As filed with the Securities and Exchange Commission on May 19, 2006

Registration No. 333-132922

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 2
to

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HELIX ENERGY SOLUTIONS GROUP, INC.

Minnesota		1389		95-3409686
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification No.)

Arthur H. Rogers		Michael O’Leary
Fulbright & Jaworski L.L.P.		Andrews Kurth LLP
1301 McKinney, Suite 5100		600 Travis, Suite 4200
Houston, Texas 77010		Houston, Texas 77002-3090
(713) 651-5151		(713) 220-4200

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and the effective time of the merger of Remington Oil and Gas Corporation with and into a wholly owned subsidiary of the registrant as described in the Agreement and Plan of Merger dated January 22, 2006, by and between Helix Energy Solutions Group, Inc. (formerly known as Cal Dive International, Inc.) and Remington Oil and Gas Corporation, as amended by Amendment No. 1 to Agreement and Plan of Merger dated January 24, 2006, by and among Helix Energy Solutions Group, Inc., Cal Dive Merger – Delaware Inc., a wholly owned subsidiary of Helix Energy Solutions Group, Inc., and Remington Oil and Gas Corporation.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

Subject to Completion, dated May 19, 2006

[Remington Oil and Gas Corporation LOGO]

[     ], 2006

Dear Remington Oil and Gas Corporation Stockholder:

     The board of directors of Remington Oil and Gas Corporation (“Remington”) has unanimously approved a merger agreement with Helix Energy Solutions Group, Inc. (formerly known as Cal Dive International, Inc.) (“Helix”). If Remington stockholders approve and adopt the merger agreement and the merger is subsequently completed, Remington will merge into a subsidiary of Helix and stockholders of Remington will receive (i) 0.436 of a share of Helix common stock and (ii) $27.00 in cash for each share of Remington common stock owned. The implied value of the stock consideration will fluctuate as the market price of Helix common stock fluctuates. You should obtain current stock price quotations for Remington common stock and Helix common stock. Remington common stock is quoted on the New York Stock Exchange under the symbol “REM.” Helix common stock is quoted on the Nasdaq National Market System under the symbol “HELX.” Based on the closing price of Helix’s common stock on the Nasdaq on [     ], 2006, the value of the aggregate consideration to be received by Remington stockholders would be approximately [     ] per share. Upon completion of the merger, we estimate that Remington’s former stockholders will own approximately 14% of the common stock of Helix.

     You will be asked to vote on the merger proposal at a special meeting of Remington stockholders to be held on [     ], 2006, at [      ], [       ] Central Daylight Time, at [       ]. Only holders of record of Remington common stock at the close of business on [      ], 2006, the record date for the special meeting, are entitled to vote at the special meeting.

     After careful consideration, Remington’s board of directors has unanimously determined that the merger is advisable and in the best interests of Remington and its stockholders and unanimously recommends that Remington stockholders vote FOR approval and adoption of the merger agreement.

     Your vote is very important. Because approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Remington common stock entitled to vote at the special meeting, a failure to vote will have the same effect as a vote against approval and adoption of the merger agreement.

     Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card or voting instruction card in the enclosed envelope as soon as possible so that your shares are represented at the meeting. This action will not limit your right to vote in person if you wish to attend the special meeting and vote in person.

     This document is a prospectus related to the issuance of shares of Helix common stock in connection with the merger and a proxy statement for Remington to use in soliciting proxies for its special meeting of stockholders. Attached to this letter is an important document containing answers to frequently asked questions and a summary description of the merger, followed by more detailed information about Remington, Helix, the proposed merger and the merger agreement. We urge you to read this document carefully and in its entirety. In particular, you should consider the matters discussed under “Risk Factors” beginning on page 14 of this proxy statement/prospectus.

     Remington’s board of directors very much appreciates and looks forward to your support.

Sincerely,

James A. Watt
Chairman of the Board and
Chief Executive Officer

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or passed upon the adequacy or accuracy of this proxy statement/ prospectus. Any representation to the contrary is a criminal offense.

     This proxy statement/prospectus is dated [       ], 2006 and is first being mailed to stockholders of Remington on or about [       ], 2006.

REFERENCES TO ADDITIONAL INFORMATION

     As used in this proxy statement/prospectus, “Helix” refers to Helix Energy Solutions Group, Inc., formerly known as Cal Dive International, Inc., and its consolidated subsidiaries and “Remington” refers to Remington Oil and Gas Corporation and its consolidated subsidiaries, in each case, except where the context otherwise requires or as otherwise indicated. This proxy statement/prospectus incorporates important business and financial information about Remington from documents that Remington has filed with the Securities and Exchange Commission but that have not been included in or delivered with this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 198 of this proxy statement/prospectus.

     Remington will provide you with copies of this information relating to Remington, without charge, if you request it in writing or by telephone from:

REMINGTON OIL AND GAS CORPORATION
8201 Preston Road, Suite 600
Dallas, Texas 75225-6211
(214) 210-2650

     In order for you to receive timely delivery of the documents in advance of the Remington special meeting, Remington should receive your request no later than [       ], 2006.

     Helix has supplied all information contained in this proxy statement/prospectus relating to Helix, and Remington has supplied all information contained in or incorporated by reference in this proxy statement/prospectus relating to Remington. Helix and Remington have both contributed to information relating to the merger.

Remington Oil and Gas Corporation

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [       ], 2006

TO THE STOCKHOLDERS OF REMINGTON OIL AND GAS CORPORATION:

     You are cordially invited to attend the special meeting of stockholders of Remington Oil and Gas Corporation, a Delaware corporation (“Remington”), to be held on [       ], 2006, at [       ], [    ] Central Daylight Time, at [       ]. As described in this proxy statement/prospectus, the special meeting will be held for the following purposes:

     1. to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger dated as of January 22, 2006, by and among Helix Energy Solutions Group, Inc. (formerly known as Cal Dive International, Inc.) and Remington Oil and Gas Corporation, as amended by Amendment No. 1 to Agreement and Plan of Merger dated January 24, 2006, by and among Helix Energy Solutions Group, Inc., Cal Dive Merger – Delaware Inc., a wholly owned subsidiary of Helix Energy Solutions Group, Inc., and Remington Oil and Gas Corporation;

     2. to consider and vote upon a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of the approval and adoption of the merger agreement; and

     3. to consider and transact any other business as may properly be brought before the special meeting or any adjournments or postponements thereof.

THE BOARD OF DIRECTORS OF REMINGTON HAS CAREFULLY CONSIDERED THE TERMS OF THE MERGER AGREEMENT AND THE MERGER AND BELIEVES THAT THE MERGER IS ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF REMINGTON AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE MERGER AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT.

     The Board of Directors of Remington has fixed the close of business on [       ], 2006 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Remington special meeting or any reconvened meeting following an adjournment or postponement thereof. Only stockholders of record at the close of business on such record date are entitled to notice of and to vote at such meeting. A complete list of such stockholders will be available for examination at the Remington special meeting and at Remington’s offices at 8201 Preston Road, Suite 600, Dallas, Texas 75225-6211, during ordinary business hours, after [       ], 2006, for the examination by any such stockholder for any purpose germane to the special meeting.

