Announcement • Sep 01

Hornbeck Offshore Services, Inc. completed the acquisition of Helix Energy Solutions Group, Inc. (NYSE:HLX) from a group of shareholders in a reverse merger transaction.

Hornbeck Offshore Services, Inc. agreed to acquire Helix Energy Solutions Group, Inc. (NYSE:HLX) from a group of shareholders for approximately $520 million in a reverse merger transaction on April 22, 2026. Hornbeck stockholders would receive a fixed exchange ratio of 10.27167 shares of Helix common stock for each share of Hornbeck common stock owned. 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 combined company will operate under the Hornbeck Offshore Services name and trade on the New York Stock Exchange under the ticker symbol “HOS.” Helix will be required to pay to Hornbeck a termination fee of $40.5 million if the merger agreement is terminated. Hornbeck will be required to pay to Helix a termination fee of $49.5 million if the merger agreement is terminated. Following the completion of the transaction, Todd M. Hornbeck will serve as President and Chief Executive Officer of the combined company. The combined company’s Board of Directors will comprise seven directors, three of whom will be from Helix and four from Hornbeck, including Hornbeck. William L. Transier will serve as Chairman of the combined company’s Board. The combined company’s headquarters will be in Houston, Texas, and Covington, Louisiana. The Boards of Directors of both Helix and Hornbeck have unanimously approved the transaction. 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, the satisfaction of other customary closing conditions, the shares of Converted Parent Common Stock issuable in accordance with this agreement shall have been approved for listing on the NYSE, subject to official notice of issuance and The Registration Statement shall have become effective in accordance with the provisions of the Securities Act. The transaction is expected to create attractive earnings profile with low leverage and strong free cash flow generation. On June 11, 2026, the U.S. Federal Trade Commission granted early termination of the required 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is subject to approval by Parent shareholders, the receipt of remaining applicable regulatory approvals and the satisfaction of other customary closing conditions and is expected to close in the second half of 2026. On August 31, 2026, the transaction has been approved by the shareholders of Helix Energy Solutions Group, Inc. Upon completion of the transaction, Hornbeck securityholders will own approximately 55% and Helix shareholders will own approximately 45% of the combined company on a fully diluted basis. The combined company will operate under the name “Hornbeck Offshore Services, Inc.” and trade on the New York Stock Exchange under the ticker symbol “HOS.” The companies expect the transaction to close on September 1, 2026. Goldman Sachs & Co. LLC acted as financial advisor for Helix Energy Solutions Group, Inc. Pursuant to an engagement letter between Helix and Goldman Sachs, Helix has agreed to pay Goldman Sachs a transaction fee of approximately $23.3 million, $4 million of which became payable upon the announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction. Travis Wofford, Doug Getten, Jim Marshall, Carlos Solé, Alia Heintz, Ron Aizen, Derek Green, Luke Weedon, Josh Espinosa, Emil Barth, Jeffrey Oliver, David Cardwell, Liz Singleton, Paul Morico and Danny David of Baker Botts L.L.P. acted as legal advisors for Helix Energy Solutions Group, Inc. Barclays Capital Inc. acted as financial advisor for Hornbeck Offshore Services, Inc. Piper Sandler & Co. acted as financial advisor for Hornbeck Offshore Services, Inc. JPMorgan Chase & Co. acted as financial advisor for Hornbeck Offshore Services, Inc. Jonathan Benloulou, Kim Hicks, Walton Dumas, Matthew R. Pacey, Ieuan Adrian List, Mary Kogut, James B. Kelly, David Wheat, Joe Tobias, Stephen M. Jacobson, Brandon A. Newman and Matthew C. Darch of Kirkland & Ellis LLP acted as legal advisors for Hornbeck Offshore Services, Inc. Veriten LLC is serving as an independent strategic advisor to Helix. Okapi Partners LLC acted as information agent to Helix. Okapi Partners LLC will receive an estimated fee of approximately $50,000, plus reasonable out-of-pocket expenses and fees for any additional services. EQ Shareowner Services acted as transfer agent to Helix. Jones Walker LLP acted as legal advisor to Hornbeck Offshore Services, Inc. Hornbeck Offshore Services, Inc. completed the acquisition of Helix Energy Solutions Group, Inc. (NYSE:HLX) from a group of shareholders in a reverse merger transaction on September 1, 2026. On completion, the combined company has assumed the Hornbeck Offshore Services, Inc. name and will begin trading on the New York Stock Exchange on September 2, 2026, under the ticker symbol "HOS." Helix's common stock will cease trading on the New York Stock Exchange under the ticker symbol "HLX" at the close of trading on September 1, 2026. On completion, Todd M. Hornbeck has assumed the role of President, Chief Executive Officer and Director of the combined company, and William L. Transier has assumed the role of Chairman of the combined company's Board of Directors. In addition, the combined company has appointed R. Potter Adams, Executive Vice President and Chief Financial Officer, Scott "Scotty" A. Sparks, Executive Vice President and Chief Operating Officer – Subsea Services and Well Intervention, Ben D. Todd, Executive Vice President and Chief Operating Officer – Marine Transportation and Specialty, Samuel A. Giberga, Executive Vice President, General Counsel and Secretary, Brian M. Cook, Executive Vice President and Chief Accounting Officer, Priscilla B. Heistad, Executive Vice President and Chief Human Resources Officer, Daniel M. Stuart, Executive Vice President and Chief Commercial Officer, Carl G. Annessa, Executive Vice President – Defense / Emerging Technologies and Michael J. Nicaud, Senior Vice President, Associate General Counsel and Chief Compliance Officer.

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