"
Multi-Purpose Support Vessels (MPSVs) technical
"15 Multi-Purpose Support Vessels (MPSVs) and 58 Offshore Supply Vessels (OSVs)"
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): April 22, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: 281 -618-0400
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 7.01.
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Regulation FD Disclosure.
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On April 23, 2026, Helix Energy Solutions Group, Inc., a Minnesota corporation (“Parent”) and Hornbeck Offshore Services, Inc., a
Delaware corporation (the “Company”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated April 22, 2026, by and among Parent, the Company, Odyssey Sub, Inc., a Delaware corporation and direct,
wholly owned subsidiary of Parent (“Parent Sub”) and Hercules Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Parent (“LLC Sub”) pursuant to which, upon the terms and subject to the conditions set
forth therein, (i) Parent Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Surviving Corporation”) (the “First Company Merger”) and (ii) immediately following the First Company
Merger, the Surviving Corporation will merge with and into LLC Sub (the “Second Company Merger” and, together with the First Company Merger, the “Mergers”), with LLC Sub continuing as the surviving entity. In addition, on April 23,
2026, the parties made available an investor presentation regarding the Mergers.
Copies of the press release and investor presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.
The information contained in Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing of the registrant,
whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Parent intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 to
register the common stock of Parent to be issued in connection with the proposed transaction. The registration statement will include a document that serves as a proxy statement and prospectus of Parent (the “proxy
statement/prospectus”), and Parent will file other documents regarding the proposed transaction with the SEC. This document is not a substitute for the registration statement, the proxy statement/prospectus, or any other document that Parent
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 PARENT AND THE COMPANY, THE PROPOSED TRANSACTION, 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 Parent (the “Parent 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 Parent 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 Parent, including the proxy statement/prospectus (when available), will be available free of charge from
Parent’s website at helixesg.com under the “Investors” tab.
Participants in the Solicitation
Parent and certain of its directors and executive officers, and the Company and certain of its directors and executive officers, may be deemed to be participants in the
solicitation of proxies from the Parent Shareholders with respect to the proposed transaction under the rules of the SEC. Information regarding the names, affiliations and interests of certain of Parent’s directors and executive officers in the
solicitation by reading Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 26, 2026, Parent’s subsequent Quarterly Reports on Form 10-Q filed with the SEC, Parent’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 transaction 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 Parent Shareholders in connection with the
proposed transaction, 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 report, including the exhibits attached hereto, contains forward-looking statements. All statements, other than statements of present or historical fact included in
this report, regarding Parent’s proposed merger with the Company, Parent’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy,
future operations, estimated financial position, estimated revenues and earnings, 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: Parent’s and the Company’s expectations, hopes, beliefs, intentions or strategies regarding the completion of the proposed transaction 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 transaction; timeline and ability to realize anticipated benefits of the proposed transaction (including expected synergies
and balance sheet balances); and governance of the combined company. These forward-looking statements are based largely on Parent’s and the Company’s current expectations. These forward-looking statements involve known and unknown risks,
uncertainties and other important factors that may cause Parent’s or the Company’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 transaction, including the effects of any outcomes related thereto; the risk that disruptions from the proposed transaction
(including the ability of certain customers to terminate or amend contracts upon a change of control) will harm Parent’s or the Company’s business, including current plans and operations, including during the pendency of the proposed transaction;
the ability of Parent or the Company 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 of business
operations to completion of the proposed transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; legislative, regulatory and economic developments;
potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Parent’s or the Company’s financial performance as well as unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, losses, synergies, economic performance, indebtedness, financial condition, future prospects, business and management strategies, expansion and growth of Parent’s or the Company’s businesses; the
inability of Parent and the Company to achieve expected synergies from the transaction 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 Parent and the Company of the Mergers; the inability to successfully integrate the Company’s operations with