     

It is important that your stock be represented at the special meeting regardless of the number of shares you hold. Please promptly mark, date, sign and return the enclosed proxy in the accompanying envelope, whether or not you intend to be present at the special meeting. In some cases, you may be able to instruct your bank or brokerage firm how to exercise your proxy by telephone or the Internet. See “Information About the Special Meeting and Voting” beginning on page 29. Your proxy is revocable at any time prior to its use at the special meeting.

Please do not send your Remington common stock certificates with the enclosed proxy. If the merger is completed, the exchange agent will send you instructions regarding the surrender of your stock certificates.

By order of the Board of Directors,

Frank T. Smith, Jr.
Corporate Secretary

[       ], 2006

TABLE OF CONTENTS

		Page
Questions and Answers About the Merger and Special Meeting			1
Summary			7
The Companies			7
The Merger			7
Material United States Federal Income Tax Consequences of the Merger to Remington Stockholders			8
Remington Board of Directors’ Recommendation to Stockholders			8
Opinion of Remington’s Financial Advisor			8
Helix’s Reasons for the Merger			9
Ownership of Helix Following the Merger			9
Board of Directors of Helix Following the Merger			9
Market Prices and Share Information			9
Interests of Certain Remington Officers and Directors in the Merger			9
Conditions to Completion of the Merger			10
Regulatory Approvals			10
Termination of the Merger Agreement			11
Fees and Expenses			12
No Solicitation by Remington			13
Accounting Treatment			13
Certain Differences in the Rights of Stockholders			13
Risk Factors			14
Cautionary Statement Regarding Forward-Looking Statements			23
Selected Historical and Unaudited Pro Forma Financial Information			24
Comparative Historical and Pro Forma Per Share Information			27
Comparative Market Value Information			28
Information About The Special Meeting and Voting			29
Date, Time and Place			29
Matters to be Considered			29
Stockholders Entitled to Vote			29
Quorum and Required Vote			29
How Shares Will Be Voted at the Special Meeting			30

		Page
How to Vote Your Shares			30
How to Change Your Vote			31
Voting by Participants in the Remington Plans			31
Solicitation of Proxies			31
Recommendation of the Remington Board of Directors			31
Special Meeting Admission			32
Adjournment and Postponements			32
The Merger			33
General			33
Background of the Merger			33
Remington’s Reasons for the Merger			36
Recommendation of the Remington Board of Directors			38
Helix’s Reasons for the Merger			38
Opinion of Remington’s Financial Advisor			38
Accounting Treatment			46
Opinions that the Merger Constitutes a Reorganization under Section 368(a) of the Internal Revenue Code			46
Regulatory Matters			46
Appraisal and Dissenters’ Rights			46
Delisting and Deregistration of Remington Common Stock			48
Federal Securities Laws Consequences; Resale Restrictions			48
Interests of Remington Directors and Executive Officers in the Merger			50
Stock Options and Restricted Stock			50
Change in Control Severance Agreements			51
Positions of Certain Remington Executive Officers After the Merger			52
Indemnification of Remington Officers and Directors			53
D&O Insurance			53
Ownership of Remington Common Stock			53
Material United States Federal Income Tax Consequences			54
The Merger Agreement			58
Structure of the Merger			58
Timing of Closing			58

		Page
Merger Consideration			58
Fractional Shares			58
Potential Adjustment to Merger Consideration			59
Treatment of Remington Options and Restricted Stock			59
Conversion of Shares			59
Exchange Procedures			59
Directors and Officers of the Surviving Company After the Merger			60
Representations and Warranties			60
Covenants and Agreements			61
Operating Covenants—Remington			61
Operating Covenants—Helix			64
Acquisition Proposals			65
Employee Benefit Matters			66
Indemnification and Insurance			66
Affiliate Agreements			67
Tax Matters			67
Additional Agreements			67
Conditions Precedent			68
Conditions to Each Party’s Obligation to Effect the Merger			68
Conditions to Obligations of Helix and Merger Sub			69
Conditions to Obligations of Remington			69
Termination			69
Fees and Expenses			70
Amendment			71
Extension; Waiver			71
Information About Helix			73
Helix’s Business			73
Helix’s Properties			86
Helix’s Insurance and Litigation			91
Market for Helix’s Common Stock and Related Shareholder Matters			91
Management’s Discussion and Analysis of Financial Condition and Results of Operations			92

		Page
Quantitative and Qualitative Disclosures About Market Risk			116
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			117
Directors and Executive Officers			117
Certain Relationships and Related Transactions			120
Executive Compensation			120
Beneficial Ownership of Helix’s Common Stock			122
Information About Remington			124
General Development of Remington’s Business			124
Directors and Executive Officers			124
Beneficial Ownership of Remington’s Common Stock			124
Helix’s Historical Consolidated Financial Statements and Supplementary Data			125
Unaudited Condensed Combined Pro Forma Financial Data			175
Description of Helix Capital Stock			182
Comparison of Stockholders’ Rights			185
Proposed Financings			195
Legal Matters			196
Experts			196
Stockholder Proposals			197
Where You Can Find More Information			198
Consent of Ernst & Young LLP
Consent of Ernst & Young LLP

ANNEXES

Annex A		Agreement and Plan of Merger dated as of January 22, 2006, by and among Helix Energy Solutions Group, Inc. (formerly known as Cal Dive International, Inc.) and Remington Oil and Gas Corporation, as amended by Amendment No. 1 to Agreement and Plan of Merger dated January 24, 2006, by and among Helix Energy Solutions Group, Inc., Cal Dive Merger – Delaware Inc., a wholly owned subsidiary of Helix Energy Solutions Group, Inc., and Remington Oil and Gas Corporation
Annex B		Opinion of Jefferies & Company, Inc., dated January 22, 2006
Annex C		Appraisal and Dissenters’ Rights under the Delaware General Corporation Law

     No person is authorized to give any information or to make any representation with respect to the matters described in this proxy statement/prospectus other than those contained herein or in the documents incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been authorized by Helix or Remington. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy the securities offered by this proxy statement/prospectus or a solicitation of a proxy in any jurisdiction where, or to any person whom, it is unlawful to make such an offer or solicitation. Neither the delivery hereof nor any distribution of securities made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of Helix or Remington since the date hereof or that the information contained or incorporated by reference in this proxy statement/prospectus is correct as of any time subsequent to the date hereof.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

     The following questions and answers briefly address some commonly asked questions about the special meeting and the merger. They may not include all the information that is important to you. We urge you to read carefully this entire proxy statement/prospectus, including the annexes and the other documents we refer to in this proxy statement/prospectus.

Frequently Used Terms

     We have generally avoided the use of technical defined terms in this proxy statement/prospectus but a few frequently used terms may be helpful for you to have in mind at the outset. We refer to:

	•		Helix Energy Solutions Group, Inc., a Minnesota corporation formerly known as Cal Dive International, Inc., as “Helix”;
	•		Remington Oil and Gas Corporation, a Delaware corporation, as “Remington”;
	•		Cal Dive Merger – Delaware, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Helix, as “Merger Sub”;
	•		the merger of Remington into Merger Sub and the conversion of shares of Remington common stock into the right to receive cash and shares of Helix common stock as the “merger”;
	•		the agreement and plan of merger, as amended, among Helix, Merger Sub and Remington as the “merger agreement”;
	•		the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as the “HSR Act” or the “Hart-Scott-Rodino Act”; and
	•		the General Corporation Law of the State of Delaware as the “DGCL.”

