BriefIQ Markets · 8-K

Helix Energy Solutions completes merger, adopts Hornbeck Offshore Services name and ticker, amends credit facilities, and updates executive roles

SEC filed 01-Sep-2026 BriefIQ published 01-Sep-2026 20:58

Key Facts

The facility matures on August 13, 2029.
The Company drew $25.0 million under the facility on March 4, 2026, at a disclosed 30-day SOFR rate of 6.97% as of June 30, 2026.
On December 27, 2024, the Company issued $450.0 million of Second Lien Term Loans due January 1, 2033.
The Company received $443.3 million net of a 1.5% origination fee and repaid $349.0 million of Second Lien Term Loans due 2026.
The loans bear fixed interest at 9.25% per annum and mature with a final balloon payment on January 1, 2033.
The loans are guaranteed by certain domestic and foreign subsidiaries and secured by a second-priority lien on all U.S.-flagged vessels.
In May 2025, the Company made a $1.7 million principal payment, including related fees, on the Second Lien Term Loans due 2033 after selling one U.S.-flagged vessel.
The payment was made in lieu of adding a replacement vessel as collateral.

The Company originally issued Warrants to purchase Common Stock in reliance on Section 4(a)(2) and/or Regulation D of the Securities Act.
Each Warrant entitles its holder to purchase 10.27167 fully paid and nonassessable shares of Common Stock.
The Warrants permit a cashless conversion in lieu of paying the Exercise Price in cash, subject to the stated formula and limitations.
The Company must reserve authorized but unissued Common Stock for issuance upon exercise or conversion of the Warrants.
The Warrants and the shares issuable upon exercise have not been registered and are subject to transfer restrictions unless registered or exempt.
Exercise or conversion is subject to Jones Act citizenship restrictions.

Owen Kratz currently serves as President and Chief Executive Officer of the Company.
The Company will terminate Owen Kratz’s employment as President and Chief Executive Officer without Cause effective as of the Closing Date.
In connection with the termination, Owen Kratz will resign from any other officer or director position he holds with the Company or its affiliates.
The disclosed reason for the termination and resignations is the merger transaction.
Helix entered into a consulting agreement with Owen Kratz on August 31, 2026, effective as of the Effective Time.
Owen Kratz will provide consulting services for up to 30 hours per month, including transition and integration, strategic and operational initiatives, and customer relations.
The consulting agreement will terminate on the one-year anniversary of the Effective Time unless terminated earlier under the agreement.
The Company will pay Owen Kratz an annualized consulting fee of $800,000 in equal monthly installments in arrears.
Owen Kratz agreed to confidentiality and non-disparagement obligations in favor of Helix.
On August 31, 2026, the Compensation Committee approved an annual bonus for Brian M. Sparks equal to 150% of his target bonus opportunity under the Helix 2026 short-term incentive program.
The Compensation Committee determined that the previously approved performance metrics would no longer apply following the Effective Time.

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