those of Parent without unexpected cost or delay; certain restrictions during the pendency of the proposed transaction that may impact Parent’s or the Company’s ability to pursue certain business opportunities or strategic transactions; the
possibility that the proposed transaction 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 transaction, including in circumstances requiring Parent or the Company to pay a termination fee and expense reimbursement; the risk that Parent’s or the Company’s share price may decline significantly if the proposed transaction 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
Parent’s filings with the SEC. In addition, Parent and the Company caution you that the forward-looking statements contained in this report are subject to the following factors: (i) the occurrence of any event, change or other circumstances that
could delay the proposed transaction or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Parent or the Company following announcement of the proposed
transaction; (iii) the inability to complete the proposed transaction due to the failure to obtain approval of the shareholders of Parent or the Company, or other conditions to closing in the merger agreement; (iv) the risk that the proposed
transaction disrupts Parent’s or the Company’s current plans and operations as a result of the announcement of the proposed transaction; (v) Parent’s and the Company’s ability to realize the anticipated benefits of the proposed transaction, which
may be affected by, among other things, competition and the ability of Parent and the Company to grow and manage growth profitably following the proposed transaction; and (vi) costs related to the proposed transaction. The forward-looking
statements in this report are based upon information available to Parent and the Company as of the date of this report and, while Parent and the Company 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, Parent and the Company do not plan to publicly update or revise any forward-looking statements contained in this report,
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 Parent’s periodic filings with the
SEC, including Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Parent’s subsequent Quarterly Reports on Form 10-Q and in the Form S-4, when filed. Parent’s SEC filings are available publicly on the SEC’s website at
www.sec.gov.
No Offer or Solicitation
This report 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
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Description
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99.1
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Press Release, dated April 23, 2026
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99.2
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Fourth Quarter 2025 Investor Presentation
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Date: April 23, 2026
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HELIX ENERGY SOLUTIONS GROUP, INC.
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By:
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/s/ Erik Staffeldt
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Erik Staffeldt
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Executive Vice President and Chief Financial Officer
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Exhibit 99.1
Helix and Hornbeck to Combine to Create a Premier Integrated Offshore Services Company
Transaction Brings Together Two Industry Leaders with Complementary Businesses and Geographic Presence, Providing Deepwater Life-of-Field Services
Forms Diversified and Expanded High Specification Fleet, Furthering Deep Technical Expertise
Portfolio will Provide Innovative and Integrated Solutions across Deepwater Energy, Defense and Renewables Industries, Offering Additional Runway
for Growth
Well-Positioned for Future Growth and Sustained Shareholder Value Creation Supported by Increased Scale, Balance Sheet Strength and Robust Free Cash
Flow Generation
Expected to Generate $75 Million or More in Annual Revenue and Cost Synergies
Combined Company will Operate Under Hornbeck Offshore Services and Trade on NYSE Under “HOS”
Companies to Host Joint Conference Call Today at 7:00 a.m. CT / 8:00 a.m. ET
HOUSTON and COVINGTON, La. – April 23, 2026 –
Helix Energy Solutions Group, Inc. ("Helix") (NYSE: HLX) and Hornbeck Offshore Services, Inc. ("Hornbeck") today announced they have entered into a definitive agreement to combine in an all-stock transaction, establishing a premier integrated
offshore services company. Upon closing of the transaction, Hornbeck shareholders will own approximately 55% and Helix shareholders will own approximately 45% of the combined company on a fully diluted basis.
The strategic combination will 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, including trenching subsea pipelines and cables. The combined company will provide innovative and integrated subsea and marine transportation solutions to customers
across deepwater energy, defense and renewables. Combining Helix’s well intervention assets and robotics with Hornbeck’s specialty and ultra-high specification offshore support vessels will form a complementary, end-to-end service offering that
materially expands the combined company’s ability to meet a broader share of customers’ deepwater needs. Together, Helix and Hornbeck will have a multi-faceted service portfolio that spans the entire life-cycle of deepwater fields, improves macro
resilience and increases exposure to specialty non-oilfield markets.
“In merging two proven industry leaders with industry-leading teams, assets and offerings, this transaction creates a global deepwater vessel and services company with
the scale and capabilities to deliver sustainable, long-term growth,” said Owen Kratz, President and Chief Executive Officer of Helix. “This combination is a compelling opportunity to enhance value for Helix’s shareholders, building on our momentum
as one of the world’s premier marine service contractors.”