About the Merger

Q1: What am I voting on?

A1:		Helix is proposing to acquire Remington. You are being asked to vote to approve and adopt the merger agreement. In the merger, Remington will merge into Merger Sub. Merger Sub would be the surviving entity in the merger and would remain a wholly owned subsidiary of Helix, and Remington would no longer be a separate company. Remington is also seeking your approval of a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of approval and adoption of the merger agreement and any other matters that may come before the special meeting.
Q2:		What will I receive in exchange for my Remington shares?
A2:		Upon completion of the merger, you will receive a combination of 0.436 of a share of Helix common stock and $27.00 in cash, without interest, for each share of Remington common stock that you own. We refer to the aggregate amount of the stock consideration and cash consideration to be received by Remington stockholders pursuant to the merger as the merger consideration.
Q3:		Do I have the option to receive all cash consideration or all stock consideration for my Remington shares?
A3:		No. All Remington stockholders will receive the fixed combination of the cash consideration and the stock consideration for each share of Remington common stock that they own.
Q4:		What are the tax consequences of the merger to me?
A4:		The merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, so that you generally will recognize gain (but not loss) in an amount not to exceed any cash received as part of the merger consideration for United States federal income tax purposes as a result of the

		merger. The merger is conditioned on the receipt of legal opinions that (i) for U.S. federal income tax purposes, the merger will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, (ii) each of Helix and Remington will be a party to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code and (iii) no gain or loss will be recognized by Helix, Remington or Merger Sub as a result of the merger.
		For a more complete discussion of the United States federal income tax consequences of the merger, see “Material United States Federal Income Tax Consequences” beginning on page 54 of this proxy statement/prospectus.
		Tax matters are very complicated and the consequences of the merger to any particular Remington stockholder will depend on that stockholder’s particular facts and circumstances. You are urged to consult your own tax advisor to determine your own tax consequences from the merger.
Q5:		What is the required vote to approve and adopt the merger agreement?
A5:		Holders representing a majority of the outstanding shares of Remington common stock entitled to vote at the special meeting must vote to approve and adopt the merger agreement to complete the merger. No vote of Helix stockholders is required in connection with the merger.
Q6:		What happens if I do not vote?
A6:		Because the required vote of Remington stockholders is based upon the number of outstanding shares of Remington common stock entitled to vote rather than upon the number of shares actually voted, abstentions from voting and “broker non-votes” will have the same effect as a vote AGAINST approval and adoption of the merger agreement. If you return a properly signed proxy card but do not indicate how you want to vote, your proxy will be counted as a vote FOR approval and adoption of the merger agreement and FOR approval of any proposal to adjourn or postpone the special meeting to solicit additional proxies in favor of approval and adoption of the merger agreement.
Q7:		How does the Remington board of directors recommend I vote?
A7:		The board of directors of Remington unanimously recommends that Remington’s stockholders vote FOR approval and adoption of the merger agreement. The Remington board of directors believes the merger is advisable and in the best interests of Remington and its stockholders.
Q8:		Do I have dissenters’ or appraisal rights with respect to the merger?
A8:		Yes. Under Delaware law, you have the right to dissent from the merger and, in lieu of receiving the merger consideration, obtain payment in cash of the fair value of your shares of Remington common stock as determined by the Delaware Chancery Court. To exercise appraisal rights, you must strictly follow the procedures prescribed by Section 262 of the DGCL. See “The Merger—Appraisal and Dissenters’ Rights” beginning on page 46 of this proxy statement/prospectus. In addition, the full text of the applicable provisions of Delaware law is included as Annex C to this proxy statement/prospectus.
Q9:		Will the rights of a Remington stockholder change as a result of the merger?
A9:		Yes. Through the date of the merger, the rights of Helix shareholders will continue to be governed by Helix’s articles of incorporation and bylaws, and the rights of Remington stockholders will continue to be governed by Remington’s certificate of incorporation and bylaws. Upon completion of the merger, Remington stockholders will become Helix shareholders and their rights will then be governed by Helix’s articles of incorporation and bylaws. Please read carefully the summary of the material differences between the rights of Helix shareholders and Remington stockholders under “Comparison of Stockholders’ Rights” beginning on page 185 of this proxy statement/prospectus.
Q10:		What will happen to shares of Helix common stock in the merger?
A10:		Each outstanding share of Helix common stock will remain outstanding as a share of Helix common stock.

Q11:		Will Remington stockholders be able to trade the Helix common stock that they receive in the merger?
A11:		The shares of Helix common stock issued in connection with the merger will be freely tradable, unless you are an affiliate of Remington, and will be quoted on the Nasdaq National Market System under the symbol “HELX.” Generally, persons who are deemed to be affiliates (generally directors, officers and 10% or greater stockholders) of Remington must comply with Rule 145 under the Securities Act of 1933 if they wish to sell or otherwise transfer any of the shares of Helix common stock they receive in the merger. You will be notified if you are an affiliate of Remington.
Q12:		Are there risks associated with the merger that I should consider in deciding how to vote?
A12:		Yes. There are risks associated with all business combinations, including the merger of our two companies. In particular, the implied value of the stock consideration will fluctuate as the market price of Helix common stock fluctuates. Accordingly, the value of the Helix common stock that Remington stockholders will receive in return for their Remington common stock may be less than or more than the value of the Helix common stock as of the date of the merger agreement or the date of this proxy statement/prospectus. There are a number of other risks that are discussed in this document and in other documents incorporated by reference in this document. Please read with particular care the more detailed description of the risks associated with the merger discussed under “Risk Factors” beginning on page 14 of this proxy statement/prospectus.
Q13:		When do you expect the merger to be completed?
A13:		We are working on completing the merger as quickly as possible. To complete the merger, we must obtain the approval of the Remington stockholders and satisfy or waive all other closing conditions under the merger agreement, which we currently expect should occur in the second quarter of 2006. However, we cannot assure you when or if the merger will occur. See “The Merger Agreement—Conditions Precedent” beginning on page 68 of this proxy statement/prospectus. If the merger occurs, we will promptly make a public announcement of this fact.
Q14:		What will happen to my Remington shares after completion of the merger?
A14:		Upon completion of the merger, your shares of Remington common stock will be canceled and will represent only the right to receive your portion of the merger consideration (or the fair value of your Remington common stock if you seek appraisal rights) and any declared but unpaid dividends that you may be owed. In addition, trading in shares of Remington common stock on the NYSE will cease and price quotations for shares of Remington common stock will no longer be available.

About the Special Meeting

Q15:		When and where is the Remington special stockholder meeting?
A15:		The Remington special stockholder meeting will take place on [       ], 2006, at [       ], Central Daylight Time, and will be held at [       ].
Q16:		What will happen at the special meeting?
A16:		At the Remington special meeting, Remington stockholders will vote on a proposal to adopt the merger agreement and on a proposal to approve adjournments or postponements of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal. We cannot complete the merger unless, among other things, Remington’s stockholders vote to adopt the merger agreement.
Q17:		Who is entitled to vote at the special meeting?
A17:		Only holders of record of Remington common stock at the close of business on [       ], 2006, which is the date Remington’s board of directors has fixed as the record date for the special meeting, are entitled to receive notice of and vote at the special meeting.

