HOS 8-K
Hornbeck Offshore Services, Inc. (HOS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 1, 2026, Helix Alliance Decom, LLC, a Delaware limited liability company (“Seller”), a wholly owned subsidiary of Helix Energy Solutions Group, Inc., a Minnesota corporation (NYSE: HLX) (“Helix” or the “Company”), entered into an equity purchase agreement (the “Equity Purchase Agreement”) with C-Dive, L.L.C., a Louisiana limited liability company (“Purchaser”), and completed the sale of all the equity interests of the Alliance group of companies, Helix’s Gulf of America-focused Shallow Water Abandonment business (collectively “Alliance”), to Purchaser for cash consideration of $107.5 million, subject to customary post-closing adjustments (the “Transaction”). Helix was a party to the Equity Purchase Agreement solely for purposes of Sections 6.09(c)(iv) (restrictive covenants) and Section 6.15 (guarantee of Seller’s obligations) under the Equity Purchase Agreement.
The Equity Purchase Agreement contains certain customary representations and warranties of the Seller. The Equity Purchase Agreement also contains customary covenants and agreements. The Purchaser will be able to make claims for losses arising out of breaches of the representations and warranties of Seller against a representations and warranties insurance policy (the “R&W Insurance Policy”) obtained by Purchaser and against Seller with respect to claims for losses arising out of breaches of certain fundamental representations and warranties (after such time, if any, as the R&W Insurance Policy limit has been reached), tax covenant claims and other customary indemnification matters specifically set forth in the Equity Purchase Agreement, in each case, subject to the terms and limitations set forth in the Equity Purchaser Agreement.
The foregoing description of the Equity Purchase Agreement is qualified in its entirety by reference to the full text of the Equity Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with the Transaction, the Alliance group of companies were released as guarantors to the Indenture, dated as of December 1, 2023, by and among Helix, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., pursuant to the Second Supplemental Indenture, dated as of May 1, 2026 (the “Supplemental Indenture”). The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On May 4, 2026, the Company issued a press release announcing the Transaction. The press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2026 | | ||
HELIX ENERGY SOLUTIONS GROUP, INC. | |||
By: | /s/ Erik Staffeldt | ||
Erik Staffeldt | |||
Executive Vice President and Chief Financial Officer | |||
EXHIBIT 4.1
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture, dated as of May 1, 2026 (this “Supplemental Indenture”), by and among Helix Energy Solutions Group, Inc. (the “Issuer”), the Guarantors party hereto (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as Trustee, paying agent and registrar under such Indenture.
W I T N E S S E T H:
WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of December 1, 2023 (as supplemented by that certain First Supplemental Indenture, dated as of January 27, 2026, and as further amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 9.750% Senior Notes due 2029 of the Issuer;
WHEREAS, pursuant to Section 10.5(b) of the Indenture, any Guarantee of a Guarantor shall be automatically released upon any sale, exchange or transfer of the Equity Interests of such Guarantor which does not violate Section 4.10 of the Indenture, after which such Guarantor is no longer a Restricted Subsidiary;
WHEREAS, pursuant to the transactions contemplated by that certain Equity Purchase Agreement dated as of May 1, 2026 (the “Purchase Agreement”), among C-Dive, LLC, a Louisiana limited liability company (“Purchaser”), Helix Alliance Decom, LLC, a Delaware limited liability company (“Seller”), and solely for the limited purposes set forth therein, the Issuer, Purchaser has agreed to buy from Seller all of the issued and outstanding Equity Interests of Alliance-Triton GOM Holdings, LLC, after which the Guarantors listed on Annex A attached hereto shall no longer be Restricted Subsidiaries (such Guarantors listed on Annex A attached hereto, the “Released Guarantors”);
WHEREAS, pursuant to Section 10.5 of the Indenture, upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the conditions to release of a Guarantor’s Guarantee set forth in the Indenture have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer to evidence the release of each of the Released Guarantors from its Guarantee;
WHEREAS, the Trustee has received an Officers’ Certificate and Opinion of Counsel in connection with the transactions contemplated by the Purchase Agreement and the Trustee’s execution of this Supplemental Indenture;
WHEREAS, pursuant to Section 9.1(4) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to amend the Indenture without the consent of any Holder to evidence the release of each of the Released Guarantors from its Guarantee; and
WHEREAS, pursuant to Section 9.5 of the Indenture, the Trustee shall sign any supplemental indenture authorized by Article IX of the Indenture if the supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Trustee is provided with and (subject to Section 7.1 of the Indenture) shall be fully protected in relying upon an Officers’ Certificate and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by the Indenture and that all conditions precedent thereto have been met or waived.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
Definitions
SECTION 1.1Defined Terms. As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
Release of Guarantors
SECTION 2.1Release of Guarantors. In reliance on the Officers’ Certificate and the Opinion of Counsel delivered to the Trustee on the date hereof, the Trustee acknowledges and agrees that each of the Released Guarantors is hereby unconditionally, automatically and irrevocably released from its Guarantee, all of its Obligations under the Indenture, and as a Guarantor under the Indenture, and accordingly, that, without further action, each of the Released Guarantors is no longer party to the Indenture.
ARTICLE III
Miscellaneous
SECTION 3.1Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 3.2Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 3.3Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. Additionally, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer and the Trustee makes no representation with respect to any such matters.
SECTION 3.4Counterparts. This Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
SECTION 3.5Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
ISSUER
HELIX ENERGY SOLUTIONS GROUP, INC.
By /s/ Ken Neikirk
Name: Ken Neikirk
Title:Executive Vice President, General Counsel
and Corporate Secretary
GUARANTORS
DEEPWATER ABANDONMENT ALTERNATIVES, INC.
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Vice President and Secretary
HELIX ALLIANCE DECOM, LLC
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Vice President and Secretary
HELIX ENERGY SOLUTIONS (U.K.) LIMITED
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Director
HELIX INTERNATIONAL GROUP HOLDINGS (U.K.) LIMITED
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Director
Signature Page
Second Supplemental Indenture
HELIX OFFSHORE LIMITED
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Director
HELIX Q5000 HOLDINGS LLC
By /s/ Erik Heymann
Name:Erik Heymann
Title:Vice President and Secretary
HELIX ROBOTICS SOLUTIONS, INC.
By /s/ Ken Neikirk
Name: Ken Neikirk
Title:Vice President and Secretary
HELIX ROBOTICS SOLUTIONS INTERNATIONAL CORP.
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Vice President and Secretary
HELIX ROBOTICS SOLUTIONS LIMITED
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Director
HELIX SUBSEA CONSTRUCTION, INC.
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Vice President and Secretary
Signature Page
Second Supplemental Indenture
HELIX WELL OPS INC.
