{"filing":{"accession_number":"0001193125-26-378529","cik":"0000866829","ticker":"HLX","company_name":"HORNBECK OFFSHORE SERVICES, INC.","form":"8-K","filing_date":"2026-09-01","report_date":"2026-08-28","primary_document":"d102206d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/866829/000119312526378529/d102206d8k.htm"},"events":[{"id":31043,"run_id":28471,"accession_number":"0001193125-26-378529","anchor_item_number":"5.02","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"Hornbeck completed a merger transaction with Legacy Hornbeck effective September 1, 2026, resulting in a change of control, complete board and officer restructuring, and issuance of 37.8 million shares and 8.6 million warrants to Legacy Hornbeck stockholders as merger consideration. The transaction involved amended warrant agreements, credit facility amendments, and a Delaware incorporation with new governance charter provisions.","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33823,"accession_number":"0001193125-26-378529","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 1.01 disclosure centers on entry into material definitive agreements in connection with \"the Mergers\" — specifically amended and restated warrant agreements and credit facility amendments that permit and facilitate a merger transaction. The filing references \"Legacy Hornbeck,\" \"LLC Sub (as successor by merger to Legacy Hornbeck),\" and \"the Effective Time,\" all indicating a completed or imminent merger/change of control. While the Item focuses on warrant and credit agreements rather than a merger agreement itself, these are ancillary agreements directly tied to the merger event, making the underlying M\u0026A activity the material disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33825,"accession_number":"0001193125-26-378529","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.01 is titled \"Completion of Acquisition or Disposition of Assets\" and the section explicitly states \"The information set forth or incorporated by reference in the Introductory Note of this Current Report on Form 8-K (this 'Current Report') is incorporated by reference into this Item 2.01.\" While the supplemental exhibit contains consolidated financial statements rather than explicit M\u0026A transaction details, the Item 2.01 heading and cross-reference to the Introductory Note (not provided here) indicate this 8-K is disclosing completion of an acquisition or disposition. The financial statements show significant changes in assets and liabilities consistent with a material transaction, including property, plant and equipment changes and debt modifications.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33829,"accession_number":"0001193125-26-378529","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 5.01 discloses a \"Changes in Control of Registrant\" and incorporates by reference Item 5.02, which typically addresses executive changes. However, the Item 5.01 caption itself signals a change of control event. The supplemental financial statements (EX-99.1) show consolidated financials dated March 24, 2026, suggesting a significant corporate transaction occurred. While the prose provided does not explicitly detail the transaction mechanics, Item 5.01 is the dedicated 8-K item for material acquisitions, dispositions, mergers, or changes of control, making ma_activity the most appropriate classification despite limited transaction detail in the excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33830,"accession_number":"0001193125-26-378529","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"This Item 5.02 discloses the completion of a merger transaction (the \"Effective Time\") between Helix and Legacy Hornbeck, resulting in a change of control and complete board and officer restructuring. The filing references a \"Merger Agreement\" and describes the appointment of new directors and officers from both legacy entities and investor-designated parties (Ares Investor and Whitebox Investor), along with the departure of prior Helix executives. While Item 5.02 typically covers executive changes, the substance here is the consummation of a material acquisition/merger with governance restructuring as the principal disclosed consequence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33832,"accession_number":"0001193125-26-378529","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 7.01 disclosure announces \"the closing of the Mergers\" via press release on September 1, 2026. Although Item 7.01 is typically used for miscellaneous events, the substance here is the completion of a material acquisition or merger transaction. The reference to \"Mergers\" (plural) and the formal announcement of closing constitutes a material M\u0026A event that would affect a reasonable investor's assessment of the company's structure and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":31044,"run_id":28471,"accession_number":"0001193125-26-378529","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"The company issued 37,818,435 shares of Common Stock and 8,617,903 Jones Act Warrants to Legacy Hornbeck stockholders pursuant to the Merger Agreement, with the shares exempt from registration under Section 4(a)(2) of the Securities Act, representing substantial dilution to existing shareholders.","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33827,"accession_number":"0001193125-26-378529","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered issuance of 37,818,435 shares of Common Stock (the \"Consenting Stockholder Shares\") and 8,617,903 Jones Act Warrants to Legacy Hornbeck stockholders pursuant to a Merger Agreement, with the shares exempt from registration under Section 4(a)(2) of the Securities Act. This is a material unregistered equity issuance typical of merger consideration, fitting the dilutive_issuance category. The substantial share count and warrant assumption represent significant dilution to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":31045,"run_id":28471,"accession_number":"0001193125-26-378529","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"The company entered into a First Incremental Facility Amendment to its First Lien Revolving Credit Facility, creating a new or modified direct financial obligation that affects the company's capital structure and liquidity position.","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33826,"accession_number":"0001193125-26-378529","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through a \"First Incremental Facility Amendment to First Lien Revolving Credit Facility,\" which is incorporated by reference from Item 1.01. This amendment to a revolving credit facility represents the establishment of a new or modified direct financial obligation. The disclosure is material as it affects the company's capital structure and liquidity position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":31046,"run_id":28471,"accession_number":"0001193125-26-378529","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Hornbeck converted from a Minnesota corporation to a Delaware corporation effective September 1, 2026, following shareholder approval, and adopted a new Certificate of Incorporation and Bylaws including authorized share increases, Jones Act provisions, D\u0026O citizenship requirements, exclusive forum provisions, officer exculpation, and removal of supermajority approval requirements. The company also changed its name to Hornbeck Offshore Services, Inc.","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33831,"accession_number":"0001193125-26-378529","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a material corporate governance event: the conversion of Helix from a Minnesota corporation to a Delaware corporation, effective September 1, 2026, following shareholder approval at a Special Meeting. The disclosure also covers the adoption of a new Certificate of Incorporation and Bylaws, including multiple charter proposals (authorized share increase, Jones Act provisions, D\u0026O citizenship, exclusive forum, officer exculpation, removal of supermajority approval requirement), and a subsequent name change to Hornbeck Offshore Services, Inc. While this involves structural and governance changes, it does not fit the specific categories of exec_departure, exec_appointment, exec_compensation, or shareholder_vote_results (which would apply to voting results, not the governance changes themselves). The conversion and charter amendments are material governance matters affecting stockholder rights and corporate structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":31047,"run_id":28471,"accession_number":"0001193125-26-378529","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"summary":"The company amended the Jones Act Warrant Agreements to modify the rights of warrant holders, with details incorporated by reference from Items 1.01 and 5.03.","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33828,"accession_number":"0001193125-26-378529","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"Item 3.03 discloses a material modification to the rights of security holders through amendments to the Jones Act Warrant Agreements, with details incorporated by reference from Item 1.01 and Item 5.03. While the specific terms of the warrant modifications are not fully detailed in the excerpt provided, the filing explicitly identifies this as a modification affecting warrant holders' rights. This is a governance matter involving changes to security holder rights, though the precise nature of the modification (dilution, anti-dilution, or other structural change) cannot be fully determined from the Item 3.03 text alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":31048,"run_id":28471,"accession_number":"0001193125-26-378529","anchor_item_number":"1.02","event_type":"financial_other","event_domain":"financial","is_material":false,"confidence":0.75,"summary":"Helix terminated its $120 million asset-based credit facility with Bank of America with no outstanding borrowings, resulting in release of liens and guarantees with no financial impact.","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33824,"accession_number":"0001193125-26-378529","item_number":"1.02","item_title":null,"event_type":"financial_other","event_domain":"financial","is_material":false,"confidence":0.75,"reasoning":"The disclosure describes the termination of Helix's $120 million asset-based credit facility with Bank of America, with no outstanding borrowings and release of liens and guarantees. This is a routine administrative termination of an existing credit facility with no financial impact (zero balance), distinct from a debt issuance or covenant breach. While the termination itself is a financial event, it lacks materiality because there were no outstanding borrowings and the facility was simply eliminated without triggering any financial obligation or restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":33823,"accession_number":"0001193125-26-378529","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 1.01 disclosure centers on entry into material definitive agreements in connection with \"the Mergers\" — specifically amended and restated warrant agreements and credit facility amendments that permit and facilitate a merger transaction. The filing references \"Legacy Hornbeck,\" \"LLC Sub (as successor by merger to Legacy Hornbeck),\" and \"the Effective Time,\" all indicating a completed or imminent merger/change of control. While the Item focuses on warrant and credit agreements rather than a merger agreement itself, these are ancillary agreements directly tied to the merger event, making the underlying M\u0026A activity the material disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33824,"accession_number":"0001193125-26-378529","item_number":"1.02","item_title":null,"event_type":"financial_other","event_domain":"financial","is_material":false,"confidence":0.75,"reasoning":"The disclosure describes the termination of Helix's $120 million asset-based credit facility with Bank of America, with no outstanding borrowings and release of liens and guarantees. This is a routine administrative termination of an existing credit facility with no financial impact (zero balance), distinct from a debt issuance or covenant breach. While the termination itself is a financial event, it lacks materiality because there were no outstanding borrowings and the facility was simply eliminated without triggering any financial obligation or restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33825,"accession_number":"0001193125-26-378529","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.01 is titled \"Completion of Acquisition or Disposition of Assets\" and the section explicitly states \"The information set forth or incorporated by reference in the Introductory Note of this Current Report on Form 8-K (this 'Current Report') is incorporated by reference into this Item 2.01.