Q18:		What is a quorum?
A18:		A quorum is the number of shares that must be present to hold the meeting. The quorum requirement for the Remington special meeting is the holders of a majority of the issued and outstanding shares of Remington common stock as of the record date, present in person or represented by proxy and entitled to vote at the special meeting. A proxy submitted by a stockholder may indicate that all or a portion of the shares represented by the proxy are not being voted with respect to a particular matter. Proxies that are marked “abstain” or for which votes have otherwise been withheld and proxies relating to “street name” shares that are returned to the relevant company but not voted will be treated as shares present for purposes of determining the presence of a quorum on all matters.
Q19:		How many shares can vote?
A19:		On the record date, Remington had outstanding [ ] shares of common stock, which constitute Remington’s only outstanding voting securities. Each Remington stockholder is entitled to one vote on each proposal for each share of Remington common stock held as of the record date.
Q20:		What vote is required?
A20:		The affirmative vote of the holders of a majority of the outstanding shares of Remington common stock entitled to vote at the Remington special meeting is required to adopt the merger agreement. The approval of a proposal to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies, if there are not sufficient votes at the time of the special meeting to approve the other proposal(s), requires the vote of a majority of shares present in person or by proxy at the special meeting and actually voted at that special meeting.
		If a quorum is not present at the Remington special meeting, the holders of a majority of the shares entitled to vote who are present in person or by proxy at the meeting may adjourn the meeting.
		Even if the votes set forth above are obtained at the special meeting, we cannot assure you that the merger will be completed, because the completion of the merger is subject to the satisfaction or waiver of other conditions discussed in this proxy statement/prospectus.

Q21:		What do I need to do now?
A21:		After carefully reading and considering the information contained and referred to in this proxy statement/prospectus, including its annexes, please authorize your shares of Remington common stock to be voted by returning your completed, dated and signed proxy card in the enclosed return envelope, or vote by telephone or Internet, as soon as possible. To be sure that your vote is counted, please submit your proxy as instructed on your proxy card even if you plan to attend the special meeting in person. DO NOT enclose or return your stock certificate(s) with your proxy card. If you hold shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee has enclosed or will provide a voting instruction card for use in directing your broker, bank or other nominee how to vote those shares.
Q22:		May I vote in person?
A22:		Yes. You may attend the special meeting of Remington’s stockholders and vote your shares in person rather than by signing and returning your proxy card. If you wish to vote in person and your shares are held by a broker, bank or other nominee, you need to obtain a proxy from the broker, bank or nominee authorizing you to vote your shares held in the broker’s, bank’s or nominee’s name.
Q23:		If my shares are held in “street name,” will my broker, bank or other nominee vote my shares for me?
A23:		Yes, but your broker, bank or other nominee may vote your shares of Remington common stock only if you instruct your broker, bank or other nominee how to vote. If you do not provide your broker, bank or other nominee with instructions on how to vote your “street name” shares, your broker, bank or other nominee will not be permitted to vote them on the merger agreement. You should follow the directions your broker, bank or other nominee provides to ensure your shares are voted at the special meeting. Please check the voting form used by your broker, bank or other nominee to see if it offers telephone or Internet voting.

Q24:		May I change my vote?
A24:		Yes. You may change your vote at any time before your proxy is voted at the special meeting. If your shares of Remington common stock are registered in your own name, you can do this in one of three ways.
		• First, you can deliver to Remington, prior to the special meeting, a written notice stating that you want to revoke your proxy. The notice should be sent to the attention of Mr. Frank T. Smith, Jr., Corporate Secretary, Remington Oil and Gas Corporation, 8201 Preston Road, Suite 600, Dallas, Texas 75225-6211, to arrive by the close of business on [ ], 2006.
		• Second, prior to the special meeting, you can complete and deliver a new proxy card. The proxy card should be sent to the addressee indicated on the pre-addressed envelope enclosed with your initial proxy card to arrive by the close of business on [ ], 2006. The latest dated and signed proxy actually received by this addressee before the special meeting will be counted, and any earlier proxies will be considered revoked.
		If you vote your proxy electronically through the Internet or by telephone, you can change your vote by submitting a different vote through the Internet or by telephone, in which case your later-submitted proxy will be recorded and your earlier proxy revoked.
		• Third, you can attend the Remington special meeting and vote in person. Any earlier proxy will thereby be revoked automatically. Simply attending the special meeting, however, will not revoke your proxy, as you must vote at the special meeting to revoke a prior proxy.
		If you have instructed a broker to vote your shares, you must follow directions you receive from your broker to change or revoke your vote.
		If you are a street-name stockholder and you vote by proxy, you may later revoke your proxy instructions by informing the holder of record in accordance with that entity’s procedures.
Q25:		How will the proxies vote on any other business brought up at the special meetings?
A25:		By submitting your proxy, you authorize the persons named on the proxy card to use their judgment to determine how to vote on any other matter properly brought before the special meeting. The proxies will vote your shares in accordance with your instructions. If you sign, date and return your proxy without giving specific voting instructions, the proxies will vote your shares “FOR” the proposals. If you do not return your proxy, or if your shares are held in street name and you do not instruct your bank, broker or nominee on how to vote, your shares will not be voted at the special meeting.
		The board of directors of Remington does not intend to bring any other business before the meeting, and it is not aware that anyone else intends to do so. If any other business properly comes before the meeting, it is the intention of the persons named on the proxy cards to vote as proxies in accordance with their best judgment.
Q26:		What is a broker non-vote?
A26:		A “broker non-vote” occurs when a bank, broker or other nominee submits a proxy that indicates that the broker does not vote for some or all of the proposals, because the broker has not received instructions from the beneficial owners on how to vote on these proposals and does not have discretionary authority to vote in the absence of instructions.
Q27:		Will broker non-votes or abstentions affect the results?
A27:		If you are a Remington stockholder, broker non-votes and abstentions will have the same effect as a vote against the proposal to adopt the merger agreement, but will have no effect on the outcome of the proposal relating to adjournments or postponements of the special meeting, if necessary, to permit further solicitation of proxies. If your shares are held in street name, we urge you to instruct your bank, broker or nominee on how to vote your shares for those proposals on which you are entitled to vote.

