42330PAG2 Filings — Helix Energy Solutions Group, Inc. - FilingSpy
42330PAG2
Helix Energy Solutions Group, Inc.
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A Houston-based offshore energy services company that keeps the world's undersea oil and gas wells running smoothly — intervening in them, decommissioning aging ones, and operating robotic subsea gear for both fossil-fuel and renewable energy clients. It grew out of a diving business begun in the 1960s, and ran for decades as Cal Dive International before renaming itself Helix in 2006. Its famous vessel, the Q4000, helped contain and cap the 2010 Deepwater Horizon oil spill.
FTC grants early termination of HSR waiting period for Helix-Hornbeck merger
On June 11, 2026, the U.S. Federal Trade Commission granted early termination of the 30-day waiting period under the Hart-Scott-Rodino Act for the proposed merger.
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Helix Energy Solutions Group and its subsidiaries entered into a Merger Agreement with Hornbeck Offshore Services on April 22, 2026.
The merger involves two steps: Parent Sub merges into Hornbeck, then the surviving entity merges into LLC Sub.
The transaction is expected to close in the second half of 2026, subject to shareholder approval and other regulatory approvals.
A registration statement on Form S-4 has been filed with the SEC, including a proxy statement/prospectus for Parent shareholders.
Helix sells Shallow Water Abandonment business to C-Dive for $107.5 million cash
Helix Energy Solutions Group completed the sale of all equity interests of its Gulf of America-focused Shallow Water Abandonment business (Alliance) to C-Dive, L.L.C., a member of the Chouest group, for $107.5 million cash at closing, subject to post-closing adjustments.
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The transaction was signed and closed on May 1, 2026, and the Alliance companies were released as guarantors under Helix's indenture via a supplemental indenture.
The sale supports Helix's strategic focus on deepwater operations, following its announced merger agreement with Hornbeck Offshore Services.
The equity purchase agreement includes customary representations, warranties, and indemnification, with claims covered by a representations and warranties insurance policy obtained by the purchaser.
Helix's COO stated the transaction sharpens focus on deepwater well intervention, decommissioning, and robotics, and that the Chouest Group is well positioned to grow the business.
1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Helix Energy Solutions and Hornbeck Offshore sign merger agreement; Hornbeck shareholders to own ~55% of combined company
Under the merger, each Hornbeck common share will convert into 10.27167 shares of Helix common stock, and Helix will reincorporate in Delaware and be renamed Hornbeck Offshore Services, Inc.
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On April 22, 2026, Helix Energy Solutions Group, Inc. and Hornbeck Offshore Services, Inc. entered into an Agreement and Plan of Merger.
Current Helix shareholders are expected to own approximately 45% and current Hornbeck shareholders approximately 55% of the combined company on a fully diluted basis.
The combined company's board will have seven members: four designated by Hornbeck and three by Helix; William L. Transier will serve as chairman.
Closing is subject to conditions including shareholder approvals, regulatory clearances, and effectiveness of an SEC Form S-4; termination fees are $40.5 million (Helix) and $49.5 million (Hornbeck) in certain circumstances.
1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits