Helix Energy Solutions Group shareholders on Monday approved the proposals needed to complete the company's all-stock combination with Hornbeck Offshore Services, clearing the final corporate hurdle for a deal the two companies now expect to close Sept. 1.
The vote came at a special meeting of Helix shareholders held Aug. 31. Final voting results, as certified by an independent inspector of election, will be filed on a Form 8-K with the Securities and Exchange Commission.
When the transaction closes, Hornbeck securityholders will own roughly 55% of the combined company and Helix shareholders roughly 45% on a fully diluted basis. The merged company will operate under the Hornbeck Offshore Services Inc. name and trade on the New York Stock Exchange under the ticker symbol HOS. Helix currently trades on the NYSE as HLX.
"We thank our shareholders for their support of our transaction with Hornbeck," Owen Kratz, president and CEO of Houston-based Helix, said in a statement. "We believe this combination establishes an integrated offshore services company with enhanced scale, expanded capabilities and opportunities for growth across the deepwater energy, defense and renewables industries."
Todd M. Hornbeck, chairman, president and CEO of Covington, La.-based Hornbeck, called the vote "an important milestone in bringing together two industry leaders."
"We appreciate the support of Helix's shareholders and look forward to creating a global offshore services leader, one with the innovative, high-quality and value-added business solutions, global reach, advanced technology and financial strength necessary to better serve our customers and drive long-term shareholder value," he said.
The companies announced the definitive agreement April 23. Under its terms, Hornbeck shareholders receive a fixed exchange ratio of 10.27167 Helix shares for each Hornbeck share. The merger is expected to be tax-free to shareholders of both companies. Ares Management funds, which hold a significant portion of Hornbeck's ownership, delivered written consent approving the transaction at the time of the announcement.
The combined company will keep dual headquarters in Covington and Houston. Todd Hornbeck will serve as president and CEO, with a seven-member board made up of four Hornbeck directors and three from Helix. William L. Transier will serve as chairman.
The deal joins Helix's well intervention assets and subsea robotics work with Hornbeck's specialty and ultra-high specification offshore support vessel fleet, along with trenching of subsea pipelines and cables. Helix operates in West Africa, the Asia Pacific, the North Sea, the U.S. and Brazil; Hornbeck's operations are concentrated in the Americas, including Brazil and Mexico.
The companies have projected $75 million or more in annual revenue and cost synergies within three years of closing, from integrated service offerings, fleet optimization, less reliance on third-party vessel charters, and maintenance, procurement and operations efficiencies.
Goldman Sachs & Co. LLC served as financial advisor to Helix, with Veriten LLC as independent strategic advisor, Baker Botts L.L.P. as legal counsel and Joele Frank, Wilkinson Brimmer Katcher as strategic communications advisor. Barclays, Piper Sandler & Co. and J.P. Morgan advised Hornbeck, with Kirkland & Ellis LLP serving as legal counsel.