Q28:		What happens if I choose not to submit a proxy or to vote?
A28:		If a Remington stockholder does not submit a proxy or vote at the Remington special meeting, it will have the same effect as a vote against the proposal to adopt the merger agreement, but will have no effect on the outcome of the proposal relating to adjournments or postponements of the special meeting, if necessary, to permit further solicitation of proxies.
Q:29		Why is it important for me to vote?
A29:		We cannot complete the merger without holders of a majority of the outstanding shares of Remington common stock entitled to vote voting in favor of the approval and adoption of the merger agreement.
Q30:		What happens if I sell my shares of Remington common stock before the special meeting?
A30:		The record date for the special meeting is [ ], 2006, which is earlier than the date of the special meeting. If you hold your shares of Remington common stock on the record date you will retain your right to vote at the special meeting. If you transfer your shares of Remington common stock after the record date but prior to the date on which the merger is completed, you will lose the right to receive the merger consideration for shares of Remington common stock. The right to receive the merger consideration will pass to the person who owns your shares of Remington common stock when the merger is completed.
General
Q31:		Should I send in my Remington stock certificates now?
A31:		No. PLEASE DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY CARD. After the merger is completed, you will receive written instructions informing you how to send in your stock certificates to receive the merger consideration.
Q32:		What does it mean if I get more than one proxy card?
A32:		Your shares are probably registered in more than one account. You should vote each proxy card you receive.
Q33:		Where can I find more information about the special meeting, the merger, Remington or Helix?
A33:		You can find more information about Remington or Helix in each of the companies’ respective filings with the Securities and Exchange Commission and, with respect to Helix, with the Nasdaq National Market, and, with respect to Remington, the New York Stock Exchange. If you have any questions about the special meeting, the merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instructions, you should contact Remington at the address or phone number below. If your broker holds your shares, you can also call your broker for additional information.

Remington Oil and Gas Corporation
8201 Preston Road, Suite 600
Dallas, Texas 75225-6211
(214) 210-2650

SUMMARY

     This summary highlights selected information from this proxy statement/prospectus, including material terms of the merger, and may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should carefully read this entire document, including its Annexes, and the documents to which we refer you. See “Where You Can Find More Information” beginning on page 198 of this proxy statement/prospectus.

The Companies (page 73 for Helix and page 124 for Remington)

Helix Energy Solutions Group, Inc.
400 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060
(281) 618-0400

     Helix Energy Solutions Group, Inc. (formerly known as Cal Dive International, Inc.), headquartered in Houston, Texas, is an energy services company which provides innovative solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment, with service lines including diving services, shelf and deepwater construction, robotics, well operations, well engineering and subsurface consulting services, platform ownership and oil and gas production.

Remington Oil and Gas Corporation
8201 Preston Road, Suite 600
Dallas, Texas 75225-6211
(214) 210-2650

     Remington Oil and Gas Corporation is an independent oil and gas exploration and production company headquartered in Dallas, Texas, with operations concentrating in the United States onshore and offshore regions of the Gulf Coast.

The Merger (page 33)

  General

     On January 22, 2006, the companies agreed to the merger between Remington and Merger Sub under the terms of the merger agreement described in this proxy statement/prospectus and attached as Annex A. The merger agreement is the legal document that governs the merger, and we urge you to read that agreement.

     At the effective time of the merger, Remington will merge with and into Merger Sub. Merger Sub will be the surviving company and remain a wholly owned subsidiary of Helix. The separate corporate existence of Remington will cease at the effective time of the merger.

  Exchange of Remington Shares (page 59)

     At the effective time of the merger, each outstanding share of Remington common stock (other than any shares owned directly or indirectly by Remington or Helix and those shares held by dissenting stockholders) will be converted into the right to receive a combination of 0.436 of a share of Helix common stock and $27.00 in cash, without interest. We refer to the aggregate amount of the stock consideration and cash consideration to be received by Remington stockholders pursuant to the merger as the merger consideration.

  Fractional Shares (page 58)

     No fractional shares of Helix common stock will be issued in the merger. Instead, you will be entitled to receive cash, without interest, in an amount equal to the fraction of a share of Helix common stock you might otherwise have been entitled to receive multiplied by the market value of a Helix share. The market value of a share of Helix common stock will be determined using the average of the closing sales price per share of Helix common stock on the Nasdaq National Market for the 20 trading days ending on the third trading day before the date the merger closes.

   Treatment of Remington Stock Options and Restricted Stock (page 59)

     All Remington stock options have vested. At the effective time of the merger, the Remington stock options will be canceled and converted to a right to receive the cash consideration and the stock consideration for each “deemed outstanding Remington option share”. The number of “deemed outstanding Remington option shares” attributable to each Remington stock option will be equal to the net number of shares of Remington common stock (rounded to the nearest thousandth of a share) that would have been issued upon a cashless exercise of that Remington stock option immediately before the effective time of the merger. That net number of shares will be computed by deducting from the shares of Remington common stock that would be issued to the option holder a number of deemed surrendered shares of Remington common stock which is equal to the fair value of (i) the exercise price of a Remington stock option to be paid by the option holder and (ii) all amounts required to be withheld and paid by Remington for federal taxes and other payroll withholding obligations as a result of such exercise (using an assumed tax rate or 35%). The fair value of each deemed surrendered share of Remington common stock, for purposes of determining the net number of shares, will be equal to $27.00 plus (A) 0.436 multiplied by (B) the market value of a share of Helix common stock (to be determined using the average of the closing sales price per share of Helix common stock on the Nasdaq National Market for the 20 trading days ending on the third trading day before the date the merger closes).

     All shares of Remington restricted stock that have been issued but have not vested prior to the effective time of the merger will become fully vested at the effective time of the merger.

Material United States Federal Income Tax Consequences of the Merger to Remington Stockholders (page 54)

     The merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, so that you generally will recognize gain (but not loss) in an amount not to exceed any cash received as part of the merger consideration for United States federal income tax purposes as a result of the merger. The merger is conditioned on the receipt of legal opinions that (i) the merger will constitute a reorganization for United States federal income tax purposes, (ii) each of Helix and Remington will be a party to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code and (iii) no gain or loss will be recognized by Helix, Remington or Merger Sub as a result of the merger.

     For a more complete discussion of the United States federal income tax consequences of the merger, see “Material United States Federal Income Tax Consequences” beginning on page 54.

     Tax matters can be complicated and the tax consequences of the merger to Remington stockholders will depend on each stockholder’s particular tax situation. You should consult your tax advisors to understand fully the tax consequences of the merger to you.

Remington Board of Directors’ Recommendation to Stockholders (page 38)

     The Remington board of directors has unanimously determined that the merger is advisable and in your best interests and unanimously recommends that you vote FOR the approval and adoption of the merger agreement and any adjournment or postponement of the special meeting.

Opinion of Remington’s Financial Advisor (page 38)

     In connection with the proposed merger, Remington’s financial advisor, Jefferies & Company, Inc., delivered to Remington’s board of directors a written opinion, dated January 22, 2006, as to the fairness, from a financial point of view, to the holders of Remington common stock of the merger consideration. The full text of Jefferies’ written opinion, is attached to this proxy statement/prospectus as Annex B. We encourage you to read that opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations on the review undertaken by Jefferies in rendering its opinion. Jefferies’ opinion was provided to Remington’s board of directors in connection with its evaluation of the merger and does not constitute a recommendation to any stockholder as to how he or she should vote on the merger or any matter relevant to the merger agreement.

Helix’s Reasons for the Merger (page 38)

     Helix believes the acquisition of Remington is the next logical step in the evolution of Helix’s unique production contracting based business model and that the merger joins two well managed companies, providing strategic and financial benefits to shareholders.

     These anticipated benefits depend on several factors, including the ability to obtain the necessary approvals for the merger and on other uncertainties. See “Risk Factors” beginning on page 14.

Ownership of Helix Following the Merger

     Remington stockholders will receive a total of approximately 13.1 million shares of Helix common stock in the merger. The shares of Helix to be received by Remington stockholders in the merger will represent approximately 14% of the outstanding Helix common stock after the merger. This information is based on the number of Helix and Remington shares outstanding on [ ], 2006.

