Hornbeck Offshore Services, Inc. agreed to acquire Helix Energy Solutions Group, Inc. (NYSE:HLX) from a group of shareholders for approximately $520 million in a reverse merger transaction on April 22, 2026. Hornbeck stockholders would receive a fixed exchange ratio of 10.27167 shares of Helix common stock for each share of Hornbeck common stock owned. 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 combined company will operate under the Hornbeck Offshore Services name and trade on the New York Stock Exchange under the ticker symbol ?HOS.? Helix will be required to pay to Hornbeck a termination fee of $40.5 million if the merger agreement is terminated. Hornbeck will be required to pay to Helix a termination fee of $49.5 million if the merger agreement is terminated.

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. The combined company?s headquarters will be in Houston, Texas, and Covington, Louisiana.

The Boards of Directors of both Helix and Hornbeck have unanimously approved the transaction. 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, the satisfaction of other customary closing conditions, the shares of Converted Parent Common Stock issuable in accordance with this agreement shall have been approved for listing on the NYSE, subject to official notice of issuance and The Registration Statement shall have become effective in accordance with the provisions of the Securities Act.

The transaction is expected to create attractive earnings profile with low leverage and strong free cash flow generation.

Goldman Sachs & Co. LLC acted as financial advisor for Helix Energy Solutions Group, Inc. Pursuant to an engagement letter between Helix and Goldman Sachs, Helix has agreed to pay Goldman Sachs a transaction fee of approximately $23.3 million, $4.0 million of which became payable upon the announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction. Travis Wofford, Doug Getten, Jim Marshall, Carlos Solé, Alia Heintz, Ron Aizen, Derek Green, Luke Weedon, Josh Espinosa, Emil Barth, Jeffrey Oliver, David Cardwell, Liz Singleton, Paul Morico and Danny David of Baker Botts L.L.P. acted as legal advisors for Helix Energy Solutions Group, Inc. Barclays Capital Inc. acted as financial advisor for Hornbeck Offshore Services, Inc. Piper Sandler & Co. acted as financial advisor for Hornbeck Offshore Services, Inc. JPMorgan Chase & Co. acted as financial advisor for Hornbeck Offshore Services, Inc. Jonathan Benloulou, Kim Hicks, Walton Dumas, Matthew R. Pacey, Ieuan Adrian List, Mary Kogut, James B. Kelly, David Wheat, Joe Tobias, Stephen M. Jacobson, Brandon A. Newman and Matthew C. Darch of Kirkland & Ellis LLP acted as legal advisors for Hornbeck Offshore Services, Inc. Veriten LLC is serving as an independent strategic advisor to Helix. Okapi Partners LLC acted as information agent to Helix. Okapi Partners LLC will receive an estimated fee of approximately $50,000, plus reasonable out-of-pocket expenses and fees for any additional services. EQ Shareowner Services acted as transfer agent to Helix.