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Vice President and Secretary
HELIX WELL OPS (U.K.) LIMITED
By /s/ Ken Neikirk
Name: Ken Neikirk
Title:Director
KOMMANDOR, LLC
By /s/ Ken Neikirk
Name:Ken Neikirk
Title:Vice President and Secretary
Signature Page
Second Supplemental Indenture
TRUSTEE
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By /s/ April Bradley
Name: April Bradley
Title: Vice President
Signature Page
Second Supplemental Indenture
ANNEX A
RELEASED GUARANTORS
| 1. | ALLIANCE ENERGY SERVICES, LLC |
| 2. | ALLIANCE INDUSTRY HOLDINGS, LLC |
| 3. | ALLIANCE MARITIME HOLDINGS, LLC |
| 4. | ALLIANCE OFFSHORE, L.L.C. |
| 5. | ALLIANCE SPECIAL VENTURES HOLDINGS, LLC |
| 6. | ALLIANCE-TRITON GOM HOLDINGS, LLC |
| 7. | TRITON DIVING SERVICES, LLC |
| 8. | WHITNEY CLARE HOLDINGS, LLC |
EXHIBIT 10.1
EQUITY PURCHASE AGREEMENT
BY AND AMONG
C-DIVE, L.L.C.,
HELIX ALLIANCE DECOM, LLC,
AND
HELIX ENERGY SOLUTIONS GROUP, INC.,
(solely for purposes of Section 6.09(c)(iv) and Section 6.15 herein)
DATED AS OF MAY 1, 2026
TABLE OF CONTENTS
ANNEXES
Annex ADefined Terms
Annex BSubsidiaries
EXHIBITS
Exhibit AExample Calculations
Exhibit BForm of Assignment of Interests
Exhibit CForm of Transition Services Agreement
Exhibit DR&W Insurance Policy
Exhibit EForm of Administrative Services Agreement
EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and among C-Dive, L.L.C., a Louisiana limited liability company (“Purchaser”), Helix Alliance Decom, LLC, a Delaware limited liability company (“Seller”), and solely for purposes of Section 6.09(c)(iv) and Section 6.15 herein, Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”). Seller and Purchaser may be referred to together herein as the “Parties” and individually as a “Party.” Any term used but not defined in this Agreement shall have the meaning given to such term in Annex A, which Annex A is hereby incorporated herein by reference.
RECITALS
WHEREAS, Seller owns all of the issued and outstanding Equity Interests of Alliance-Triton GOM Holdings, LLC (“Holdings”) (the “Interests”);
WHEREAS, Holdings owns, directly or indirectly, all of the issued and outstanding Equity Interests of each of the Subsidiaries set forth on Annex B, which is incorporated herein by reference (such Subsidiaries, together with Holdings, collectively, the “Companies” and each, a “Company”); and
WHEREAS, subject to the terms and conditions of this Agreement, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, all of the Interests.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements, representations and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be bound, do hereby agree as follows:
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Notwithstanding the foregoing, all payments owed pursuant to Section 1.04(c)(i) through (iv) shall offset as appropriate such that one payment is made on or before the Payment Deadline by the Party that owes funds on a net basis.
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Seller hereby represents and warrants to Purchaser as follows:
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Seller represents and warrants to Purchaser as follows:
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Purchaser represents and warrants to the Seller as follows:
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Notwithstanding the foregoing, and for the avoidance of doubt, neither of the Purchase Price Cap or the Abstract Cap shall apply to, and the Purchaser Indemnified Parties shall, subject to the other limitations set forth herein, be entitled to the entire amount of, any Losses arising out of Fraud.
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Notwithstanding the foregoing survival periods, the survival and claims periods set forth in this Section 10.05 govern solely Seller’s direct indemnification obligations under this Article 10 and Article 7 and shall not constitute a limitation on, or a bar to, any claim against the insurer under the R&W Insurance Policy that is timely made in accordance with the terms of such policy. Any claim for indemnification not first made on or prior to the applicable date specified in this Section 10.05 shall be irrevocably and unconditionally released and waived. So long as an Indemnified Party asserts a claim for indemnification under and in accordance with this Article 10 prior to the applicable date specified in this Section 10.05, such Indemnified Party shall be deemed to have preserved its rights to indemnification with respect to such claim under this Article 10 regardless of when such claim is ultimately liquidated or resolved.
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If to Seller:
Helix Alliance Decom, LLC
c/o Helix Energy Solutions Group, Inc.
3505 West Sam Houston Parkway North
Suite 400
Houston, Texas 77043
Attention: General Counsel
Email: [email protected]
with a copy to (which shall not constitute notice):
Troutman Pepper Locke, LLP
600 Travis, Suite 2800
Houston, Texas 77002
Attention: Greg Heath
Email: [email protected]
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If to Purchaser:
C-Dive, L.L.C.
16201 E Main Street
Cut Off, Louisiana 70345
Attention: Dino Chouest
Email: [email protected]
with a copy to (which shall not constitute notice):
Phelps Dunbar, LLP
365 Canal Street, Suite 2000
New Orleans, Louisiana 70130
Attention: Lee Adler
Email: [email protected]
and
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IN WITNESS WHEREOF, the Parties have executed this Equity Purchase Agreement as of the date first written above.
PURCHASER:
C-Dive, L.L.C.,
a Louisiana limited liability company
By:/s/ Dino Chouest
Name:Dino Chouest
Title:Manager
SELLER:
Helix Alliance Decom, LLC,
a Delaware limited liability company
By:/s/ Erik Staffeldt
Name:Erik Staffeldt
Title:Vice President and Treasurer
HELIX (solely for purposes of Section 6.09(c)(iv) and Section 6.15 herein):
Helix Energy Solutions Group, Inc.,
a Minnesota corporation
By:/s/ Erik Staffeldt
Name:Erik Staffeldt
Title: | Executive Vice President and Chief Financial Officer |
As used in the Equity Purchase Agreement to which this Annex A is attached and incorporated by reference therein, the following terms will have the meanings specified:
“Abstract Cap” has the meaning set forth in Section 10.04(a)(iv).
“Accounts Receivable” means all accounts receivable and work in process (including billed and unbilled) of the Companies.
“Accounts Payable” has the meaning set forth in Section 3.23.
“Accounting Arbitrator” has the meaning set forth in Section 1.04(b)(v).
“Actual Closing Date Balance Sheet” has the meaning set forth in Section 1.04(b)(i).
“Actual Closing Date Cash Payment” has the meaning set forth in Section 1.04(b)(i).
“Actual Closing Items” has the meaning set forth in Section 1.04(b)(i).
“Actual Debt” has the meaning set forth in Section 1.04(b)(i).
“Actual Related Party Transaction Payments” has the meaning set forth in Section 1.04(b)(i).
“Actual Company Transaction Expenses” has the meaning set forth in Section 1.04(b)(i).
“Actual Knowledge of Seller” means that Steve Williamson, Daniel Stuart, Richard Warren or Angie Wickert has actual, conscious knowledge, without any duty or requirement of investigation or inquiry whatsoever, of such fact or matter.
“Actual NWC Shortfall” has the meaning set forth in Section 1.04(b)(i).
“Actual NWC Surplus” has the meaning set forth in Section 1.04(b)(i).
“Actual Working Capital” has the meaning set forth in Section 1.04(b)(i).
”Administrative Services Agreement” has the meaning set forth in Section 2.02(m).