Board of Directors of Helix Following the Merger (page 60)

     Helix has agreed that, as of the effective time of the merger, Helix will cause James A. Watt, Chairman of the Board and Chief Executive Officer of Remington, to be appointed to the Helix board of directors.

Market Prices and Share Information

     Helix common stock is quoted on the Nasdaq National Market under the symbol “HELX.” Remington common stock is quoted on the NYSE under the symbol “REM.” The following table shows the closing sale prices of Helix and Remington common stock as reported on the Nasdaq National Market and the NYSE, respectively, on January 20, 2006, the last business day preceding the announcement by Helix and Remington of the execution of the merger agreement, and on [ ], 2006, the last practicable day before the distribution of this proxy statement/prospectus. This table also shows the merger consideration equivalent proposed for each share of Remington common stock, which we calculated by multiplying the closing price of Helix common stock on those dates by the exchange ratio of 0.436 and adding the cash consideration of $27.00.

		Closing Price Per Share
		January 20, 2006				[       ], 2006
Helix common stock		$	44.33			$
Remington common stock		$	37.96			$
Remington Merger Consideration Equivalent		$	46.33			$

     Because the 0.436 exchange ratio is fixed and will not be adjusted as a result of changes in the market price of Helix common stock, the merger consideration equivalent will fluctuate with the market price of Helix common stock. The merger agreement does not include a price-based termination right or provisions that would limit the impact of increases or decreases in the market price of Helix common stock. You should obtain current market quotations for the shares of both companies from a newspaper, the Internet or your broker prior to voting on the merger agreement.

Interests of Certain Remington Officers and Directors in the Merger (page 50)

     When you consider the Remington board’s recommendation that Remington stockholders vote in favor of the merger agreement and any adjournment or postponement of the special meeting, you should be aware that some Remington officers and directors may have interests in the merger that may be different from, or in addition to, the interests of other Remington stockholders generally. The Remington board of directors was aware of these interests and considered them, among other matters, in unanimously approving and adopting the merger agreement and unanimously recommending that Remington stockholders vote to approve and adopt the merger agreement. At the close of business on the record date for the Remington special meeting, directors and executive officers of

Remington and their affiliates were entitled to vote approximately [ ]% of the shares of Remington common stock outstanding on that date.

Conditions to Completion of the Merger (page 68)

     Completion of the merger depends on a number of conditions being satisfied or waived. These conditions include the following:

	•		adoption of the merger agreement by the holders of at least a majority of the outstanding Remington shares entitled to vote at the Remington special meeting;
	•		receipt of consents, approvals, permits and authorizations of governmental authorities or other persons, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Act, required to consummate the transactions contemplated by the merger agreement except where the failure to obtain them would not have a material adverse effect (as defined in the merger agreement) on Helix or materially adversely affect the consummation of the merger;
	•		continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, the absence of a stop order by the Securities and Exchange Commission suspending the effectiveness of the registration statement and the absence of any continuing action, suit, proceeding or investigation by the SEC to suspend such effectiveness;
	•		receipt of all necessary approvals under state securities laws relating to the issuance or trading of the Helix common stock to be issued in the merger;
	•		absence of any temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger, so long as the parties have used their reasonable efforts to have any applicable decree, ruling, injunction or order vacated;
	•		approval for listing of the Helix shares to be issued in the merger on its stock exchange, upon official notice of issuance;
	•		absence of Remington stockholders exercising their appraisal and dissenters rights with respect to greater than 8% of the outstanding shares of Remington common stock immediately prior to the effective time of the merger;
	•		accuracy as of the closing of the merger of the representations and warranties made by each of Remington, Helix and Merger Sub to the extent specified in the merger agreement;
	•		Remington’s, Helix’s and Merger Sub’s performance in all material respects of their respective covenants and agreements under the merger agreement;
	•		absence of a material adverse change in either Remington’s or Helix’s condition (financial or otherwise), operations, business, properties or prospects that have or would be reasonably likely to have a material adverse effect (as defined in the merger agreement) on Remington or Helix, respectively;
	•		receipt of opinions by Helix and Remington from their respective tax counsel that the merger will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; and
	•		delivery by Helix to the exchange agent of an irrevocable letter of instruction, in a form reasonably satisfactory to Remington, authorizing and directing the transfer to Remington stockholders of the merger consideration.

Regulatory Approvals (page 46)

     The merger is subject to antitrust laws. Under the Hart-Scott-Rodino Act, the parties cannot complete the merger until they have notified and furnished information to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice and specified waiting periods expire or are terminated. On March 14, 2006, the Federal Trade Commission granted Helix and Remington’s request for early termination of the waiting period under the HSR Act.

Termination of the Merger Agreement (page 69)

     Before the effective time of the merger, the merger agreement may be terminated:

	•		by mutual written consent of Helix and Remington;
	•		by either Helix or Remington, if:

	•		adoption of the merger agreement and approval of the merger by the Remington stockholders is not obtained;
	•		the parties fail to consummate the merger on or before August 31, 2006, unless the failure is the result of a breach of the merger agreement by the party seeking the termination; or
	•		any governmental authority has issued a final and nonappealable order, decree or ruling or has taken any other final and nonappealable action that restrains, enjoins or prohibits the merger, unless the party seeking the termination has not used all reasonable efforts to remove such injunction, order or decree;

•

by Helix, if:

	•		Remington materially breaches any of its representations or warranties set forth in the merger agreement or Remington fails to materially perform any of its covenants or agreements under the merger agreement, and, in either case, Remington has not cured the breach or failure within 10 days of receiving notice from Helix of such breach or failure;
	•		Remington’s board of directors (1) fails to recommend, or withdraws or modifies in any manner adverse to Helix, the approval or recommendation of the merger agreement, (2) recommends to the Remington stockholders, enters into, or publicly announces its intention to enter into, an agreement or an agreement in principle with respect to a superior proposal, (3) refuses to affirm its approval or recommendation of the merger agreement within 10 business days of any written request from Helix, (4) exempts any person or entity other than Helix from the provisions of the DGCL related to business combinations with interested stockholders or (5) publicly announces its intention to do any of the foregoing;
	•		Remington breaches in any material respect its covenant not to solicit, initiate or knowingly encourage any inquiries, offers or proposals that constitute, or are reasonably likely to lead to, an alternate acquisition proposal or engaged in certain prohibited activities with respect thereto, or publicly announces its intention to do so; or
	•		a competing tender or exchange offer constituting an acquisition proposal has commenced and Remington has not sent Remington stockholders a statement that Remington’s board of directors recommends rejection of the acquisition proposal, or Remington publicly announces its intention not to do so;

•

by Remington, if:

•

prior to approval by Remington’s stockholders of the merger agreement, the Remington board of directors approves a superior proposal; provided, that:

	•		Remington complies with its obligations under the no-solicitation provisions of the merger agreement,
	•		the board of directors of Remington authorizes Remington to enter into a binding agreement with respect to the superior proposal and Remington notifies Helix of the superior proposal,
	•		within three business days of that notice, Remington offers to negotiate with Helix in order to make adjustments to the terms and conditions of the merger agreement so that Remington can proceed with the merger with Helix, and

•

Remington’s board of directors determines in good faith after those negotiations with Helix, upon consulting with Remington’s independent financial advisor and outside counsel, that the superior proposal continues to be a superior proposal; see “The Merger Agreement—Covenants and Agreements—Acquisition Proposals” beginning on page 65; or

•

Helix materially breaches any of its representations or warranties set forth in the merger agreement or Helix fails to materially perform any of its covenants or agreements under the merger agreement, and, in either case, Helix has not cured the breach or failure within 10 days of receiving notice from Remington of such breach or failure.

