Form 8-K
8-K — HELIX ENERGY SOLUTIONS GROUP INC
Accession: 0001140361-26-016264
Filed: 2026-04-23
Period: 2026-04-22
CIK: 0000866829
SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ef20071265_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ef20071265_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (ef20071265_ex99-2.htm)
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8-K
8-K (Primary)
Filename: ef20071265_8k.htm · Sequence: 1
false000086682900008668292026-04-222026-04-22
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
HELIX ENERGY SOLUTIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
Minnesota
001-32936
95-3409686
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3505 West Sam Houston Parkway North
Suite 400
Houston, Texas
77043
(Address of principal executive offices)
(Zip Code)
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:
☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
HLX
New York Stock Exchange
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. ☐
Item 7.01.
Regulation FD Disclosure.
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.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press Release, dated April 23, 2026
99.2
Fourth Quarter 2025 Investor Presentation
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
Date: April 23, 2026
HELIX ENERGY SOLUTIONS GROUP, INC.
By:
/s/ Erik Staffeldt
Erik Staffeldt
Executive Vice President and Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ef20071265_ex99-1.htm · Sequence: 2
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
•
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.
•
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.
•
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.
•
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.
•
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.
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
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: ef20071265_ex99-2.htm · Sequence: 3
Exhibit 99.2
Creating a Premier Integrated Offshore Services Company April 23, 2026
Disclaimer Forward-Looking Statements This presentation contains forward-looking
statements. All statements, other than statements of present or historical fact included in this presentation, regarding Helix Energy Solutions Group, Inc.’s (“Helix”) proposed merger with Hornbeck Offshore Services, Inc. (“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 Securities and
Exchange Commission (“SEC”). In addition, Helix and Hornbeck caution you that the forward-looking statements contained in this presentation 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 presentation are based upon information available to Helix and Hornbeck as of the date of this presentation 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
presentation, 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. 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 shareholders of Helix (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 (as defined below) 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. Important Information About the Proposed Transaction and Where to Find It In connection with the proposed transaction, Helix intends to file with the SEC a registration statement on Form S-4 to register the
common stock of Helix 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 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. No Offer or Solicitation This presentation 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 Non-GAAP Financial Measures This presentation contains certain financial measures not presented in accordance with U.S. generally accepted accounting principles ("GAAP"), including, but not limited to, Adjusted EBITDA and
Adjusted EBITDA Margin. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the financial results of Helix, Hornbeck or
the pro forma combined company if the proposed transaction is consummated. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability,
liquidity or performance under GAAP. You should be aware that the presentation of these measures may not be comparable to similarly-titled measures used by other companies. A reconciliation of these non-GAAP financial measures to the most
directly comparable GAAP measure is included in the Appendix to this presentation. Helix and Hornbeck's management teams believe the non-GAAP financial measures contained in this presentation provide useful information to the management teams
and investors regarding certain financial and business trends relating to Helix and Hornbeck's respective financial conditions and results of operations. However, these non-GAAP financial measures are subject to inherent uncertainty and reflect
the exercise of judgments by Helix and Hornbeck's management teams about which items of expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to the Appendix to this presentation for
additional information about the items of expense and income that are included in determining the non-GAAP financial measures contained in this presentation and for a reconciliation of non-GAAP financial measures contained in this presentation
to the most directly comparable GAAP measure.
Today’s Presenters Scotty Sparks Executive Vice President and COO Todd
Hornbeck President, CEO and Chairman Erik Staffeldt Executive Vice President and CFO Jim Harp Executive Vice President and CFO William Transier Chairman of the Board
Combination Rationale Combines Two Market Leaders Into an Integrated Deepwater