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person. For the purposes of this Agreement, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to (1) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors or managers (or comparable positions) of such Person or (2) direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and
Annex A-1
“controlled” have meanings correlative to the foregoing. For the avoidance of doubt, when the term “Affiliate” is used in relation to Seller, such term shall include Helix.
“Affordable Care Act” has the meaning set forth in Section 3.12(a).
“Agreement” has the meaning set forth in the preamble.
“Alliance Energy Services” means Alliance Energy Services, LLC, a Louisiana limited liability company.
“Alliance Offshore” means Alliance Offshore, L.L.C., a Louisiana limited liability company.
“Allocation Statement” has the meaning set forth in Section 1.07(b).
“Applicable Laws” means all applicable federal, state, local or foreign laws, statutes, rules, regulations, ordinances, directives, judgments, Orders (judicial or administrative), including all common law, decrees, injunctions and writs of any Governmental Entity or any similar provisions having the force or effect of law.
“Benefit Plan” includes all “employee benefit plans” (as defined in Section 3(3) of ERISA), “multiemployer plans” (as defined in Section 3(37) of ERISA), simplified employee pension, deferred compensation, incentive compensation, stock bonus, stock option, restricted stock, cash bonus, employee stock ownership, severance pay, golden parachute, cafeteria, flexible compensation, life insurance, or vacation plans or arrangements of any kind and any other employee benefit plans, programs or arrangements maintained by any Company or any of its ERISA Affiliates.
“Benefits Certificate” has the meaning set forth in Section 6.13.
“Bonuses” has the meaning set forth in Section 6.01(a).
“Bonus Program” has the meaning set forth in Section 6.01(a).
“Business” means (i) the business of providing services in support of offshore upstream and midstream industries and oil and gas production, including offshore oil field decommissioning and reclamation services, project management services, engineered solutions and turnkey asset retirement obligation liability management, offshore infrastructure and inspection, maintenance and repair services, intervention services, offshore commercial diving and heavy lift services, marine and marine crewing services, and providing platform supply vessels, and (ii) any Competitive Business.
“Business Day” means any day other than: (a) a Saturday, Sunday or federal holiday or (b) a day on which commercial banks in Houston, Texas or New Orleans, Louisiana are authorized or required to be closed.
“Cash” means cash and cash equivalents, as determined in accordance with GAAP, plus deposits in transit to the extent there has been a reduction of receivables on account thereof, and
Annex A-2
minus outstanding checks to the extent there has been a reduction of accounts payable on account thereof; provided, for the avoidance of doubt, “Cash” shall not include any amounts set aside, designated, or reflected on the Financial Statements or the Closing Date Balance Sheet as a reserve (however characterized, including any litigation reserve, environmental reserve, decommissioning reserve, asset retirement obligation reserve, tax reserve, warranty reserve, or other accrued liability reserve), regardless of whether such amounts are held in a segregated or dedicated account.
“Closing” means the consummation of the transactions contemplated by this Agreement.
“Closing Date” has the meaning set forth in Section 2.01.
“Closing Date Cash Payment” has the meaning set forth in Section 1.02.
“Closing Debt” means the amount of Debt of the Companies as of immediately prior to the Closing; provided, however, that such amount shall exclude any Related Party Transaction Payments.
“Closing Company Transaction Expenses” means the amount of Company Transaction Expenses as of immediately prior to the Closing.
“Closing Working Capital” means the Working Capital as of the effective time of the Closing, which for the avoidance of doubt, would not include any Cash funded by or on behalf of Purchaser to the balance sheet of any of the Companies in connection with the Closing.
“COBRA” has the meaning set forth in Section 3.12(g).
“Code” means the Internal Revenue Code of 1986, as amended.
“Company” or “Companies” have the meanings set forth in the recitals.
“Company Benefit Plan” means each Benefit Plan that is sponsored, maintained, or contributed to solely by the Companies or any Benefit Plan that is sponsored, maintained, or contributed to by Seller or its ERISA Affiliates solely for the benefit of current or former Company Workers (or their dependents and beneficiaries).
“Company Confidential Information” has the meaning set forth in Section 3.10(b)(i).
“Company Intellectual Property Contract” means any Contract to which any Company is a party or by which any Company is bound that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property right or that otherwise relates to any Company Intellectual Property developed by, with, or for any Company or used in its business, including all IP Agreements.
“Company Transaction Expenses” means the collective amounts payable by any Company (or for which any Company could become liable to pay, including as a result of Seller’s failure to pay any such amounts paid or payable by Seller directly) for all of out-of-pocket fees and expenses incurred in connection with the preparation, negotiation, execution and consummation of the transactions contemplated hereby, including (a) all fees, expenses and disbursements of counsel,
Annex A-3
accountants, investment bankers, experts and consultants to any Company, including, without limitation, those set forth on Schedule II attached hereto, (b) any retention, bonus or similar compensatory amounts payable to any employees or service providers of any Company that become due and payable by any Company as a result of the consummation of the transactions contemplated hereby, including, without limitation, amounts payable under the agreements set forth on Schedule II attached hereto (including the employer portion of any Taxes associated with any of the foregoing payments), and (c) the fees, expenses and costs of the underwriter and broker associated with the procurement and binding of the R&W Insurance Policy.
“Company Workers” has the meaning set forth in Section 3.15(a).
“Competitive Business” means the business of shallow water decommissioning in the Gulf of America Shelf as conducted by the Companies as of the Closing Date or during the twenty-four (24) month period preceding the Closing Date; provided, for the avoidance of doubt, “Competitive Business” does not include (x) decommissioning in the Outer Continental Shelf or (y) robotics services or the use of vessels and equipment in support thereof.
“Consent” means any consent, order, approval, authorization or other action of, or any filing with or notice to or other action with respect to, any Governmental Entity or any other Person which is required for any of the execution, delivery or performance of this Agreement or any other Transaction Document, the consummation of transactions contemplated hereby or thereby, whether such requirement arises pursuant to any Applicable Laws or Contract, including any of the foregoing which is required in order to prevent a breach of or a default under or a termination or modification of any Contract, which right of breach, default, termination or modification results from the consummation of the transactions contemplated by this Agreement.
“Contract” means any contract, agreement (including, for the avoidance of doubt, purchase orders), right, option, warrant, right of first offer or refusal, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit or other investment or obligation, whether written or oral.
“Copyrights” means all existing copyrights, including all renewals and extensions thereof, existing copyright registrations and applications for registration thereof, and existing non-registered copyrights.
“Current Representation” has the meaning set forth in Section 11.16(a).
“Debt” means with respect to any Person, at any date, without duplication, (a) all obligations of such Person for borrowed money, including all principal thereof, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, including any “earn-out” or similar payments, except trade payables incurred in the Ordinary Course of Business, (d) all obligations of such Person, contingent or otherwise, under a letter of credit or similar instrument, whether drawn or undrawn, (e) all capitalized lease obligations, (f) all other obligations of a Person which would be required to be shown as indebtedness on a balance sheet of such Person prepared in accordance with GAAP, (g) all performance, warranty, decommissioning, importation and surety bonds for the benefit of such Person, (h) all obligations created or arising under any conditional sale or other title retention agreement, regardless of
Annex A-4
whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (i) all indebtedness of any other Person of the type referred to in clauses (a) through (h) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person, and (j) all interest, premiums, fees (including termination payments), expenses, overdrafts and penalties associated with any of the foregoing clauses (a) through (i).
