HELIX ENERGY SOLUTIONS GROUP INC 8-K

What Happened

• On April 22, 2026, Helix Energy Solutions Group, Inc. (HLX, “Parent”) and Hornbeck Offshore Services, Inc. (the “Company” or Hornbeck) signed an Agreement and Plan of Merger calling for a two-step merger (Parent Sub into Hornbeck, then Hornbeck into a Helix LLC subsidiary). After closing the combined company will be renamed Hornbeck Offshore Services, with common stock remaining listed on the NYSE.
• Under the agreement each outstanding Hornbeck share will convert into the right to receive 10.27167 shares of Helix’s post-conversion common stock (Parent is converting from Minnesota to Delaware and Parent shares convert 1:1 into “Converted Parent Common Stock”). On a fully diluted basis Helix expects current Helix shareholders to own ~45% and current Hornbeck shareholders ~55% of the Combined Company.
• The Hornbeck board unanimously approved the transaction and a majority of Hornbeck shares entitled to vote adopted the merger by written consent shortly after signing.

Key Details

• Closing conditions include shareholder approvals (certain Helix vote matters), expiration/termination of HSR and other regulatory waiting periods, NYSE listing approval for Converted Parent Common Stock, SEC declaration of effectiveness of an S-4 registration statement, and a tax opinion that the mergers qualify as a Section 368(a) reorganization.
• Governance: Combined board will have seven directors — four designated by Hornbeck and three by Helix. William L. Transier (Helix designee) will serve as chair of the Combined Company board; Bobby Jindal (Hornbeck designee) will chair the Compensation Committee.
• Treatment of equity: Hornbeck and Helix RSUs/PRSUs will be converted into rights to receive Converted Parent shares, Hornbeck options will vest and convert, and warrants will be assumed or converted (Jones Act warrants handled per restrictions).
• Termination fees and timing: If the deal does not close by Dec 31, 2026 (with a possible 180‑day extension for regulatory clearances), termination rights apply. Parent may owe Hornbeck a termination fee of $40,500,000 in some cases; Hornbeck may owe Parent $49,500,000 in other cases. If Parent shareholders don’t approve required vote, Parent may have to pay Hornbeck’s documented out‑of‑pocket costs up to $13,500,000.
• Post-closing investor agreements: A Registration Rights Agreement (files S‑4/registration & 180‑day lock‑up) and a Securityholders Agreement (board nomination rights for certain investors and standstill/transfer restrictions) were also executed.

Why It Matters

• This is a definitive merger that creates a combined company using the Hornbeck name and shifts ownership roughly 55% to Hornbeck shareholders and 45% to current Helix shareholders, which will materially change equity stakes and governance.
• Investors should note the share-exchange ratio (10.27167 Helix shares per Hornbeck share), potential dilution from the share issuance, required regulatory and shareholder approvals, the timeline (targeted to close by end of 2026 unless extended), and the existence of sizeable termination fees — all factors that affect deal certainty and investor outcomes.
• The filing also outlines how employee equity and warrants will be treated and includes registration and lock‑up provisions for resale of combined-company shares; more details will be in the Form S‑4 and the proxy statement/prospectus when filed and declared effective.