Offshore Services Platform Complementary Businesses Expanded Service Offerings and Customer Diversification Growth Platform with Scale Significant Revenue and Cost Synergies Aligned Cultures and Proven Leadership Team + Well
Intervention, Subsea Robotics and Technical Services High-Specification Fleet of Specialty Vessels The Combined Company will be renamed Hornbeck Offshore Services and trade on the NYSE under the Ticker Symbol “HOS”
Transaction Summary Transaction Structure All-stock transaction Pre-merger
Helix shareholders will own 45% and pre-merger Hornbeck shareholders will own 55% of the combined company Leadership and Governance Todd Hornbeck will serve as CEO William Transier will serve as Chairman 7-member board with 3 Directors
from Helix and 4 Directors from Hornbeck Headquarters and Listing Company will be headquartered in Houston, TX and Covington, LA Combined Company to be named Hornbeck Offshore Services and will trade on the NYSE under the ticker symbol
“HOS”; Helix brand to be retained for Well Intervention Services Timing Transaction approved by directors of both boards Hornbeck principal stockholders (including funds affiliated with Ares) have approved the transaction Helix shareholder
approval required Transaction expected to close in the second half of 2026, subject to regulatory, Helix shareholder and other customary approvals 15 Multi-Purpose Support Vessels (MPSVs)(1) 58 Offshore Supply Vessels (OSVs) 7 Well
Intervention Vessels 48 Robotics and Trenching Assets $2.0bn Total Backlog YE 2025 100+(1) Total Vessels > $500mm Cash at Closing 0.5x Leverage Current Net Debt(2) / 2025A Adjusted EBITDA(3),(4) Select Combination
Highlights Includes 2 new build Multi-Purpose Support Vessels. Pro Forma Net Debt as of 12/31/2025. Excludes potential synergies. Reflects the sum of Hornbeck 2025 Adjusted EBITDA plus Helix 2025 Adjusted EBITDA as of 12/31/2025. Hornbeck
Adjusted EBITDA and Helix Adjusted EBITDA are non-GAAP financial measures. See Appendix for reconciliations. Helix defines Adjusted EBITDA as earnings before income taxes, net interest expense, depreciation and amortization expense, net other
income or expense, gains or losses on disposition of assets, long-lived asset impairment losses, acquisition and integration costs, gains or losses related to convertible senior notes, the change in fair value of contingent consideration, and
the general provision for (release of) current expected credit losses, if any. Hornbeck defines Adjusted EBITDA as earnings before interest, income taxes, depreciation and amortization adjusted for gains or losses on early extinguishment of
debt, postponed offering costs, stock-based compensation expense, interest income and excludes non-cash gains or losses on the fair value adjustment of liability-classified warrants.
Stronger and More Competitive Together 2025 Revenue 2025 EBITDA(1) Incremental
Drivers Helix Today Pro Forma Combined > $500mm Cash at Closing 2 Newbuild Multi-Purpose Support Vessels 21 Vessels Available for Reactivation Before Synergies Incremental Growth Levers +106% +56% Before Synergies Reflects the
sum of Hornbeck 2025 Adjusted EBITDA plus Helix 2025 Adjusted EBITDA as of 12/31/2025. Hornbeck Adjusted EBITDA and Helix Adjusted EBITDA are non-GAAP financial measures. See footnote 4 at slide 5 for the definitions of Hornbeck Adjusted EBITDA
and Helix Adjusted EBITDA, respectively. See Appendix for reconciliations. Hornbeck Helix
Hornbeck at a Glance Includes the MPSV HOS Rocinante that was recently placed in
service in November 2025; does not include four non-owned managed OSVs. Represents Hornbeck 2025 Adjusted EBITDA and Hornbeck 2025 Adjusted EBITDA Margin as of 12/31/2025. Hornbeck Adjusted EBITDA and Hornbeck Adjusted EBITDA Margin are
non-GAAP financial measures. See footnote 4 at slide 5 for the definition of Hornbeck Adjusted EBITDA. Hornbeck defines Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. See Appendix for reconciliations. Reflects the fair
market value and replacement value provided by VesselsValueTM for pro forma fleet of 58 OSVs and 15 MPSVs as of April 2026. Based on a 35-year economic useful life. 57 U.S. Jones Act-Qualified vessels Represents 78% of Hornbeck’s pro forma
fleet of 73 vessels +2 = 73 New MPSVs expected to be delivered in 2027 ~$288mm 2025A Adjusted EBITDA(2) 40% 2025A Adjusted EBITDA Margin(2) Company Overview Hornbeck by the Numbers Tailored subsea and logistics solutions that address
a broad spectrum of unique customer “life-of-field” requirements Leading Deepwater High - and Ultra High-Spec footprint across the U.S. GoA, Mexico, the Caribbean, Northern South America and Brazil High barriers to entry with key legislative
flag protections, such as the U.S. Jones Act Diversified revenue base at market-leading dayrates with large, blue-chip customers Proven, consistent operational performance with an unwavering commitment to safety One of the preeminent,
market-leading providers of deepwater Ultra High-Spec marine transportation services to a broad range of offshore energy, infrastructure and defense customers 71 Vessels in Current Fleet 58 Multi-class Offshore Support Vessels (“OSVs” or
“PSVs”) 13 Multi-Purpose Support Vessels (“MPSVs”)(1) 20+ Year Average expected remaining economic useful life of currently active fleet(4) $5.8B Total Fleet Replacement Value(3) $2.7B Appraised Fair Value(3)
Global Presence in Key Offshore Markets Transaction Merges Two Industry Leaders
with Complementary Businesses and Geographic Presence providing Diversified Services to the Full Deepwater Life Cycle Revenue by Region(1) Source of world map – slide is an image copy to crop top of map Represents 2025 revenue as of