“We are confident that by capitalizing on each company’s unique expertise, we will unlock meaningful strategic and operational benefits that enhance our ability to serve
customers worldwide and drive significant shareholder value creation,” said Todd M. Hornbeck, Chairman, President and Chief Executive Officer of Hornbeck. “The combined company will be a growth‑oriented company driven by the desire to provide
innovative, high-quality, value-added business solutions with an emphasis on safety and an entrepreneurial culture.”
Strategic and Financial Benefits of the Transaction
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Combines two deepwater‑focused leaders with complementary capabilities: The combined company creates a scaled, life-of-field business providing engineered solutions spanning the offshore oil and gas, defense and renewables industries, aimed at reducing cyclicality and through-cycle
earnings volatility, while enabling flexible global asset deployment where demand is strongest.
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Expands global presence with strong exposure to key offshore markets: Helix’s global presence in the West Africa, Asia Pacific and North Sea regions, as well as the United States and Brazil, and Hornbeck’s concentration in the Americas, including Brazil and Mexico, enhances a
global footprint spanning the key offshore basins worldwide. The combined company’s footprint will include cabotage-protected markets and will have direct access to leading offshore customers, enabling the delivery of premier deepwater
services through technologically advanced assets.
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Expects to create attractive earnings profile with low leverage and strong free cash flow
generation: The combined company is expected to be well-capitalized with a strong balance sheet, low leverage and significant cash at closing to further the execution of the combined company’s
value-driven strategy. This financial strength and projected substantial free cash flow generation will provide significant flexibility for organic growth or other strategic M&A to increase long-term shareholder value creation.
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Expects to generate solid revenue and cost synergies: The transaction is expected to generate $75 million or more in annual revenue and cost synergies within three years following the transaction close. The synergies
are expected to result from combined and integrated service offerings, as well as expanding services offered to existing customers, driving revenue pull-through. The scale of the combined company’s fleet enables asset optimization,
reducing reliance on third-party vessel charters and delivering efficiencies across maintenance, procurement and operations.
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Aligned cultures and a proven leadership team dedicated to supporting a seamless integration: Helix and Hornbeck share core values of integrity, operational excellence, teamwork and innovation. These values will be reflected in the combined company’s focus on health, safety, personal responsibility,
environmental protection, and financial and operational performance.
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Leadership, Governance and Headquarters
Following the completion of the transaction, Todd M. Hornbeck will serve as President and Chief Executive Officer of the combined company. The combined company’s Board of
Directors will comprise seven directors, three of whom will be from Helix and four from Hornbeck, including Mr. Hornbeck. William L. Transier will serve as Chairman of the combined company’s Board.
Post closing, the combined company will operate under the Hornbeck Offshore Services name and trade on the New York Stock Exchange under the ticker symbol “HOS.” The
combined company’s headquarters will be in Houston, Texas, and Covington, Louisiana.
Transaction Details
Under the terms of the agreement, which have been approved by the Boards of Directors of both Helix and Hornbeck, Hornbeck stockholders would receive a fixed exchange
ratio of 10.27167 shares of Helix common stock for each share of Hornbeck common stock owned.
The merger is expected to be tax-free to shareholders of both companies.
Approvals and Closing
Parties representing a significant portion of the ownership of Hornbeck, including Ares Management funds, delivered today their written consent approving the transaction.
The transaction is expected to close in the second half of 2026, subject to approval by Helix shareholders, the receipt of applicable regulatory approvals and the satisfaction of other customary closing conditions.
Conference Call and Additional Materials
Helix and Hornbeck will host a joint conference call today to discuss the transaction and Helix’s first quarter 2026 results at 7:00 a.m. Central Time / 8:00 a.m. Eastern
Time, two hours earlier than the previously announced first quarter 2026 results conference call.