\" While the supplemental exhibit contains consolidated financial statements rather than explicit M\u0026A transaction details, the Item 2.01 heading and cross-reference to the Introductory Note (not provided here) indicate this 8-K is disclosing completion of an acquisition or disposition. The financial statements show significant changes in assets and liabilities consistent with a material transaction, including property, plant and equipment changes and debt modifications.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33826,"accession_number":"0001193125-26-378529","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through a \"First Incremental Facility Amendment to First Lien Revolving Credit Facility,\" which is incorporated by reference from Item 1.01. This amendment to a revolving credit facility represents the establishment of a new or modified direct financial obligation. The disclosure is material as it affects the company's capital structure and liquidity position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33827,"accession_number":"0001193125-26-378529","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered issuance of 37,818,435 shares of Common Stock (the \"Consenting Stockholder Shares\") and 8,617,903 Jones Act Warrants to Legacy Hornbeck stockholders pursuant to a Merger Agreement, with the shares exempt from registration under Section 4(a)(2) of the Securities Act. This is a material unregistered equity issuance typical of merger consideration, fitting the dilutive_issuance category. The substantial share count and warrant assumption represent significant dilution to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33828,"accession_number":"0001193125-26-378529","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"Item 3.03 discloses a material modification to the rights of security holders through amendments to the Jones Act Warrant Agreements, with details incorporated by reference from Item 1.01 and Item 5.03. While the specific terms of the warrant modifications are not fully detailed in the excerpt provided, the filing explicitly identifies this as a modification affecting warrant holders' rights. This is a governance matter involving changes to security holder rights, though the precise nature of the modification (dilution, anti-dilution, or other structural change) cannot be fully determined from the Item 3.03 text alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33829,"accession_number":"0001193125-26-378529","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 5.01 discloses a \"Changes in Control of Registrant\" and incorporates by reference Item 5.02, which typically addresses executive changes. However, the Item 5.01 caption itself signals a change of control event. The supplemental financial statements (EX-99.1) show consolidated financials dated March 24, 2026, suggesting a significant corporate transaction occurred. While the prose provided does not explicitly detail the transaction mechanics, Item 5.01 is the dedicated 8-K item for material acquisitions, dispositions, mergers, or changes of control, making ma_activity the most appropriate classification despite limited transaction detail in the excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33830,"accession_number":"0001193125-26-378529","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"This Item 5.02 discloses the completion of a merger transaction (the \"Effective Time\") between Helix and Legacy Hornbeck, resulting in a change of control and complete board and officer restructuring. The filing references a \"Merger Agreement\" and describes the appointment of new directors and officers from both legacy entities and investor-designated parties (Ares Investor and Whitebox Investor), along with the departure of prior Helix executives. While Item 5.02 typically covers executive changes, the substance here is the consummation of a material acquisition/merger with governance restructuring as the principal disclosed consequence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33831,"accession_number":"0001193125-26-378529","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a material corporate governance event: the conversion of Helix from a Minnesota corporation to a Delaware corporation, effective September 1, 2026, following shareholder approval at a Special Meeting. The disclosure also covers the adoption of a new Certificate of Incorporation and Bylaws, including multiple charter proposals (authorized share increase, Jones Act provisions, D\u0026O citizenship, exclusive forum, officer exculpation, removal of supermajority approval requirement), and a subsequent name change to Hornbeck Offshore Services, Inc. While this involves structural and governance changes, it does not fit the specific categories of exec_departure, exec_appointment, exec_compensation, or shareholder_vote_results (which would apply to voting results, not the governance changes themselves). The conversion and charter amendments are material governance matters affecting stockholder rights and corporate structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"},{"id":33832,"accession_number":"0001193125-26-378529","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 7.01 disclosure announces \"the closing of the Mergers\" via press release on September 1, 2026. Although Item 7.01 is typically used for miscellaneous events, the substance here is the completion of a material acquisition or merger transaction. The reference to \"Mergers\" (plural) and the formal announcement of closing constitutes a material M\u0026A event that would affect a reasonable investor's assessment of the company's structure and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:48:26.088925+00:00","company_name":"HORNBECK OFFSHORE SERVICES, INC.","ticker":"HLX","filing_date":"2026-09-01"}]}