“Disclosure Schedule” means the disclosure schedule attached to this Agreement, which is arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement.
“Dispute Notice” has the meaning set forth in Section 1.04(b)(iv).
“Disputed Items” has the meaning set forth in Section 1.04(b)(iv).
“Dollars” has the meaning set forth in Section 11.06.
“Domain Names” has the meaning set forth in Section 3.10(a)(v).
“Drydock Costs” has the meaning set forth in Section 6.14.
“Effective Date” has the meaning set forth in the preamble.
“Eligible Workers” has the meaning set forth in Section 6.01(a).
“Environmental Matter” means any act, omission, event, occurrence, condition or circumstance in respect of any Company or, to the Actual Knowledge of Seller, its Predecessor or any of its current or former facilities or properties, the Business or the assets and relating to any Environmental Requirement, Hazardous Materials, Environmental Permits or other related matter.
”Environmental Permits” means all Permits necessary for the Companies’ ownership, use and/or operation of the Companies’ facilities, locations, properties, and the Business to comply with Environmental Requirements.
“Environmental Requirements” means all Applicable Laws concerning pollution, protection of human health or safety from exposure to Hazardous Materials, protection of the environment, or the generation, treatment, storage, presence, disposal, discharge, Release, threatened Release, handling, management, reporting, labeling, investigation, monitoring or cleanup of, or exposure to or injury by any Hazardous Materials including, but not limited to, the federal Clean Water Act, Comprehensive Environmental Response, Compensation and Liability Act, the Clean Air Act, and Resource Conservation and Recovery Act and all state statutes enacted to implement these requirements of federal law and all analogous statutes and regulations enacted under federal, state or local laws.
“Equity Interests” means (a) with respect to any Person that is a corporation, any and all shares, interests, participation or other equivalents (however designated and whether or not voting) of corporate stock, including the common stock and preferred stock of such Person, (b) with respect to any Person that is a general partnership or limited partnership, any and all partnership
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interests or other equity interests of such Person, (c) with respect to any Person that is a limited liability company, any and all membership interests or other equity interests of such Person, and (d) with respect to any other Person (other than an individual), any and all equity interests of such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that together with any Company has ever been deemed to be a “single employer” within the meaning of Section 4001 of ERISA or Section 414 of the Code.
“Estimated Closing Date Balance Sheet” has the meaning set forth in Section 1.04(a).
“Estimated Closing Date Cash Payment” has the meaning set forth in Section 1.04(a).
“Estimated Closing Items” has the meaning set forth in Section 1.04(a).
“Estimated Debt” has the meaning set forth in Section 1.04(a).
“Estimated Related Party Transaction Payments” has the meaning set forth in Section 1.04(a).
“Estimated Company Transaction Expenses” has the meaning set forth in Section 1.04(a).
“Estimated Working Capital” has the meaning set forth in Section 1.04(a).
“Final Closing Date Cash Payment” has the meaning set forth in Section 1.04(b)(v).
“Final Company Transaction Expenses” has the meaning set forth in Section 1.04(b)(v).
“Final Debt” has the meaning set forth in Section 1.04(b)(v).
“Final NWC Shortfall” has the meaning set forth in Section 1.04(b)(v).
“Final NWC Surplus” has the meaning set forth in Section 1.04(b)(v).
“Final Related Party Transaction Payments” has the meaning set forth in Section 1.04(b)(v).
“Final Working Capital” has the meaning set forth in Section 1.04(b)(v).
“Financial Statements” has the meaning set forth in Section 3.04(a).
“Fraud” means actual fraud by a Party with respect to the making of any representation or warranty in this Agreement by such Party (as applicably modified by the Disclosure Schedule), which involves a knowing and intentional breach of any such representation or warranty, made with the intent of inducing another party to enter into this Agreement, and upon which such other party has actually and reasonably relied to its detriment; provided, however, that “Fraud” shall not
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include any claim based on constructive knowledge, negligent misrepresentation, reckless misrepresentation, or any similar theory under Applicable Laws.
“GAAP” means United States generally accepted accounting principles, applied on a consistent basis.
“Governmental Entity” means any government, governmental department, commission, board, bureau, agency, court or other instrumentality, whether foreign or domestic, of any country, nation, republic, federation or similar entity or any state, province, county, parish or municipality, jurisdiction or other political subdivision thereof.
“Government Official” mean (a) any officer or employee of any Governmental Entity, (b) any person acting in an official capacity on behalf of a Governmental Entity, (c) any officer or employee of a Person that is majority or wholly owned by a Governmental Entity, (d) any officer or employee of a public international organization, such as the World Bank or the United Nations, (e) any officer or employee of a political party or any person acting in an official capacity on behalf of a political party or (f) any candidate for political office.
“Hazardous Materials” means any chemicals, materials, wastes or substances in the form, amount, condition or concentration that they are defined, regulated, determined or identified as “hazardous substances,” “hazardous materials,” “hazardous waste,” “extremely hazardous substances,” “solid waste,” “regulated substance,” “air contaminant,” “pollutant” or “contaminant” pursuant to any Environmental Requirement, and further including any chemical, material, waste or substance in the form, amount, condition or concentration regulated under any Environmental Requirement and that is or contains (A) petroleum, oil or any fraction thereof, (B) explosives, (C) radioactive materials (including naturally occurring radioactive materials), (D) perfluoroalkyl and polyfluoroalkyl substances, (E) polychlorinated biphenyls, or (F) asbestos.
“Hedron” means Accommodation Barge EPIC Hedron, Vanuatu Flag, Official Number 2056.
“Helix” has the meaning set forth in the preamble.
“Helix Guaranteed Obligations” has the meaning set forth in Section 6.15.
“Holdings” has the meaning set forth in the recitals.
“Indemnified Party” has the meaning set forth in Section 10.03(a).
“Indemnifying Party” has the meaning set forth in Section 10.03(a).
“Indemnity Notice” has the meaning set forth in Section 10.03(b).
“Initial True-Up Payment” has the meaning set forth in Section 1.04(b)(ii).
“Intellectual Property” means all Copyrights, Internet Assets, patents, Software, Trade Secrets, Trademarks, IP Agreements, and Moral Rights, and all other concepts, inventions (whether or not protected under patent laws), works of authorship, information fixed in any
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tangible medium of expression (whether or not protected under copyright laws), publicity rights, names, know-how, algorithms, models, ideas (whether or not protected under trade secret laws), and all other intellectual and industrial property rights of any sort as they exist anywhere in the world.
“Interests” has the meaning set forth in the recitals.
“Internet Assets” means domain names, Internet Protocol addresses and other computer identifiers, websites, web pages and other similar rights and items.