The conference call will be available via webcast on the investor relations section of each company's website at https://helixenergysolutionsgroupinc.gcs-web.com/
and https://ir.hornbeckoffshore.com/. Associated presentation materials will also be available for viewing on the same website prior to the call.
The conference call can also be accessed by dialing 1-800-715-9871 within the United States or 1-646-307-1963 outside the United States. The passcode is “Staffeldt.” A
replay of the webcast will be available on each company’s website shortly after the completion of the call.
Advisors
Goldman Sachs & Co. LLC. is serving as financial advisor to Helix, and Veriten LLC is serving as an independent strategic advisor. Baker Botts L.L.P. is serving as
legal counsel to Helix.
Barclays, Piper Sandler & Co. and J.P. Morgan are acting as financial advisors to Hornbeck, and Kirkland & Ellis LLP is serving as its legal counsel.
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.
About Hornbeck
Hornbeck Offshore Services, Inc., headquartered in Covington, Louisiana, is a leading provider of technologically advanced, high specification offshore service vessels to
the energy industry primarily in the Gulf of America and Latin America, as well as to the U.S. government, offshore wind and other non-oilfield customers.
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, 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 transaction. 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 transaction 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 TRANSACTION, 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 transaction 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 transaction 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
transaction, 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 transaction, the benefits of the transaction 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 transaction 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 transaction; timeline and ability to realize anticipated benefits of the proposed transaction (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 transaction, including the effects of any outcomes related thereto; the risk that disruptions from the proposed transaction (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 transaction; 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
transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; legislative, regulatory and economic developments; potential business uncertainty, including
changes to existing business relationships, during the pendency of the proposed transaction 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 transaction 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 transaction that may impact Helix’s or Hornbeck’s ability to pursue certain business opportunities or strategic transactions; the possibility that the proposed transaction 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 transaction, 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 transaction 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 transaction 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 transaction; (iii) the inability to complete the proposed transaction 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 transaction disrupts Helix’s or Hornbeck current plans and operations as a result of the
announcement of the proposed transaction; (v) Helix’s and Hornbeck’s ability to realize the anticipated benefits of the proposed transaction, 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 transaction; and (vi) costs related to the proposed transaction. 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
Helix Contacts
Investors
Erik Staffeldt, Executive Vice President and CFO
Phone: 281-618-0400
Email: InvestorRelations@heilxesg.com
Media
Michael Freitag / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Hornbeck Contacts
Todd Hornbeck, CEO
Jim Harp, CFO
Hornbeck Offshore Services
985-727-6802
Email: IR@hornbeckoffshore.com
Exhibit 99.2
FAQ
What did Helix Energy Solutions (HLX) announce with Hornbeck Offshore?
Helix Energy Solutions and Hornbeck Offshore agreed to combine in an all-stock merger. The deal will create a larger integrated offshore services company spanning well intervention, subsea robotics and high-specification vessels, targeting significant operating and revenue synergies across energy, defense and renewables markets.
How will ownership be split in the Helix and Hornbeck merger?
After closing, Hornbeck shareholders are expected to own about 55% of the combined company and Helix shareholders about 45%, on a fully diluted basis. This split reflects the agreed exchange ratio and relative valuations embedded in the all-stock structure of the transaction.
When is the Helix and Hornbeck merger expected to close?
The companies expect the merger to close in the second half of 2026. Completion depends on Helix shareholder approval, required regulatory clearances and satisfaction of customary closing conditions, as outlined in the merger agreement and related disclosure materials provided to investors.
What synergies are targeted in the Helix–Hornbeck combination?
Management expects the combined company to generate at least $75 million in annual revenue and cost synergies within three years of closing. These are anticipated from integrated service offerings, fleet optimization, reduced chartering, procurement efficiencies and general and administrative cost rationalization across the enlarged offshore platform.
What will the combined Helix and Hornbeck company be called and where will it trade?
After closing, the combined business will operate under the Hornbeck Offshore Services name. Its shares are expected to trade on the New York Stock Exchange under the ticker symbol “HOS,” while the Helix brand will be retained specifically for well intervention services within the broader portfolio.