12/31/2025. Hornbeck Helix
Drilling Support Oilfield Specialty Military & Other Non-Oilfield
Decommissioning Subsea IRM Integration of complementary service offerings increases customer relevance and creates unique cross-selling opportunities that drive growth and improve margins Combined fleet of vessels and specialty equipment
enables comprehensive suite of combined services as a “one stop shop” for customers while enhancing profitability through asset optimization and scale Oil and Gas Non – Oil and Gas Operational logistics for submarine fleet Submarine rescue,
training & support Long range acoustic survey support Autonomous vessels Defense Offshore wind farm survey & installation support Windfarm operation and maintenance support Submarine cable survey Bubble curtains / Boulder and
Unexploded Ordinance (UXO) removal Renewable Energy Rocket component landing and recovery platform Vessel support for testing and retrieval Aerospace Hurricane relief Aircraft disasters Vessel salvage operations Environmental
response Humanitarian Assistance and Disaster Relief (HADR) Drilling Support Oilfield Specialty Well Intervention & Decommissioning Subsea Services / Inspection Repair and Maintenance (IRM) 2025 Revenue Mix Complementary Businesses
Providing Diversified Service Offerings
World Class Deepwater Fleet Combined Company Forms an Expanded and Enhanced
High-Specification Fleet with a Focus on Well Intervention, Subsea & Specialty Services, Robotics, Marine Transportation, and Emerging Technologies to Support the Energy, Defense and Renewable Markets 7 Total Well Intervention Vessels 2
monohull riserless vessels 3 semi-submersible riser-based vessels 2 monohull riser-based vessels(1) 12 Subsea systems Well Intervention Vessels 15 Total MPSVs 5 Subsea MPSVs 5 Specialty MPSVs 3 Flotels 2 Newbuild MPSVs arriving in 2027
Multipurpose Support Vessels 6 Subsea trenching systems 39 work class remotely operated vehicles (ROVs) 6 trenching and subsea light construction vessels(1) Robotics and Trenching 58 Total OSVs 22 Ultra High-Spec OSVs 18 High-Spec
OSVs 18 Mid-Spec OSVs(2) Offshore Support Vessels Chartered vessels. Includes two low-spec vessels.
Operations Overview Key Attributes of Hornbeck Defense
Operations Long-standing tenor (20 years since original military vessel tender) Trusted relationships with key ranking members of military History of providing creative solutions Robust and flexible fleet capable of diverse operations
Submarine Support Vessel Support Blocking Vessel Emerging Technologies:Autonomy / AI Submarine support training General logistical services/special missions Vessel support for sea-based, X-band radar system (SBX) Proof of concept
design by HOS Transportation Auxiliary General Submarine Escort (T-AGSE) O&M contract Submarine security and resupply Surveillance Towed Array Sensor System – Expeditionary (SURTASS-E) sonar system support and transportation Autonomous
Vessel Prototypes Stern-Landing Vessel: Transportation and landing of military mobile equipment for USMC 5.0 yrs / 2.4 yrs 7.0 yrs 10.0 yrs (each) 5.0 yrs (each) Avg. Contract Duration(1) Combined Company expected to hold strong
advantages in the Defense Services business, a growing percentage of revenue Defense Fleet and Representative Functions High-level security clearances for personnel and facilities Inception to date, inclusive of expected renewals. Pro
Forma Company is a Market Leader in Maritime Services for the Defense Industry
Scale and Growth Platform Active Organic Growth Key Growth
Expectations Increased scale, lower cost of capital and higher cash generation Strong balance sheet and low leverage Lower earnings volatility and greater resilience through-cycle Positioned for organic and inorganic growth Commissioning
Service Operation Vehicle (C/SOV) came online in 4Q 2025 Two 400-Class MPSV newbuilds expected to come online in 2027 Potential reactivation of stacked Mid-, High- and Ultra High-Spec OSVs Potential future increases in effective dayrates for
active fleet of OSVs and MPSVs, respectively Potential well intervention vessel dayrate expansion with improving offshore workover market Well-Positioned for Future Growth and Sustained Shareholder Value Supported by Increased Scale, Balance
Sheet Strength and Robust Free Cash Flow Generation (1) Reflects the sum of Hornbeck 2025 Adjusted EBITDA plus Helix 2025 Adjusted EBITDA as of 12/31/2025. Hornbeck Adjusted EBITDA and Helix Adjusted EBITDA are non-GAAP financial measures.
See footnote 4 at slide 5 for the definitions of Hornbeck Adjusted EBITDA and Helix Adjusted EBITDA, respectively. See Appendix for reconciliations. Hornbeck Helix
Synergy Potential Reduced reliance on third-party vessel charters G&A /
Support cost rationalization Streamlined marine operations Scaled procurement Integrated service offerings Asset optimization Expanded portfolio of services to existing customers Increased exposure to growing defense market $75+
Million of Revenue and Cost Synergies Annually Expected within Three Years Following Close Expected to Generate $75+ Million in Annual Revenue and Cost Synergies Expected Revenue Synergies Expected Cost Synergies
Global Presence with Strong Exposure to Key Deepwater and Specialty Offshore
Markets Complementary Innovative Marine Solutions Growth Platform with Scale Value Creation via Organic Growth, Operational Efficiencies and Strategic M&A Aligned Cultures with Proven Leadership The Premier Integrated Offshore Services
Company
Appendix
Hornbeck’s Operating Footprint West Coast 2 Active OSVs 2 Managed OSVs U.S.
