Business Context and Reporting Period
This Form 8-K, dated August 28, 2026, reports the completion of a merger between Helix Energy Solutions Group, Inc. ("Helix") and Hornbeck Offshore Services, Inc. ("Legacy Hornbeck"). Effective September 1, 2026, Helix converted from a Minnesota to a Delaware corporation, merged with Legacy Hornbeck, and was renamed "Hornbeck Offshore Services, Inc." The combined entity will trade on the New York Stock Exchange under the ticker symbol "HOS" commencing September 2, 2026.
Key Financial Metrics and Capital Structure
The filing details significant changes to the company's capital structure and debt facilities but does not provide specific revenue, profit, or cash flow figures for the reporting period within the text of this 8-K. Financial statements for Legacy Hornbeck are referenced as exhibits but not summarized in the narrative.
- Debt Facilities: The First Lien Revolving Credit Facility commitments were increased from $75 million to $125 million, with uncommitted incremental capacity raised to $175 million.
- Debt Termination: Helix terminated its existing $120 million asset-based credit facility (Helix ABL Facility) with no outstanding borrowings at the time of termination.
- Equity Issuance: 37,818,435 shares of Common Stock were issued to Consenting Stockholders of Legacy Hornbeck. Additionally, 8,617,903 Jones Act Warrants were assumed by the Company.
- Exchange Ratio: Legacy Hornbeck shareholders received 10.27167 shares of Common Stock for each share of Legacy Hornbeck common stock held.
Material Changes Versus Prior Period
The primary material change is the structural consolidation of two entities into a single Delaware corporation. Key changes include:
- Corporate Identity: The registrant changed its name from Helix Energy Solutions Group, Inc. to Hornbeck Offshore Services, Inc.
- Board Composition: The board was reconstituted. Five Helix directors resigned, and the new board consists of seven members, including Todd M. Hornbeck (Legacy Hornbeck) and William L. Transier (Helix).
- Executive Leadership: Owen Kratz (former Helix CEO) and other Helix executives were terminated. Todd M. Hornbeck was appointed President and CEO. R. Potter Adams was appointed CFO.
- Warrant Adjustments: Legacy Hornbeck warrants were converted or assumed with adjusted exchange ratios (e.g., Legacy Creditor Warrants converted at a 7.556 multiplier).
Guidance, Outlook, and Management Commentary
The filing does not contain forward-looking financial guidance, revenue projections, or management commentary regarding future operational performance. The document focuses on the legal and structural mechanics of the merger.
- Pro Forma Information: The Company intends to file required pro forma financial information by amendment within 71 calendar days of this report.
- Executive Compensation: Former Helix executives received change-in-control severance. Special bonuses of $300,000 were approved for the former CFO and General Counsel. A consulting agreement was entered with former CEO Owen Kratz at an annualized rate of $800,000 for up to one year.
- Risks and Contingencies: The filing notes that certain shares issued to Consenting Stockholders are unregistered and subject to resale restrictions. The transaction is subject to Jones Act compliance restrictions regarding citizenship.
Investor Verification Checklist
- Verify the trading commencement date and ticker symbol ("HOS") on the NYSE for September 2, 2026.
- Review the pro forma financial information once filed to assess the combined entity's financial position.
- Confirm the terms of the new $125 million revolving credit facility and the $175 million incremental capacity.
- Examine the unregistered status of the 37.8 million shares issued to Consenting Stockholders and associated resale limitations.
- Monitor the integration of the new executive leadership team and the transition of operations from the former Helix and Legacy Hornbeck structures.