HELIX ENERGY SOLUTIONS GROUP INC 8-K

What Happened Helix Energy Solutions Group, Inc. (Parent) announced a definitive Agreement and Plan of Merger with Hornbeck Offshore Services, Inc. (the Company) dated April 22, 2026. The two-step transaction calls for (i) Odyssey Sub, Inc. (a Helix subsidiary) to merge into Hornbeck (First Company Merger) and (ii) immediately after, Hornbeck to merge into Hercules Sub LLC (another Helix subsidiary) with that subsidiary to survive (Second Company Merger). On June 11, 2026 the U.S. Federal Trade Commission granted early termination of the Hart-Scott-Rodino (HSR) 30-day waiting period. The parties expect the transaction to close in the second half of 2026, subject to Parent shareholder approval, remaining regulatory approvals and customary closing conditions. Parent has filed a Form S-4 registration statement (including a proxy statement/prospectus) to register the Parent common stock to be issued in the deal.

Key Details

• Merger Agreement executed April 22, 2026; FTC granted HSR early termination on June 11, 2026.
• Transaction expected to close in the second half of 2026, pending shareholder and other regulatory approvals.
• Parent filed a Form S-4 registering common stock to be issued and including the proxy statement/prospectus; a definitive proxy will be mailed after the registration is declared effective.
• Parent and the Company (and certain directors/officers) may be participants in the solicitation of Parent shareholders.

Why It Matters This 8-K confirms a planned combination between Helix and Hornbeck that will require shareholder votes and SEC filings before closing. The Form S-4/proxy will contain essential details on how the deal is structured and the securities to be issued, so investors should read those documents carefully when available. The filing also highlights customary closing conditions and forward-looking risks (regulatory approvals, integration, possible litigation and other factors) that could affect timing or outcomes — factors investors should monitor as the transaction progresses.