     If the merger agreement is validly terminated, the agreement will become void without any liability on the part of any party unless that party is in breach. However, certain provisions of the merger agreement, including, among others, those provisions relating to expenses and termination fees, will continue in effect notwithstanding termination of the merger agreement.

Fees and Expenses (page 70)

     Remington must pay to Helix the sum of (i) Helix’s documented out of pocket fees and expenses incurred or paid by or on behalf of Helix in connection with the merger or the consummation of any of the transactions contemplated by the merger agreement, including all HSR Act filing fees, fees and expenses of counsel, commercial banks, investment banking firms, accountants, experts, environmental consultants, and other consultants to Helix, up to a maximum amount not to exceed $2 million, and (ii) $45 million, in the following circumstances:

•

if Remington terminates the merger agreement because, prior to approval by Remington’s stockholders of the merger agreement, the Remington board of directors approves a superior proposal; provided, that:

	•		Remington complies with its obligations under the no-solicitation provisions of the merger agreement,
	•		the board of directors of Remington authorizes Remington to enter into a binding agreement with respect to the superior proposal and Remington notifies Helix of the superior proposal,
	•		within three business days of that notice, Remington offers to negotiate with Helix in order to make adjustments to the terms and conditions of the merger agreement so that Remington can proceed with the merger with Helix, and
	•		Remington’s board of directors determines in good faith after those negotiations with Helix, upon consulting with Remington’s independent financial advisor and outside counsel, that the superior proposal continues to be a superior proposal; and

•

if Helix terminates the merger agreement because:

	•		Remington’s board of directors (1) fails to recommend, or withdraws or modifies in any manner adverse to Helix, the approval or recommendation of the merger agreement, (2) recommends to the Remington stockholders, enters into, or publicly announces its intention to enter into, an agreement or an agreement in principle with respect to a superior proposal, (3) refuses to affirm its approval or recommendation of the merger agreement within 10 business days of any written request from Helix, (4) exempts any person or entity other then Helix from the provisions of the DGCL related to business combinations with interested stockholders or (5) publicly announces its intention to do any of the foregoing;
	•		Remington breaches in any material respect its covenant not to solicit, initiate or knowingly encourage any inquiries, offers or proposals that constitute, or are reasonably likely to lead to, an alternate acquisition proposal or engaged in certain prohibited activities with respect thereto, or publicly announces its intention to do so; or
	•		a competing tender or exchange offer constituting an acquisition proposal has commenced and Remington has not sent Remington stockholders a statement disclosing that Remington’s board of directors recommends rejection of the acquisition proposal, or Remington publicly announces its intention not to do so.

     In general, each of Helix, Merger Sub and Remington will bear its own expenses in connection with the merger agreement and the related transactions except that Helix will pay the fee for filing with the SEC the registration statement of which this proxy statement/prospectus is a part and for complying with any applicable state securities laws and Remington will pay the costs and expenses associated with the mailing of this proxy statement/prospectus to the Remington stockholders and soliciting the votes of the Remington stockholders.

No Solicitation by Remington (page 65)

     The merger agreement restricts the ability of Remington to solicit or engage in discussions or negotiations with a third party regarding a proposal to merge with or acquire a significant interest in Remington. However, if Remington receives an acquisition proposal from a third party that is more favorable to Remington stockholders than the terms of the merger agreement and Remington complies with specified procedures contained in the merger agreement, Remington may furnish nonpublic information to that third party and engage in negotiations regarding an acquisition proposal with that third party, subject to specified conditions.

Accounting Treatment (page 46)

     The combination of the two companies will be accounted for as an acquisition of Remington by Helix using the purchase method of accounting.

Certain Differences in the Rights of Stockholders (page 59)

     As a result of the merger, the holders of Remington shares will become holders of Helix shares. Remington is a Delaware corporation governed by the Delaware General Corporation Law and the rights of Remington stockholders are currently governed by the certificate of incorporation and bylaws of Remington. Helix is a Minnesota corporation governed by the Minnesota Business Corporation Act and the rights of Helix shareholders are governed by the articles of incorporation and bylaws of Helix.

     See page 185 for summaries of material differences between the rights of Remington stockholders and Helix stockholders arising because of differences in the corporate law governing the two companies and in the articles/certificate of incorporation and bylaws of the two companies.

RISK FACTORS

     In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23, you should carefully read and consider the following risk factors in evaluating the proposals to be voted on at the special meeting of Remington stockholders and in determining whether to vote for approval and adoption of the merger agreement. Please also refer to the additional risk factors identified in the periodic reports and other documents incorporated by reference into this proxy statement/prospectus and see “Where You Can Find More Information” beginning on page 198.

Risks Relating to the Merger

The exchange ratio will not be adjusted in the event the value of Helix common stock declines before the merger is completed. As a result, the value of the shares of Helix common stock at the time that Remington stockholders receive them could be less than the value of those shares today.

     In the merger, Remington stockholders will be entitled to receive a combination of 0.436 of a share of Helix common stock and $27.00 in cash for each share of Remington common stock owned. Helix and Remington will not adjust the exchange ratio for the portion of the merger consideration to be paid in Helix common stock as a result of any change in the market price of shares of Helix common stock between the date of this proxy statement/prospectus and the date that you receive shares of Helix common stock in exchange for your shares of Remington common stock. The market price of Helix common stock will likely be different, and may be lower, on the date you receive your shares of Helix common stock than the market price of shares of Helix common stock as of the date of this proxy statement/prospectus. During the 12-month period ended on [ ], 2006, the most recent practical date prior to the mailing of this proxy statement/prospectus, Helix common stock traded in a range from a low of $[ ] to a high of $[ ] and ended that period at $[ ]. See “Comparative Historical and Pro Forma Per Share Information” beginning on page 27 for more detailed share price information. Differences in Helix’s stock price may be the result of changes in the business, operations or prospects of Helix, market reactions to the proposed merger, commodity prices, general market and economic conditions or other factors. If the market price of Helix common stock declines after you vote, you may receive less value than you expected when you voted. Neither Helix nor Remington is permitted to terminate the merger agreement or resolicit the vote of Remington stockholders because of changes in the market prices of their respective common stock.

The merger is subject to certain conditions to closing that, if not satisfied or waived, will result in the merger not being completed.

     The merger is subject to customary conditions to closing, as set forth in the merger agreement. The conditions to the merger include, among others, the receipt of required approvals from Remington’s stockholders. If any of the conditions to the merger are not satisfied or, if waiver is permissible, not waived, the merger will not be completed. In addition, under circumstances specified in the merger agreement, Helix or Remington may terminate the merger agreement. As a result, we cannot assure you that we will complete the merger. See “The Merger Agreement—Conditions Precedent” beginning on page 68 for a discussion of the conditions to the completion of the merger.

