Helix completes all-stock merger with Hornbeck, becomes Hornbeck Offshore Services (HOS)

The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.

The Company assumed Legacy Hornbeck's outstanding Jones Act warrants, which are now exercisable for 10.27167 shares of Helix common stock each, subject to Jones Act citizenship restrictions. This is a material change to the capital structure resulting from the merger.

The Company will issue anti-dilution warrants to Jones Act warrant holders if cash dividends are paid on common stock, preserving the economic value of those warrants. This protects warrant holders from dilution caused by dividend payments.

Legacy Hornbeck's first lien revolving credit agreement was amended to permit the merger, subject to customary conditions including no default and satisfaction of financial covenants. This removes a potential obstacle to completing the merger.

Legacy Hornbeck's second lien term loan credit agreement was also amended to permit the merger, subject to customary conditions. This further clears the path for the merger to proceed.

Helix terminated its $120 million asset-based credit facility. The filing states there were no outstanding borrowings under the facility, so this appears to be a clean termination without any debt repayment obligation.

The collateral securing the credit facility has been released. This removes encumbrances on the company's assets that had been pledged to support the facility.

The filing discloses that Helix Energy Solutions completed an acquisition or disposition of assets, but the specific details are incorporated by reference from the Introductory Note rather than restated in this Item. Investors should refer to the Introductory Note for the material terms of the transaction.

Helix issued 37,818,435 shares of Common Stock to stockholders of Legacy Hornbeck who delivered written consents approving the Merger Agreement. The shares were issued in reliance on the Section 4(a)(2) private placement exemption and are restricted securities.

The filing discloses that Helix Energy Solutions amended and restated its Jones Act Warrant Agreement and Jones Act Anti-Dilution Warrant Agreement. The details of the amendments are incorporated by reference from the Introductory Note and Item 1.01 of the filing, which are not included in this excerpt. This is a material modification to the rights of security holders.

The filing discloses a change in control of the registrant under Item 5.01. The details are cross-referenced to the Introductory Note, which is not included in the provided text.

Following the merger, the board was reconstituted with seven directors, including three new directors from Legacy Hornbeck (Rosen, Jindal, Hornbeck) and two former Helix directors (Transier, Lovoi). Transier was appointed Chairman. The new directors were designated in part by the Ares and Whitebox investors under the Securityholders Agreement.

The company's top three executives were terminated and replaced by a new leadership team from Legacy Hornbeck, including Todd M. Hornbeck as President and CEO, R. Potter Adams as CFO, and Samuel A. Giberga as General Counsel. The outgoing executives will receive change-in-control severance payments.

Former CEO Owen Kratz entered into a one-year consulting agreement with the company, providing up to 30 hours per month of transition and integration services for an annualized fee of $800,000. The agreement includes confidentiality and non-disparagement obligations.

Immediately following the merger, the company changed its name from Helix Energy Solutions Group, Inc. to Hornbeck Offshore Services, Inc., reflecting the new ownership and management structure.

The outgoing CFO and General Counsel each received a $300,000 special bonus in recognition of their efforts toward completing the merger, in addition to their change-in-control severance payments.

Net income rose to $173.4 million in 2025 from $92.8 million in 2024 and $74.5 million in 2023. The increase reflects higher revenues and a large income tax benefit.

Total revenues grew to $719.8 million in 2025 from $640.9 million in 2024, driven by vessel revenues of $669.0 million.

The company recorded an income tax benefit of $11.0 million in 2025, compared with tax expense of $12.7 million in 2024, primarily due to a partial release of the valuation allowance on U.S. deferred tax assets.

Diluted earnings per share nearly doubled to $9.60 in 2025 from $4.83 in 2024.

The company repurchased $46.4 million of common stock and warrants in 2025, down from $78.4 million in 2024.

Hornbeck Offshore's net income for the three months ended June 30, 2026 was $11.1 million, compared to $74.6 million in the same period of 2025. The sharp decline reflects lower vessel revenues and higher merger and integration costs.

The company recorded $8.5 million in merger and integration costs for Q2 2026 and $12.4 million for the first half of 2026, with no such costs in the prior-year periods. These costs are tied to the pending all-stock merger with Helix Energy Solutions Group.

Hornbeck Offshore has agreed to merge with Helix Energy Solutions Group in an all-stock deal. Hornbeck shareholders would own about 55% of the combined company, with Helix shareholders owning 45%. The transaction is expected to close in the second half of 2026.

The company recorded a $3.6 million charge in Q2 2026 for expenses related to a postponed initial public offering. The IPO was shelved in conjunction with the merger agreement with Helix.

Vessel revenues fell to $171.0 million in Q2 2026 from $193.7 million in Q2 2025, a decline of about 11.7%. This drop contributed to the lower net income for the quarter.

The previously announced all-stock merger between Helix and Hornbeck has closed. The combined entity is described as a premier integrated offshore services company.

The combined company takes the Hornbeck name and trades as HOS starting September 2, 2026. Helix's HLX ticker stops trading at the close on September 1, 2026.

The combined company appointed a full executive leadership team, including R. Potter Adams as EVP and CFO, along with COOs for Subsea Services and Marine Transportation, a General Counsel, Chief Accounting Officer, Chief Human Resources Officer, Chief Commercial Officer, EVP for Defense/Emerging Technologies, and a Chief Compliance Officer.