🧾 What This Document Is

This is a current report on Form 8-K, a filing public companies use to announce major events to shareholders. This specific filing announces that Helix Energy Solutions (HLX) and Hornbeck Offshore Services have signed a definitive agreement to merge. It’s a press release (Exhibit 99.1) detailing the deal, its benefits, and next steps.

👉 In simple terms: Two offshore service companies are joining forces to become one bigger, more diversified player.

🏢 The Two Companies Merging

Let’s break down who’s involved:

• Helix Energy Solutions (NYSE: HLX): Headquartered in Houston, TX. They specialize in well intervention, robotics, and decommissioning for the offshore energy industry. Think of them as the "surgical and cleanup crew" for underwater oil and gas fields, also supporting renewables.
• Hornbeck Offshore Services: Headquartered in Covington, LA. They own and operate a fleet of high-specification offshore service vessels (supply boats, etc.) primarily in the Gulf of America and Latin America. They also serve the U.S. government and offshore wind markets.

👉 Why merge? Their businesses are complementary. Helix has the specialized tech and services, Hornbeck has the powerful ships. Together, they can offer a more complete package to customers.

🤝 The Deal Mechanics

Here’s how the merger will work:

• Structure: It’s an all-stock transaction. No cash changes hands between the companies; it's a swap of shares.
• Ownership Split: After the merger, Hornbeck shareholders will own ~55% and Helix shareholders will own ~45% of the new combined company.
• Exchange Ratio: For each share of Hornbeck stock they own, shareholders will receive 10.27167 shares of Helix common stock.
• New Identity: The combined company will operate under the Hornbeck Offshore Services name and trade on the NYSE under the ticker "HOS".
• Leadership: Todd M. Hornbeck (current Hornbeck CEO) will become President and CEO of the combined company. William L. Transier will be Chairman.
• Headquarters: Will be in both Houston, Texas and Covington, Louisiana.

🚀 Why They're Doing This (The Strategy)

Management isn't just merging to get bigger. Here are the strategic benefits they highlight:

1. "Life-of-Field" Services: They can now serve a deepwater oil or gas field from its initial development, through its producing life, to its eventual decommissioning.
2. Diversification & Stability: By serving oil & gas, defense, and renewables, they aim to reduce their reliance on the cyclical oil market and smooth out their earnings over time.
3. Global Footprint: Helix’s strength in West Africa, Asia, and the North Sea perfectly complements Hornbeck’s dominance in the Americas.
4. Financial Power: The combined company expects to generate strong free cash flow and have a low-debt balance sheet, giving it flexibility for growth or strategic moves.

💰 The Synergy Promise (Expected Savings & Growth)

A major reason for deals like this is to create more value together than apart. They expect $75 million or more in annual synergies (cost savings and extra revenue) within three years. This will come from:

• Cross-selling services to each other's existing customers.
• Optimizing their combined fleet of ships, reducing the need to charter expensive third-party vessels.
• Efficiencies in maintenance, buying supplies, and general operations.

📅 What Happens Next & Key Dates

• Approval Needed: The deal requires a vote by Helix shareholders and must pass regulatory reviews.
• Major Vote Already Secured: Parties representing a significant portion of Hornbeck’s ownership (including Ares Management funds) have already approved the deal via written consent.
• Expected Close: They aim to close the transaction in the second half of 2026.
• Important SEC Filing: Before the shareholder vote, Helix will file a registration statement (Form S-4) containing a proxy statement/prospectus. This is the official document investors must read before voting.

📞 Conference Call & Contacts

The companies hosted a joint conference call on April 23, 2026, at 7:00 a.m. CT / 8:00 a.m. ET.

Helix Contact for Investors: Erik Staffeldt, Executive Vice President and CFO Phone: 281-618-0400 Email: [email protected] (Note: Filing shows a typo, corrected here for clarity)

Hornbeck Contact for Investors: Todd Hornbeck, CEO / Jim Harp, CFO Hornbeck Offshore Services Phone: 985-727-6802 Email: [email protected]

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Complementary Assets: The deal creates a more complete, integrated service provider.
• Financial Rationale: Clear synergy targets and a focus on a strong balance sheet.
• Diversification: Reduces exposure to the volatile oil & gas cycle by adding defense and renewables revenue.

⚠️ Risks & Considerations:

• Integration Risk: Merging two large companies with different cultures and operations is complex and can face hurdles.
• Market Cyclicality: Despite diversification, the core business is still tied to offshore energy spending, which is cyclical.
• Deal Uncertainty: The transaction is not yet finalized and is subject to shareholder votes and regulatory conditions.

🧠 The Analogy

This merger is like a specialized deep-sea construction company (Helix) merging with a powerful fleet of supply and transport ships (Hornbeck). Alone, one has the tools but not the transport; the other has the transport but not the specialized tools. Together, they become the go-to contractor for the entire offshore project, from delivery of materials to final cleanup.

🧩 Final Takeaway

Helix and Hornbeck are merging to create a larger, more diversified offshore services giant. The goal is to offer customers a single, integrated solution for deepwater projects, boost their financial strength, and deliver greater value to shareholders through combined scale and efficiencies. The next critical step is a shareholder vote later in 2026.