Helix Energy and Hornbeck to Merge into New Company

Helix Energy Solutions Group and Hornbeck Offshore Services 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 transaction is expected to generate $75M 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. 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. 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. 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 Hornbeck. William 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.