# HELIX ENERGY SOLUTIONS GROUP INC (HLX) — merger/definitive [pending] Source: sec.gov · situation sit_c98a8cd378b3e19290f7 · public 2414785106094969591 · retrieved 2026-08-20T13:36:47.789Z ## Overview We are 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. As previously disclosed, on April 22, 2026, Helix Energy Solutions Group, Inc., a Minnesota corporation (" Parent "), Odyssey Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (" Parent Sub "), Hercules Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Parent (" LLC Sub "), and Hornbeck Offshore Services, Inc., a Delaware corporation (the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement "), pursuant to which, upon the terms and subject to the conditions set forth therein, (i) Parent Sub will merge with and into the Company, with the Company continuing as the surviving entity (the " Surviving Corporation ") (the " First Company Merger ") and (ii) immediately following the First Company Merger,... ## Terms - Counterparty: Cal Dive International, Inc. · Consideration: stock · Price/share: $27 ## Key dates - Announced 2006-05-02 · Record 2006-05-26 · Vote 2006-06-29 ## Timeline - 2006-05-02 · 425 (0000950134-06-008511): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *Remington Oil and Gas Corporation is an independent oil and gas exploration and production company headquartered in Dallas, Texas, with operations concentrating in the onshore and offshore regions of the Gulf Coast.* Remington Oil and Gas Corporation and Helix Energy Solutions Group, Inc. (formerly Cal Dive International, Inc.) have filed a proxy statement/prospectus with the Securities and Exchange Commission concerning a proposed merger transaction between the two companies. The filing does not disclose specific deal terms, consideration amount, exchange ratio, or expected closing date. https://www.sec.gov/Archives/edgar/data/866829/0000950134-06-008511.txt - 2006-05-24 · 425 (0000950134-06-010490): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *Remington Oil and Gas Corporation is an independent oil and gas exploration and production company with operations in the onshore and offshore regions of the Gulf Coast.* Helix Energy Solutions Group, Inc. agreed to acquire Remington Oil and Gas Corporation in an all-cash-and-stock transaction. Under the merger terms, Helix will pay $27 in cash and 0.436 shares of Helix Energy Solutions Group, Inc. for each share of Remington Oil and Gas Corporation. The transaction requires approval by Remington shareholders at a special meeting scheduled for June 29, 2006, with a record date of May 26, 2006. Remington Oil and Gas Corporation is an independent oil and gas exploration and production company headquartered in Dallas, Texas, with operations in the onshore and offshore regions of the Gulf Coast. https://www.sec.gov/Archives/edgar/data/866829/0000950134-06-010490.txt - 2006-06-01 · 425 (0000950129-06-005999): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *Helix Energy Solutions is an energy services company providing innovative solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment, with service lines including diving services, shelf and deepwater construction, robotics, well operations, well engineering and subsurface consulting services, platform ownersh…* Helix Energy Solutions Group, Inc. announced on May 31, 2006 that its wholly-owned subsidiary Cal Dive International, Inc. filed a Form S-1 registration statement with the SEC for a planned initial public offering (IPO) of a minority interest in Cal Dive's common stock. The offering will be made by prospectus, and the registration statement had been filed but had not yet become effective as of the announcement date. Cal Dive International is a marine contractor providing diving, pipelay, and pipe burial services to the offshore oil and natural gas industry. https://www.sec.gov/Archives/edgar/data/866829/0000950129-06-005999.txt - 2026-04-23 · 425 (0001140361-26-016443): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* 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 transaction 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 transaction; (iii) the inability to complete the proposed transaction 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 transaction disrupts Helix's or Hornbeck current plans and operations as a result of the announcement of the... https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-016443.txt - 2026-04-23 · 425 (0001140361-26-016267): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* ("Hornbeck") today announced they have entered into a definitive agreement to combine in an all-stock transaction, establishing a premier integrated offshore services company. https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-016267.txt - 2026-04-23 · 425 (0001140361-26-016444): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* Commission File No.: 001-32936 Helix / Hornbeck Transaction Investor / Analyst Courtesy Email Subject: Helix and Hornbeck to Combine to Create a Premier Integrated Offshore Services Company Good morning Connor, I'm pleased to share that Helix Energy Solutions Group and Hornbeck Offshore Services have entered into a definitive agreement to combine in an all-stock transaction, establishing a premier integrated offshore services company. https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-016444.txt - 2026-04-23 · 425 (0001140361-26-016445): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* 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 transaction 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 transaction; (iii) the inability to complete the proposed transaction 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 transaction disrupts Helix's or Hornbeck current plans and operations as a result of the announcement of the... https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-016445.txt - 2026-04-23 · 425 (0001140361-26-016448): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* 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 transaction 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 transaction; (iii) the inability to complete the proposed transaction 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 transaction disrupts Helix's or Hornbeck current plans and operations as a result of the announcement of the... https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-016448.txt - 2026-04-23 · 425 (0001140361-26-016447): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* 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 transaction 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 transaction; (iii) the inability to complete the proposed transaction 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 transaction disrupts Helix's or Hornbeck current plans and operations as a result of the announcement of the... https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-016447.txt - 2026-04-23 · 425 (0001140361-26-016446): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* Today, we announced that we have entered into a definitive agreement to combine Helix Energy Solutions Group and Hornbeck Offshore Services. https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-016446.txt - 2026-04-24 · 425 (0001140361-26-016703): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* 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 transaction 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 transaction; (iii) the inability to complete the proposed transaction 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 transaction disrupts Helix's or Hornbeck current plans and operations as a result of the announcement of the... https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-016703.txt - 2026-05-04 · 425 (0001140361-26-018892): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* 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. https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-018892.txt - 2026-06-12 · 425 (0001140361-26-025006): 425 - HELIX ENERGY SOLUTIONS GROUP INC — *We are 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.* As previously disclosed, on April 22, 2026, Helix Energy Solutions Group, Inc., a Minnesota corporation (" Parent "), Odyssey Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (" Parent Sub "), Hercules Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Parent (" LLC Sub "), and Hornbeck Offshore Services, Inc., a Delaware corporation (the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement "), pursuant to which, upon the terms and subject to the conditions set forth therein, (i) Parent Sub will merge with and into the Company, with the Company continuing as the surviving entity (the " Surviving Corporation ") (the " First Company Merger ") and (ii) immediately following the First Company Merger,... https://www.sec.gov/Archives/edgar/data/866829/0001140361-26-025006.txt ## Citations - 0000950134-06-008511 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095013406008511 - 0000950134-06-010490 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095013406010490 - 0000950129-06-005999 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095012906005999 - 0001140361-26-016443 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126016443 - 0001140361-26-016267 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126016267 - 0001140361-26-016444 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126016444 - 0001140361-26-016445 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126016445 - 0001140361-26-016448 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126016448 - 0001140361-26-016447 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126016447 - 0001140361-26-016446 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126016446 - 0001140361-26-016703 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126016703 - 0001140361-26-018892 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126018892 - 0001140361-26-025006 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126025006