“Inventory” means all inventories, raw materials, packaging materials, work in process, supplies and finished goods (including warehoused inventories and inventories covered by purchase orders), spare parts, maintenance, replacement and component parts), wherever located or related to the Business, including inventory on order for or in transit to or from any Company.
“IP Agreements” means all licenses, sublicenses, assignments, and other Contracts relating to Intellectual Property.
“Knowledge of Purchaser” (and any derivation thereof, whether or not capitalized) means in the context of any representation or warranty set forth in Article 5, that Dino Chouest, Robert Champagne, III, Mark Pregeant II or Billy Joe Pellegrin has actual knowledge, after due inquiry, of such fact or matter.
“Knowledge of Seller” (and any derivation thereof, whether or not capitalized) means (a) in the context of any representation or warranty set forth in Article 4, that Kenneth Neikirk or Erik Staffeldt, has actual knowledge, after due inquiry, of such fact or matter, and (b) in the context of any representation or warranty set forth in Article 3, that Steve Williamson, Daniel Stuart, Richard Warren or Angie Wickert has actual knowledge, after due inquiry, of such fact or matter.
“Latest Balance Sheet Date” means December 31, 2025.
“Leased Real Property” means any property of any Company under any lease, sublease, license, concession or other agreement, pursuant to which any Company holds a leasehold or sub-leasehold estate in, or is granted the right to use or occupy, any land, buildings, improvements, fixtures or other interest in real property which is used in the operation of the Business.
“Leases” has the meaning set forth in Section 3.06(b).
“Liability” or “Liabilities” means any debt, obligation, commitment, duty, loss, damage, cost, expense, fine, penalty, Tax or liability of any nature (including STRICT LIABILITY and any unknown, undisclosed, unfixed, unliquidated, unsecured, unmatured, unaccrued, contingent, conditional, joint, several or secondary liability), whether arising under any Law, Contract or Proceeding and whether or not required to be accrued on any financial statements.
“Lien” means any mortgage, pledge, hypothecation, lien (statutory or otherwise), security agreement, security interest, easement, covenant, restriction or other encumbrance of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any lease
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having substantially the same effect as any of the foregoing and any assignment or deposit arrangement in the nature of a security device).
“Lookback Date” means July 1, 2022.
“Losses” means any and all losses, Liabilities, damages, fees, costs and expenses of every kind and nature (including reasonable costs of investigation, fees and expenses of attorneys, accountants, financial advisors, environmental consultants and other experts, court costs and other expenses of litigation); provided, however, that Losses (a) shall exclude special or punitive damages, except to the extent such damages are required to be paid by Purchaser or its Affiliates after the Closing to a Third Party (including any Governmental Entity) in a Third Party Claim or (b) arising solely out of a claim for indemnification pursuant to Section 7.02, Section 10.01(b), Section 10.01(c), Section 10.01(d), Section 10.01(e), Section 10.01(f) or Section 10.01(h) shall exclude lost profits and diminution in value damages.
”Material Adverse Effect” means (i) a material adverse effect on the business, assets, Liabilities, condition (financial or otherwise), or results of operations of the Companies (taken as a whole) or the Business, or (ii) a material adverse effect on the ability of any Company or Seller to consummate the transactions contemplated by this Agreement or to perform their respective obligations under this Agreement or the other Transaction Documents; provided that, with respect to clauses (i) and (ii), a Material Adverse Effect shall not include any effect arising out of or attributable to (a) general economic or political conditions, (b) conditions generally affecting the industry in which the Business operates as a whole, (c) changes in financial or securities markets in general, (d) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (e) any action required to be taken by this Agreement (including those required to be taken at the specific direction of Purchaser), (f) changes in Applicable Laws or accounting rules, including GAAP, or (g) the public announcement (including through public filings with regulatory or contracting agencies, to the extent required by Applicable Laws), pendency or completion of the transactions contemplated by this Agreement; provided further, however, that the matters described in clauses (a) through (d) and (f) shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent such effect has a disproportionate adverse effect on the Companies, taken as a whole, as compared to other participants in the industry in which the Business operates.
”Material Contract” has the meaning set forth in Section 3.09(a).
“Material Customer” has the meaning set forth in Section 3.17(a).
“Material Supplier” has the meaning set forth in Section 3.17(b).
“Moral Rights” means any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country, or under any treaty.
“Multiemployer Plan” has the meaning set forth in Section 3.12(b).
“NWC Shortfall” means the amount, if positive, by which the Target Working Capital exceeds the Closing Working Capital.
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“NWC Surplus” means the amount, if positive, by which the Closing Working Capital exceeds the Target Working Capital.
“Notice” has the meaning set forth in Section 11.03.
“NYSE” means The New York Stock Exchange.
“Order” means any order, judgment, injunction, ruling, or award issued, made, entered or rendered by any court, administrative agency or other Governmental Entity or by any arbitrator.
“Ordinary Course of Business” means the ordinary course of business of an entity, consistent with past custom and practice both in respect of nature, frequency and magnitude.
“Organizational Document” means (a) with respect to a corporation, its articles or certificate of incorporation and bylaws (including any amendments thereto), (b) with respect to a partnership, its partnership agreement (including any amendments thereto), (c) with respect to a limited liability company, its articles of organization or certificate of formation and operating agreement or limited liability company agreement (including any amendments thereto), (d) with respect to a trust, the trust agreement or indenture (including any amendments thereto) and (e) with respect to any other entity, the documents governing the organization and operation thereof.
“Owned Real Property” has the meaning set forth in Section 3.06(a).
“Party” and “Parties” has the meaning set forth in the preamble.
“Payment Deadline” has the meaning set forth in Section 1.04(c)(i).
“Payoff Letters” has the meaning set forth in Section 1.03(b).
“Permit” means any permit, license, registration, identification number, franchise, consent, certificate, confirmation, permission, endorsement, waiver, certification or other authorization or approval issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Applicable Laws, including the relevant application therefor.
