螺旋能源美股招股说明书(2026-07-31版)

On behalf of the board of directors of Helix Energy Solutions Group, Inc. (“Helix”), we are pleased to enclose the accompanyingproxy statement/prospectus relating to the business combination of Helix and Hornbeck Offshore Services, Inc. (“Hornbeck”). We arerequesting that you take certain actions as a Helix shareholder. On April22, 2026, Helix entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”)with Hornbeck and certain subsidiaries of Helix that provides for the combination of Helix and Hornbeck. Pursuant to the mergeragreement, (i)Odyssey Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Helix, will merge with and intoHornbeck, with Hornbeck continuing as the surviving entity (the “first merger” and the surviving entity, the “surviving corporation”), and(ii) immediately following the first merger, the surviving corporation will merge with and into Hercules Sub LLC, a Delaware limitedliability company and direct wholly owned subsidiary of Helix, with Hercules Sub LLC surviving the merger as a direct wholly ownedsubsidiary of the combined company (as defined below) (the “second merger” and, together with the first merger, the “mergers”). Under the terms of the merger agreement, immediately prior to the first merger, Helix will convert from a Minnesota corporation to aDelaware corporation (the “Conversion” and, Helix following the Conversion to a Delaware corporation, “Helix Delaware”) in accordancewith Section265 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and Section302A.682 of theMinnesota Business Corporation Act, as amended (the “MBCA”), pursuant to a plan of conversion (the “plan of conversion”)contemplated by the merger agreement. Pursuant to the Conversion, (x) each issued and outstanding share of Helix common stock,without par value (“Helix common stock”), will be converted into one share of common stock, par value $0.00001 per share, of HelixDelaware (“Converted Helix Common Stock”), (y) each issued and outstanding share of Helix preferred stock, par value $0.01 per share(“Helix preferred stock”), will be converted into one share of preferred stock, par value $0.00001 per share, of Helix Delaware(“Converted Helix Preferred Stock”) and (z) the name of Helix Delaware will be changed to “Hornbeck Offshore Services, Inc.” Upon theterms and subject to the conditions set forth in the merger agreement, at the time the first merger becomes effective (the “effective time”),each share of Hornbeck common stock, par value $0.00001 per share (“Hornbeck common stock”), issued and outstanding immediatelyprior to the effective time (other than Excluded Shares and Dissenting Shares (each as defined in the merger agreement)) willautomatically be converted into the right to receive 10.27167 (the “exchange ratio”) validly issued, fully paid and nonassessable shares ofConverted Helix Common Stock. Upon consummation of the mergers and the other transactions contemplated by the merger agreement,Hornbeck will be a wholly owned subsidiary of Helix Delaware (Helix Delaware following the mergers, the “combined company”).Following consummation of the mergers and the other transactions contemplated by the merger agreement, the Converted Helix CommonStock, which will be the common stock of the combined company, will remain listed on the New York Stock Exchange (the “NYSE”) andwill continue to trade under the new ticker symbol, “HOS.” In addition, in connection with the mergers, at the effective time, (i) eachHornbeck warrant issued pursuant to the Creditor Warrant Agreement, dated as of September4, 2020, as amended (each, a “CreditorWarrant”), that is outstanding and unexercised as of immediately prior to the effective time will be converted into the right to receive, inaccordance with the merger agreement, a number of shares of Converted Helix Common Stock (or, in accordance with the applicableJones Act (as defined below) restrictions in the certificate of incorporation of the combined company, new Jones Act Warrants (as definedbelow) to acquire such Converted Helix Common Stock), (ii) each Hornbeck performance restricted stock unit award and restricted stockunit award that is outstanding as of immediately prior to the effective time will be canceled and the holder thereof will become entitled toreceive, in accordance with the merger agreement, a number of shares of Converted Helix Common Stock, (iii) each Helix restricted stockaward that is outstanding immediately prior to the effective time will be in respect of Converted Helix Common Stock and be fully vested,(iv) each Helix performance share unit award and Helix restricted stock unit award that is outstanding as of immediately prior to theeffective time will be canceled and the holder thereof will become entitled to receive, in accordance with the merger agreement, a numberof shares of Converted Helix Common Stock (or a cash payment, as the Helix Board may instead d