SCHEDULE: Hornbeck Offshore Completes Merger, Ares Management Discloses Stake

Hornbeck Offshore Services, Inc. has completed its merger with Helix Energy Solutions Group, Inc., with Ares Management entities disclosing a significant beneficial ownership stake.

Summary

• This filing is a Schedule 13D, indicating a significant beneficial ownership of Hornbeck Offshore Services, Inc. (the "Issuer") by multiple reporting entities, primarily associated with Ares Management.
• The filing details the completion of a merger between Helix Energy Solutions Group, Inc. and Hornbeck Offshore Services, Inc. (Legacy Hornbeck) on September 1, 2026.
• As a result of the merger, the reporting persons collectively hold a substantial number of shares and warrants convertible into shares of the Issuer's common stock.
• The reporting persons collectively beneficially own 61,738,413 shares of common stock, representing 23.7% of the class, through various entities.
• The filing also outlines the terms of a Securityholders Agreement and a Registration Rights Agreement, which govern the rights and obligations of the reporting persons as significant shareholders.
• These agreements include provisions for board representation for Ares Management entities based on their ownership percentage and restrictions on further acquisitions or actions for a specified period.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily due to the completion of a significant merger and the establishment of governance structures, though it lacks specific forward-looking financial guidance.

Positives

• Completion of the merger between Helix Energy Solutions Group, Inc. and Hornbeck Offshore Services, Inc. on September 1, 2026, creating a combined entity.
• Ares Management entities have established significant beneficial ownership, indicating confidence or strategic interest in the combined company.
• The Securityholders Agreement provides for board representation for Ares Management, ensuring a voice in corporate governance.
• The Registration Rights Agreement facilitates the future sale or registration of securities held by the reporting persons.

Negatives

• The filing does not provide specific financial metrics or forward-looking guidance for the combined entity, making it difficult to assess immediate financial performance.
• The Securityholders Agreement imposes standstill restrictions on the reporting persons, limiting certain actions for a defined period.
• The complex structure of reporting entities and their interrelationships can obscure the ultimate beneficial ownership and control.

Risks

• The "Standstill Period" imposes restrictions on the reporting persons, limiting their ability to acquire more than 30% of the common stock, engage in certain extraordinary transactions, or initiate proxy contests without consent.
• The Jones Act ownership restrictions may impact the ability of certain entities to fully exercise their rights or ownership of shares.
• The potential for future strategic actions by the reporting persons, such as mergers or divestitures, could create uncertainty for other shareholders.

Future Outlook

The filing indicates that the Reporting Persons intend to continuously review their investments in the Issuer. Any future actions will depend on factors such as the Issuer's business, financial condition, operations, prospects, security price levels, market conditions, and alternative investment opportunities. They may acquire additional securities, retain or sell existing holdings, or enter into financial instruments to adjust their economic exposure. They may also engage in discussions regarding extraordinary corporate transactions, such as mergers, reorganizations, de-listings, offerings, repurchases, asset sales, or changes to capitalization or dividend policy.

Management Comments

• 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 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.
• 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.

Industry Context

StockSavvy.ai notes that the completion of this merger and the subsequent disclosure of significant ownership by Ares Management entities is a common occurrence in the energy services sector, particularly following periods of industry consolidation or restructuring. The involvement of a major investment manager like Ares highlights the ongoing trend of private capital playing a crucial role in the sector's evolution.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The merger creates a new entity, and the significant stake held by Ares Management, along with their board representation and standstill provisions, will influence corporate strategy and governance.
• Creditors: The merger may impact the financial standing and creditworthiness of the combined entity, affecting existing creditors.
• Employees: The merger and potential future strategic actions by Ares Management could lead to changes in organizational structure, operations, and employment levels.

Next Steps

• The Reporting Persons will continue to review their investment in the Issuer.
• The Reporting Persons may engage in discussions with management, the Board, other securityholders, and relevant parties regarding potential extraordinary corporate transactions.
• The Reporting Persons may retain consultants and advisors to facilitate their consideration of various courses of action.
• The Reporting Persons may enter into discussions with potential sources of capital and other third parties.
• The Issuer is obligated to file a shelf registration statement for registrable securities as soon as practicable after the Closing Date.

Key Dates

Recommendation

The filing details a completed merger and the significant stake of a major investment firm, Ares Management. While this indicates strategic interest, the lack of specific financial performance data or forward-looking guidance for the combined entity, coupled with standstill restrictions, warrants a 'hold' position. Investors should await further financial disclosures and strategic updates before considering a more definitive action.

Keywords

Hornbeck Offshore Services, Schedule 13D, Merger, Ares Management, Beneficial Ownership, Securityholders Agreement, Registration Rights, Helix Energy Solutions