“Permitted Liens” means (a) statutory Liens for current Taxes not yet due and payable or which are being properly contested in good faith in appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP on the books of a Person, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens imposed by law arising or incurred in the Ordinary Course of Business for obligations that are (i) not yet due and payable or (ii) being contested in good faith by appropriate proceedings and for which there are adequate reserves in accordance with GAAP on the books of a Person, (c) in the case of leases of vehicles, rolling stock and other personal property, encumbrances that do not materially impair the operation of the Business at the facility at which such leased equipment or other personal property is located, (d) easements, covenants, rights-of-way, restrictions of record and other similar encumbrances or charges on the Real Property that do not secure any monetary obligation and do not interfere with the operation of the Business in the Ordinary Course of Business, (e) Liens in favor of any landlord or lessor under leases of real or personal property arising from the provisions of such leases, (f)
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pledges or deposits made in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other types of social security, (g) deposits to secure the performance of bids, contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, importation bonds and other obligations of a like nature incurred in the Ordinary Course of Business, (h) zoning regulations and restrictive covenants, conditions, easements, or other restrictions of record which are not violated by the current use or occupancy of the Real Property or the operation of the Business thereon and that do not detract in any material respect from the value of the property and do not materially and adversely affect, impair or interfere either individually or in the aggregate with the use of any property affected thereby, (i) licenses or other rights granted in connection with intellectual property rights, (j) Liens set forth on Schedule III that will be released on or prior to the Closing, including, without limitation, any Liens securing monetary obligations required to be paid and cancelled by the Seller on or before the Closing, (k) Liens arising by virtue of a judgment or judicial order against Helix or any of its Subsidiaries, or any property thereof, as long as such Liens are in existence for less than 30 consecutive days or being properly contested along with maintenance of sufficient reserves therefor in accordance with GAAP or a sufficient bond having been posted therefor, (l) normal and customary Liens and rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on payment items in the course of collection, (m) rights of setoff granted to customers under services contracts in the Ordinary Course of Business, and (n) with respect to Vessels owned by the Companies:
(i)Liens for crew’s wages (1) for fifteen (15) days after the termination of a voyage, but only so long as, and to the extent that, such are discharged in the Ordinary Course of Business consistent with prudent industry practices, or (2) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and so long as such deferment in payment shall not subject such Vessels to sale, forfeiture or loss,
(ii)Liens for general average (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and so long as such deferment in payment shall not subject such Vessels to sale, forfeiture or loss,
(iii)Liens for salvage, whether voluntary or contract, (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and so long as such deferment in payment shall not subject such Vessels to sale, forfeiture or loss,
(iv)Liens for the wages of a stevedore when employed directly by a Company, or the operator, master or agent of such Vessels (1) to the extent that, such are discharged in the Ordinary Course of Business consistent with prudent industry practices, and apply to amounts that are not due and payable as of the date hereof, or (2) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and so long as such deferment in payment shall not subject such Vessels to sale, forfeiture or loss,
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(v)Liens for repairs or with respect to any changes made in such Vessels (1) to the extent that, such are discharged in the Ordinary Course of Business consistent with prudent industry practices, and apply to amounts that are not due and payable as of the date hereof, or (2) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and so long as such deferment in payment shall not subject such Vessels to sale, forfeiture or loss,
(vi)Liens for damages arising out of a maritime tort (1) which are unclaimed, (2) which are fully covered by insurance and for which the insurers have not issued a reservation of rights letter, or (3) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and so long as such deferment in payment shall not subject such Vessels to sale, forfeiture or loss, and
(vii)Liens for necessaries, or in connection with any other obligation giving rise to lien rights not included in (i) through (v) above, (1) to the extent that, such are discharged in the Ordinary Course of Business consistent with prudent industry practices, and apply to amounts that are not due and payable as of the date hereof, or (2) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and so long as such deferment in payment shall not subject such Vessels to sale, forfeiture or loss; and
(viii)Liens of any charterer or subcharterer of such Vessels (1) which are unclaimed, (2) to the extent that, such are discharged in the Ordinary Course of Business consistent with prudent industry practices, and apply to amounts that are not due and payable as of the date hereof, or (3) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor and so long as such Vessels are not subject to forfeiture or loss.
”Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any Governmental Entity.
“Personal Information” shall have the meaning of such terms or like terms set forth in each of the Applicable Laws that describes, covers or defines data that identifies or can be used to identify individuals.
“Post-Closing Representation” has the meaning set forth in Section 11.16(a).
“Pre-Closing Date Tax Period” means any Tax period (or a portion thereof) ending on or before the Closing Date.
“Pre-Lookback Period” has the meaning set forth in Section 3.14(a).
“Predecessor” means any Person, division, business, or line of business whose assets, properties, or operations have been acquired, assumed, succeeded to, or otherwise derived from, in whole or in part, by any Company, whether by merger, consolidation, asset acquisition, assumption of liabilities, operation of law, or otherwise, and shall include any predecessor owner,
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operator, or occupant of any property currently or formerly owned, leased, or operated by any Company in connection with the Business.
“Proceeding” shall mean any claim, action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), investigation, inquiry, audit, examination or hearing commenced, brought, conducted or heard by or before any Governmental Entity or any arbitrator.
“Purchase Price” has the meaning set forth in Section 1.02.
“Purchase Price Cap” has the meaning set forth in Section 10.04(a)(ii).
“Purchase Price Deficit” has the meaning set forth in Section 1.04(c)(i).
“Purchase Price Excess” has the meaning set forth in Section 1.04(c)(ii).
“Purchaser” has the meaning set forth in the preamble.
“Purchaser Closing Statement” has the meaning set forth in Section 1.04(b)(i).
“Purchaser Indemnified Parties” means Purchaser and its Affiliates (which, for the avoidance of doubt, includes each Company from and after the Closing) and their respective officers, directors, managers, shareholders, members, partners, employees, agents, Affiliates, attorneys and their representatives.
“Purchaser Fundamental Representations” means the representations and warranties set forth in Section 5.01 (Due Organization; Qualification), Sections 5.02(a) and (b)(i) (Authorization; Noncontravention with Organizational Documents) and Section 5.04 (Broker’s or Finder’s Fee).
“Representatives” means each of the Affiliates, officers, directors, managers, employees or equity holders of a Person.
“R&W Insurance Policy” has the meaning set forth in Section 6.11.
“Real Property” has the meaning set forth in Section 3.06(b).
“Registered Company Intellectual Property” has the meaning set forth in Section 3.10(a)(i).
“Related Parties” means any Company, on the one hand, and Seller, any other Company, any of the directors, partners, managers, employees, officers or equityholders of the foregoing, or any of the respective Affiliates of the foregoing, on the other hand.
“Related Party Balances” means all payables, receivables, balances, Debt or amounts between or among any Company, on the one hand, and Seller, any other Company or any of their respective Affiliates, on the other hand, including all interest, premiums, fees (including termination payments), expenses, overdrafts and penalties associated with any of the foregoing.
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“Related Party Transaction Payments” means the collective amounts paid or payable by any Company (or for which any of them could become liable to pay) with respect to the Related Party Balances on or after the Latest Balance Sheet Date.
“Release” shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, migrating or dumping of Hazardous Materials into the air, water, groundwater, or soil, whether intentional or unintentional, foreseen or unforeseen.
“Released Person” has the meaning set forth in Section 11.15.
“Releasing Person” has the meaning set forth in Section 11.15.
“Restricted Period” has the meaning set forth in Section 6.09(c)(i).
“Restricted Territory” means anywhere within the geographic locations set forth on Schedule I attached hereto, so long as Purchaser or one of its Affiliates (which, for the avoidance of doubt, includes each Company from and after the Closing) carries on the Business within such geographic locations.
“Retained Communications” has the meaning set forth in Section 11.16(b).
“Schedule STI” has the meaning set forth in Section 6.01(a).
“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Seller” has the meaning set forth in the preamble.
“Seller Benefit Plan” means each Benefit Plan that is sponsored, maintained, or contributed to by Seller or any of its ERISA Affiliates and in which any Company Workers or any of their beneficiaries or dependents participate or are eligible to participate or benefit (other than the Company Benefit Plans).
