HELIX ENERGY SOLUTIONS GROUP INC

Previous wording

Litigation relating to the Merger Agreement and the Transactions could result in an injunction preventing consummation of the Mergers and the Transactions and could cause us to incur substantial costs.

Current wording

Litigation relating to the Merger Agreement and the Transactions could delay or prevent the consummation of the Mergers and the Transactions and could cause us to incur substantial costs.

Previous wording

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger, acquisition or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Helix, Hornbeck or the Combined Company’s liquidity and financial condition.

Current wording

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger, acquisition or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Helix’s, Hornbeck’s or the Combined Company’s respective liquidity and financial condition.

Previous wording

Lawsuits that may be brought against Helix, Hornbeck or our or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Transactions, including the Mergers. The consummation of theTransactions is conditioned, in part, upon there being no law, injunction or order of any governmental body prohibiting the consummation of the Transactions. Consequently, if a plaintiff were to be successful in obtaining an injunction prohibiting consummation of the Transactions, that injunction may delay or prevent the Mergers from being completed within the expected timeframe or at all, which may adversely affect the respective businesses, financial positions and results of operations of Helix, Hornbeck or the Combined Company.

Current wording

Lawsuits that may be brought against Helix, Hornbeck or our or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Transactions, including the Mergers. One of the conditions to the closing of the Transactions is that no law or governmental order is in effect that restrains, enjoins, makes illegal or otherwise prohibits the closing of the Transactions. Consequently, if a plaintiff were to be successful in obtaining an injunction prohibiting consummation of the Transactions, that injunction may delay or prevent the Mergers from being completed within the expected timeframe or at all, which may adversely affect the respective businesses, financial positions and results of operations of Helix, Hornbeck or the Combined Company.

Previous wording

There can be no assurance that any party to the Merger Agreement, if named as a defendant in such a lawsuit, would be successful in the outcome of any pending or any potential future litigation. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions, including the Mergers, are consummated may adversely affect Helix, Hornbeck or the Combined Company’s business, financial condition, results of operations and cash flows.

Current wording

Either Helix or Hornbeck may terminate the Merger Agreement if any governmental order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions becomes final and non-appealable; however, this right to terminate the Merger Agreement is not available to any party to the Merger Agreement whose action or failure to act has been the primary cause of, or primarily resulted in, the failure of the closing of the Transactions to occur by December 31, 2026 and such action or failure to act constitutes a material breach of the Merger Agreement by such party. There can be no assurance that any party to the Merger Agreement, if named as a defendant in such a lawsuit, would be successful in the outcome of any potential future litigation. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions, including the Mergers, are consummated may adversely affect the respective businesses, financial conditions, results of operations and cash flows of Helix, Hornbeck or the Combined Company.

Previous wording

Similarly, a delay in consummating the Mergers could cause the Combined Company not to realize some or all of the synergies and other benefits that it expects to achieve if the Mergers are successfully consummated within the expected time frame. Although the parties will continue to operate independently until completion of the Mergers, the Merger Agreement contains certain restrictions on the conduct of each of the parties’ respective businesses through completion of the Mergers. These restrictions could adversely affect our ability to execute business strategies or pursue attractive business opportunities, particularly if the consummation of the Mergers is delayed. In addition, a delay could enhance the risks that management would focus on completion of the Mergers instead of on other opportunities that could be beneficial to our business and shareholders. The success of the Mergers following completion also will depend, in part, on the ability of the Combined Company to realize the anticipated benefits from combining the businesses of Helix and Hornbeck. If Helix and Hornbeck are unable to successfully combine their businesses, the anticipated benefits of the Mergers may take longer to realize than expected. In addition, the actual integration of Helix and Hornbeck’s businesses may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Mergers and negatively impact the Combined Company’s business, financial condition and results of operations or adversely affect the trading price of the Combined Company’s common stock following consummation of the Mergers.

Current wording

Similarly, a delay in consummating the Mergers could cause the Combined Company not to realize some or all of the synergies and other benefits that it expects to achieve if the Mergers are successfully consummated within the expected time frame. Although the parties will continue to operate independently until completion of the Mergers, the Merger Agreement contains certain restrictions on the conduct of each of the parties’ respective businesses through completion of the Mergers. These restrictions could adversely affect our ability to execute business strategies or pursue attractive business opportunities, particularly if the consummation of the Mergers is delayed. In addition, a delay could enhance the risks that management would focus on completion of the Mergers instead of on other opportunities that could be beneficial to our business and shareholders. The success of the Mergers following completion also will depend, in part, on the ability of the Combined Company to realize the anticipated benefits from combining the businesses of Helix and Hornbeck. If Helix and Hornbeck are unable to successfully combine their businesses, the anticipated benefits of the Mergers may take longer to realize than expected. In addition, the actual integration of Helix’s and Hornbeck’s businesses may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Mergers and negatively impact the Combined Company’s business, financial condition and results of operations or adversely affect the trading price of the Combined Company’s common stock following consummation of the Mergers.