Helix Energy Solutions and Hornbeck Offshore Services 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, 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, 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.
Original announcement link
Source: Helix