“Seller Indemnified Parties” means the Seller and its Affiliates and their respective officers, directors, managers, shareholders, members, partners, employees, agents, Affiliates, attorneys and their representatives.
“Seller Fundamental Representations” means the representations and warranties set forth in Section 3.01 (Due Organization; Qualification), Sections 3.02(a) and (b)(i) (Authorization; Noncontravention with Organizational Documents), Section 3.03 (Capitalization), Section 3.08 (Taxes), Section 3.21 (Broker’s or Finder’s Fee), Sections 4.01(a) and (b)(i) (Authorization; Noncontravention with Organizational Documents); Section 4.03 (Ownership) and Section 4.05 (Broker’s or Finder’s Fee).
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“Software” means any computer software programs, Source Code, object code, scripts, data and documentation relating thereto, formulae and algorithms that relate to or are otherwise material to the operation of the Business.
“Source Code” means the source code for software and all related compiler command files, build scripts, scripts relating to the operation and maintenance of such application, application programming interface (API), graphical user interface (GUI), object libraries, all relevant instructions on building the object code of such application, and all documentation relating to the foregoing, such that collectively the foregoing will be sufficient to enable an individual possessing reasonable skill and expertise in computer software and information technology to build, load and operate the machine-executable object code of such application, to maintain and support such application and to effectively use all functions and features of such software.
“Straddle Period” has the meaning set forth in Section 7.03.
”Subsidiary” means, with respect to any Person, (a) any corporation fifty percent (50%) or more of whose stock of any class or classes having by the terms thereof voting power to elect a majority of the directors or managers (or comparable positions) of such corporation (irrespective of whether or not at the time of determination stock of any class or classes of such corporation has or might have voting power by reason of the happening of any contingency) is at the time owned by such Person, directly or indirectly through Subsidiaries, and (b) any partnership, limited liability company, association, joint venture, trust or other entity in which such Person, directly or indirectly through Subsidiaries, is either a general partner, has a fifty percent (50%) or greater equity interest at the time or otherwise owns a controlling interest.
“Target Working Capital” shall mean an amount equal to $12,500,000.00.
“Tax” (and, with correlative meaning, “Taxes,” “Taxable” and “Taxing”) means any net income, capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, margin, profits, license, capital, capital stock, withholding, payroll, estimated, employment, unemployment, excise, goods and services, severance, stamp, occupation, premium, property, social security, disability, environmental (including Code Section 59A), alternative or add-on, value added, service, service use, wealth, net worth, registration, windfall profits or other tax or customs duties or amount imposed by any Governmental Entity, or any interest, any penalties, additions to tax or additional amounts incurred or accrued under Applicable Law with respect to Taxes or properly assessed or charged by any Governmental Entity.
“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule, amendment or attachment thereto, required or permitted to be submitted to a Governmental Entity or Third Party.
“Third Party Claims” means any Proceeding initiated by a Third Party.
“Third Party” means any Person that is not (a) a Party or (b) an Affiliate of a Party.
“Trade Secrets” means any trade secrets and other confidential and proprietary information, including, but not limited to, unpatented inventions, research records, processes,
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procedures, formulae, know-how, blue prints, designs, plans, inventions, databases and confidential business information.
“Trademarks” means all trade names, trademarks, service marks, trade dress, brand names, designs, jingles, slogans, logos, or corporate names, whether registered or unregistered, and all registrations and applications thereof (including, in each case, the goodwill associated therewith).
“Transaction Documents” means this Agreement, and each other agreement, document, certificate or instrument delivered pursuant hereto or thereto.
“Transfer Taxes” has the meaning set forth in Section 7.01.
“Transition Services Agreement” has the meaning set forth in Section 2.02(l).
“True Seller Fundamental Representations” the representations and warranties designated as such in the R&W Insurance Policy, being those set forth in Section 3.01 (Due Organization; Qualification), Sections 3.02(a) and (b)(i) (Authorization; Noncontravention with Organizational Documents), Section 3.03 (Capitalization), Section 3.21 (Broker’s or Finder’s Fee), Section 4.03 (Ownership), and Section 4.05 (Broker’s or Finder’s Fee).
“Uncollected Accounts Receivable” has the meaning set forth in Section 1.04(b)(i).
“Unresolved Disputed Items” has the meaning set forth in Section 1.04(b)(v).
“U.S. Coastwise Trade” has the meaning set forth in Section 5.05.
“Vessel Abstract” has the meaning set forth in Section 6.17.
“Vessels” has the meaning set forth in Section 3.07(c).
“WARN” has the meaning set forth in Section 3.15(c).
“Working Capital” means, as of any given date, an amount (which may be positive or negative) equal to the current assets of the Companies as of such date minus the current liabilities of the Companies as of such date; provided, however, that (a) current assets shall (x) include Cash and (y) not include (i) any Related Party Balances, (ii) any deferred Taxes, or (iii) any inventory to the extent aggregate inventory equals or exceeds $1,000,000, and (b) current liabilities shall (x) include the aggregate accrued amount for each employee set forth on Schedule STI and (y) not include (i) any Debt to the extent such Debt is paid off at or prior to the Closing, (ii) Company Transaction Expenses to the extent paid at or prior to the Closing, or (iii) any deferred Taxes. Working Capital, current assets and current liabilities shall be calculated in accordance with the illustrative example set forth on Exhibit A, and to the extent not addressed in Exhibit A, in accordance with GAAP and, to the extent consistent with GAAP, the Companies’ past practices.
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ANNEX B
The Companies
| 1. | AES-EOT Equipment Holdings, LLC |
| 2. | Alliance Energy Services, LLC |
| 3. | Alliance Group of Louisiana L.L.C. |
| 4. | Alliance Industry Holdings, LLC |
| 5. | Alliance LB Dallas Holdings, LLC |
| 6. | Alliance LB Miami Holdings, LLC |
| 7. | Alliance Liftboats, LLC |
| 8. | Alliance Maritime Holdings, LLC |
| 9. | Alliance Offshore, LLC |
| 10. | Alliance Special Ventures Holdings, LLC |
| 11. | Alliance-Triton GOM Holdings, LLC |
| 12. | Alliance Vessel Leasing, LLC |
| 13. | Dickson Road Investments, LLC |
| 14. | Explorer DSV Holdings, LLC |
| 15. | Heavy Lift Holdings, LLC |
| 16. | Hedron Holdings, LLC |
| 17. | Patriot DSV Holdings, LLC |
| 18. | Triton Diving Services, LLC |
| 19. | Whitney Clare Holdings, LLC |
| 20. | Whitney Liftboats, LLC |
| 21. | Whitney Maritime Holdings, LLC |
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EXHIBIT 99.1
| | | | | | | | |
Helix Energy Solutions Group, Inc. | ● | 3505 W. Sam Houston Parkway N., Suite 400 | ● | Houston, TX 77043 | ● | 281-618-0400 | ● | fax: 281-618-0505 |
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For Immediate Release | | | | | | | 26-008 | |
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Date: May 4, 2026 | Contact: | Erik Staffeldt | | | | | ||
| | | Executive Vice President & CFO | | | |||
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Helix Energy Solutions Sells Shallow Water Abandonment
Business to the Chouest Group
Transaction Supports Helix’s Strategic Focus on Deepwater Operations
HOUSTON, TX — May 4, 2026 — Helix Energy Solutions Group, Inc. (“Helix”) (NYSE: HLX) announced today the sale of all of the equity interests of its Gulf of America-focused Shallow Water Abandonment business to C-Dive, LLC, a member of the Chouest group of companies, for $107.5 million cash at closing, to be adjusted for working capital and other transaction expenses.