GoA 16 Active OSVs 6 Active MPSVs Caribbean and Northern South America Other Core Operating Markets 2 Active OSVs Brazil 8 Active OSVs East Coast 4 Active OSVs 3 Active MPSVs 2 Managed OSVs Non-Oilfield service Oilfield
service Company locations Large fleet covering high value, diverse deepwater markets As of April 20, 2026. Does not include two newbuild MPSVs or any stacked vessels. Industry data per Rystad Energy. Deepwater defined as depths of 1,000 ft
or greater. ~73% of global deepwater(3) hydrocarbons are located in the U.S. GoA, Mexico GoA, the Caribbean, Northern South America and Brazil U.S. Mexico Brazil Cabotage-protected markets Proximity of core markets allows flexible vessel
deployment and relocation to enhance dayrates and utilization over time Geographic Footprint(1) Key Differentiators of Target Markets(2) Mexico GoA 4 Active OSVs 1 Active MPSV
Hornbeck’s Differentiated Deepwater OSV Fleet Hornbeck’s fleet of High- and Ultra
High-Spec OSVs provides deepwater and ultra-deepwater operators one of the largest cargo-carrying capacities available in the market Hornbeck’s Primary OSV Differentiators HOS High- and Ultra High-Spec OSVs are differentiated by their
greater liquid mud capacity and massive deck space compared to Low-Spec and Mid-Spec vessels Versatile offshore logistics: Transports equipment and supplies to drilling rigs, production platforms, subsea construction sites, and non-oilfield
markets (wind, defense) High-capacity cargo and deck space: OSVs carry up to 30,000 bbls of liquid mud with ample clear deck space for diverse oilfield and non-oilfield projects Comprehensive supply transport: Capable of delivering critical
cargoes including drilling fluids, equipment, spare parts, fuel, water, and provisions Optimized for deepwater: Exceptional fuel efficiency and range ideally suited to service deep and ultra-deepwater fields in core markets Advanced
station-keeping: Dynamic positioning capabilities ensure higher utilization and safer operations in challenging offshore environments HOS MAX OSV
Hornbeck’s Differentiated Deepwater MPSV Fleet Industry-leading infrastructure
capabilities by boasting the highest number of vessels with 250+ ton cranes, 100+ berths, and "Walk-to-Work" systems critical for complex O&G and renewables projects Hornbeck’s Primary MPSV
Differentiators Subsea Flotel C/SOV Hornbeck’s diverse fleet of MPSVs is ideal to service the entire life-cycle of deepwater fields Comprehensive subsea lifecycle services: Spanning construction, IRM, commissioning / decommissioning, and
flotel accommodations Purpose-built, multi-market fleet: Delivering specialized construction and service capabilities across O&G, renewables, and defense Operational efficiencies: Combining MPSVs with High- and Ultra High-Spec OSVs
provides a unique offering to customers to streamline deepwater marine efficiencies High-spec DP-2 and DP-3 vessels: Featuring 24mT–400mT heavy-lift cranes, optimized for deepwater construction, IRM, and decommissioning High-capacity
accommodation vessels: Equipped with "Walk-to-Work" systems and ~200 berths for major offshore installation and maintenance projects Well Stimulation
Hornbeck Unaudited Reconciliations of Non-GAAP Financial Measures
Hornbeck | Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations Adjusted
EBITDA and Adjusted EBITDA Margin Reconciliations
Helix Unaudited Reconciliations of Non-GAAP Financial Measures
NON-GAAP RECONCILIATIONS Non-GAAP Reconciliation © 2025 Helix ESG impairment
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v3.26.1
Document and Entity Information
Apr. 22, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Apr. 22, 2026
Entity File Number
001-32936
Entity Registrant Name
HELIX ENERGY SOLUTIONS GROUP, INC.
Entity Central Index Key
0000866829
Entity Incorporation, State or Country Code
MN
Entity Tax Identification Number
95-3409686
Entity Address, Address Line One
3505 West Sam Houston Parkway North
Entity Address, Address Line Two
Suite 400
Entity Address, City or Town
Houston
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
77043
City Area Code
281
Local Phone Number
618-0400
Title of 12(b) Security
Common Stock, no par value
Trading Symbol
HLX
Security Exchange Name
NYSE
Entity Emerging Growth Company
false
Written Communications
true
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration