Item 4 — Purpose of Transaction
Merger On April 22, 2026, Helix Energy Solutions Group, Inc., a Minnesota corporation ("Helix"), Hornbeck Offshore Services, Inc., a Delaware corporation ("Legacy Hornbeck"), and certain subsidiaries of Helix entered into an Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), pursuant to which a wholly owned subsidiary of Helix merged with and into Legacy Hornbeck (the "first merger"), with Legacy Hornbeck surviving, and Legacy Hornbeck immediately merged with and into another wholly owned subsidiary of Helix, with that subsidiary surviving as a wholly owned subsidiary of Helix (the "Mergers"). Immediately prior to the Mergers, Helix converted from a Minnesota corporation into a Delaware corporation and, following such conversion and the Mergers, changed its name to "Hornbeck Offshore Services, Inc." The Mergers closed on September 1, 2026 (the "Closing Date"). At the effective time of the first merger (the "Effective Time"), each share of Legacy Hornbeck common stock issued and outstanding immediately before the Effective Time, other than certain excluded shares and shares as to which appraisal rights have been properly exercised, automatically converted into the right to receive 10.27167 validly issued, fully paid and nonassessable shares of the Issuer's Common Stock (the "Exchange Ratio") plus the cash value of any fractional share that was payable pursuant to the Merger Agreement. Each warrant (the "Jones Act Warrant") issued by Legacy Hornbeck pursuant to the Jones Act Warrant Agreement, dated as of September 4, 2020, as amended, outstanding immediately before the Effective Time were assumed by the Issuer and are immediately exercisable, subject to the Jones Act ownership restrictions contained in the Issuer's certificate of incorporation, for a number of shares of Common Stock equal to (i) the number of Legacy Hornbeck common stock shares underlying the applicable Jones Act Warrant immediately before the Effective Time multiplied by (ii) the Exchange Ratio, as described in the Amended and Restated Jones Act Warrant Agreement, dated September 1, 2026, by and among the Issuer, Hercules Sub LLC (as successor by merger to Legacy Hornbeck) and Equiniti Trust Company, LLC. The exercise price of each Jones Act Warrant is $0.00001 per share. Each warrant (the "Creditor Warrants") issued by Legacy Hornbeck pursuant to the Creditor Warrant Agreement, dated as of September 4, 2020, as amended, outstanding and unexercised immediately before the Effective Time converted into the right to receive Common Stock equal to the number of such holder's Legacy Hornbeck Creditor Warrants multiplied by 7.556, plus the cash value of any fractional share that was payable pursuant to the Merger Agreement. Accordingly, at the Effective Time and as of the Closing Date, the Reporting Persons' outstanding Legacy Hornbeck common stock and Creditor Warrants were converted into a total of 27,425,863 shares of Common Stock, and the Reporting Persons' outstanding Jones Act Warrants became exercisable for 42,929,494 shares of Common Stock. General The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons, subject to the Jones Act ownership restrictions contained in the Issuer's certificate of incorporation and the Securityholders Agreement (as defined below), may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Persons may also enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer, which instruments or agreements may or may not affect the Reporting Persons' beneficial ownership in securities of the Issuer. In addition, the Reporting Persons, as well as Aaron Rosen, a Partner, Co-Head of Opportunistic Credit and Co-Portfolio Manager of Special Opportunities in the Ares Credit Group, in his position as a director of the Issuer's board of directors (the "Board"), may engage in discussions with management, the Board, other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-reg