The divestiture, which was signed and closed May 1, follows Helix’s recent announcement of its entry into a definitive agreement with Hornbeck Offshore Services, Inc. (“Hornbeck”) to combine to 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. The sale of the Shallow Water Abandonment business furthers Helix’s strategic focus on deepwater operations, with a company combined with Hornbeck to provide innovative and integrated subsea and marine transportation solutions to customers across deepwater energy, defense and renewables.
Scotty Sparks, Helix’s Executive Vice President and Chief Operating Officer, stated “This transaction sharpens Helix’s focus on deepwater well intervention and decommissioning, robotics and other offshore services as part of our larger global strategy. We are pleased with our accomplishments since acquiring the Shallow Water Abandonment business, as we achieved record financial performance, made improvements in processes and systems, and emphasized safety culture. We believe the Chouest Group will serve as a strategic owner well positioned to capitalize on this positive momentum and continue the long-term growth of that business.”
About Helix
Helix Energy Solutions Group, Inc., 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. For more information about Helix, please visit www.helixesg.com.
Important Information About the Proposed Merger and Where to Find It
In connection with the proposed merger between Helix and Hornbeck, Helix intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 to register the common stock of Helix (“Helix Shares”) to be issued in connection with the proposed merger. The registration statement will include a document that serves as a proxy statement and prospectus of Helix (the “proxy statement/prospectus”), and Helix will file other documents regarding the proposed merger with the SEC. This document is not a substitute for the registration statement, the proxy statement/prospectus, or any other document that Helix may file with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HELIX AND HORNBECK, THE PROPOSED MERGER, THE RISKS RELATED THERETO, AND RELATED MATTERS.
After the registration statement has been declared effective, a definitive proxy statement will be mailed to the shareholders of Helix (the “Helix Shareholders”). Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus, as each may be amended or supplemented from time to time, and other relevant documents filed by Helix with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Helix, including the proxy statement/prospectus (when available), will be available free of charge from Helix’s website at helixesg.com under the “Investors” tab.
Participants in the Solicitation
Helix and certain of its directors and executive officers and Hornbeck and certain of its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the Helix Shareholders with respect to the proposed merger under the rules of the SEC. Information regarding the names, affiliations and interests of certain of Helix’s directors and executive officers in the solicitation by reading Helix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 26, 2026, Helix’s subsequent Quarterly Reports on form 10-Q filed with the SEC, Helix’s definitive proxy statement for the 2026 annual meeting of shareholders filed with the SEC on April 1, 2026 and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the proposed merger when they become available. Free copies of these documents may be obtained as described in the paragraphs above. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Helix Shareholders in connection with the proposed merger, including a description of their direct and indirect interests, by security holdings or otherwise, will also be set forth in the proxy statement/prospectus and other relevant materials when filed with the SEC.
Forward-Looking Statements
This communication contains forward-looking statements. All statements, other than statements of present or historical fact included in this communication, regarding Helix’s proposed merger with Hornbeck, Helix’s ability to consummate the proposed merger, the benefits of the proposed merger and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, estimated synergies, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words, and the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements regarding: Helix’s and Hornbeck’s expectations, hopes, beliefs, intentions or strategies regarding the completion of the proposed merger on the anticipated terms and timing, or at all, including obtaining regulatory and shareholder approvals, and the satisfaction of other conditions to the completion of the proposed merger; timeline and ability to realize anticipated benefits of the proposed merger (including expected synergies and balance sheet balances); and governance of the combined company. These forward-looking statements are based largely on Helix’s and Hornbeck’s current expectations. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause Helix’s or Hornbeck’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks related to potential litigation relating to the proposed merger, including the effects of any outcomes related thereto; the risk that disruptions from the proposed merger (including the ability of certain customers to terminate or amend contracts upon a change of control) will harm Helix’s or Hornbeck’s business, including current plans and operations, including during the pendency of the proposed merger; the ability of Helix or Hornbeck to retain and hire key personnel, to retain customers or maintain relationships with their respective suppliers and customers; the diversion of management’s time and attention from ordinary course business operations to completion of the proposed merger; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; legislative, regulatory and economic developments; potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed merger that could affect Helix’s or Hornbeck’s financial performance as well as unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of Helix’s or Hornbeck’s businesses; the inability of Helix and Hornbeck to achieve expected synergies from the proposed merger or that it may take longer or be more costly than expected to achieve those synergies; an inability to de-leverage on the expected timeline, or at all; the imposition of any terms and conditions on any required governmental and regulatory approvals that could reduce the anticipated benefits to Helix and Hornbeck of the acquisition; the inability to successfully integrate Hornbeck’s operations with those of Helix without unexpected cost or delay; certain restrictions during the pendency of the proposed merger that may impact Helix’s or Hornbeck’s ability to pursue certain business opportunities or strategic transactions; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed merger,
including in circumstances requiring Helix or Hornbeck to pay a termination fee and expense reimbursement; the risk that Helix’s or Hornbeck’s share price may decline significantly if the proposed merger is not consummated; there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses; actions by governments, regulatory authorities, customers, suppliers and partners; market conditions; results from acquired properties; demand for services; the performance of contracts by suppliers, customers and partners; operating hazards and delays, which includes delays in delivery, chartering or customer acceptance of assets or terms of their acceptance; ultimate ability to realize current backlog; employee management issues; complexities of global political and economic developments; geologic risks; volatility of oil and gas prices and other risks described from time to time in Helix’s filings with the SEC. In addition, Helix and Hornbeck caution you that the forward-looking statements contained in this communication are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the proposed merger or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Helix or Hornbeck following announcement of the proposed merger; (iii) the inability to complete the proposed merger due to the failure to obtain approval of the shareholders of Helix or Hornbeck, or other conditions to closing in the merger agreement; (iv) the risk that the proposed merger disrupts Helix’s or Hornbeck current plans and operations as a result of the announcement of the proposed merger; (v) Helix’s and Hornbeck’s ability to realize the anticipated benefits of the proposed merger, which may be affected by, among other things, competition and the ability of Helix and Hornbeck to grow and manage growth profitably following the proposed merger; and (vi) costs related to the proposed merger. The forward-looking statements in this press release are based upon information available to Helix and Hornbeck as of the date of this press release and, while Helix and Hornbeck believe such information forms a reasonable basis for such statements, these statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Except as required by applicable law, Helix and Hornbeck do not plan to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Helix’s periodic filings with the SEC, including Helix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Helix’s subsequent Quarterly Reports on Form 10-Q and in the Form S-4, when filed. Helix’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.