Certain directors and executive officers of Remington have interests and arrangements that are different from, or in addition to, those of Remington’s stockholders and that may influence or have influenced their decision to support or approve the merger.

     When considering the recommendation of Remington’s board of directors with respect to the merger, holders of Remington common stock should be aware that certain of Remington’s directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Remington stockholders and the interests of Remington stockholders generally. These interests include, among other things, the following:

	•		the appointment of one of Remington’s current directors to Helix’s board of directors;
	•		two officers of Remington will enter into mutually agreeable employment agreements with Helix upon effectiveness of the merger;
	•		under the terms of the change in control severance agreements entered into between Remington and certain of its officers, if an officer’s employment with Remington (or its successor) is terminated during

			the severance period (as defined in the officer’s change in control severance agreement), that officer is entitled to severance benefits, including excise tax gross-up payments;
	•		as of the effective time of the merger, acceleration of vesting of Remington stock options and restricted stock for directors and officers;
	•		indemnification of directors and officers of Remington against certain liabilities arising both before and, in some cases, after the merger; and
	•		liability insurance for certain directors and officers of Remington.

     As a result, these directors and executive officers may be more likely to support and to vote to approve the merger than if they did not have these interests. Holders of Remington common stock should consider whether these interests may have influenced these directors and officers to support or recommend approval of the merger. As of the close of business on the record date for the Remington special meeting, these directors and executive officers were entitled to vote approximately [ ]% of the shares of Remington common stock outstanding on that date. These and additional interests of certain directors and executive officers of Remington are more fully described in the sections entitled “Interests of Remington Directors and Executive Officers in the Merger” beginning on page 50 of this proxy statement/prospectus.

We may face difficulties in achieving the expected benefits of the merger.

     Helix and Remington currently operate as separate companies. Management has no experience running the combined business, and we may not be able to realize the operating efficiencies, synergies, cost savings or other benefits expected from the merger. In addition, the costs we incur in implementing synergies, including our ability to amend, renegotiate or terminate prior contractual commitments of Helix and Remington, may be greater than expected. We also may suffer a loss of employees, customers or suppliers, a loss of revenues, or an increase in operating or other costs or other difficulties relating to the merger.

Our actual financial position and results of operations may differ significantly and adversely from the pro forma amounts included in this proxy statement/prospectus.

     The unaudited pro forma operating data contained in this proxy statement/prospectus is not necessarily indicative of the results that actually would have been achieved had the proposed merger and Helix’s other currently contemplated financing transactions related to the merger been consummated on January 1, 2005, or that may be achieved in the future. We can provide no assurances as to how the operations and assets of both companies would have been run if they had been combined, or how they will be run in the future, which, together with other factors, could have a significant effect on the results of operations and financial position of the combined company.

Remington will be subject to business uncertainties and contractual restrictions while the merger is pending.

     Uncertainty about the effect of the merger on employees, suppliers, partners, regulators and customers may have an adverse effect on Remington and potentially on Helix. These uncertainties may impair Remington’s ability to attract, retain and motivate key personnel until the merger is consummated, and could cause suppliers, customers and others that deal with Remington to defer purchases or other decisions concerning Remington, or to seek to change existing business relationships with Remington. Employee retention may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their future roles with Helix. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Helix, Helix’s business following the merger could be harmed. In addition, the merger agreement restricts Remington from making certain acquisitions and taking other specified actions until the merger occurs. These restrictions may prevent Remington from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 61 for a description of the restrictive covenants applicable to Remington.

The merger agreement limits Remington’s ability to pursue alternatives to the merger.

     The merger agreement contains provisions that could adversely impact competing proposals to acquire Remington. These provisions include the prohibition on Remington generally from soliciting any acquisition proposal or offer for a competing transaction and the requirement that Remington pay to Helix the sum of (i) Helix’s documented out of pocket fees and expenses incurred or paid by or on behalf of Helix in connection with the merger or the consummation of any of the transactions contemplated by the merger agreement, including all HSR Act filing fees, fees and expenses of counsel, commercial banks, investment banking firms, accountants, experts, environmental consultants, and other consultants to Helix, up to a maximum amount not to exceed $2 million, and (ii) $45 million, if the merger agreement is terminated in specified circumstances in connection with an alternative transaction. In addition, even if the board of directors of Remington determines that a competing proposal to acquire Remington is superior, Remington may not exercise its right to terminate the merger agreement unless it notifies Helix of its intention to do so and gives Helix at least three business days to propose revisions to the terms of the merger agreement or to make another proposal in response to the competing proposal. See “The Merger Agreement—Covenants and Agreements” beginning on page 61 and “The Merger Agreement—Termination” beginning on page 69.

     Helix required Remington to agree to these provisions as a condition to Helix’s willingness to enter into the merger agreement. These provisions, however, might discourage a third party that might have an interest in acquiring all or a significant part of Remington from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher value than the current proposed merger consideration. Furthermore, the termination fee may result in a potential competing acquiror proposing to pay a lower per share price to acquire Remington than it might otherwise have proposed to pay.

Failure to complete the merger could negatively impact the stock price and the future business and financial results of Remington.

     Although Remington has agreed that its board of directors will, subject to fiduciary exceptions, recommend that its stockholders approve and adopt the merger agreement, there is no assurance that the merger agreement and the merger will be approved, and there is no assurance that the other conditions to the completion of the merger will be satisfied. If the merger is not completed, Remington will be subject to several risks, including the following:

	•		Remington may be required to pay Helix the sum of (i) Helix’s documented out of pocket fees and expenses incurred or paid by or on behalf of Helix in connection with the merger or the consummation of any of the transactions contemplated by the merger agreement, including all HSR Act filing fees, fees and expenses of counsel, commercial banks, investment banking firms, accountants, experts, environmental consultants, and other consultants to Helix, up to a maximum amount not to exceed $2 million, and (ii) $45 million, if the merger agreement is terminated under certain circumstances and Remington enters into or completes an alternative transaction;
	•		The current market price of Remington common stock may reflect a market assumption that the merger will occur, and a failure to complete the merger could result in a negative perception by the stock market of Remington generally and a resulting decline in the market price of Remington common stock;
	•		Certain costs relating to the merger (such as legal, accounting and financial advisory fees) are payable by Remington whether or not the merger is completed;
	•		There may be substantial disruption to the business of Remington and a distraction of its management and employees from day-to-day operations, because matters related to the merger (including integration planning) may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial to Remington;
	•		Remington’s business could be adversely affected if it is unable to retain key employees or attract qualified replacements; and
	•		Remington would continue to face the risks that it currently faces as an independent company, as further described in the documents that Remington has filed with the SEC that are incorporated by reference into this proxy statement/prospectus.

     In addition, Remington would not realize any of the expected benefits of having completed the merger. If the merger is not completed, these risks may materialize and materially adversely affect Remington’s business, financial results, financial condition and stock price.

The price of Helix common stock may be affected by factors different from those affecting the price of Remington common stock.

     Holders of Remington common stock will receive Helix common stock in the merger. Helix’s business is different in many ways from that of Remington (including Helix’s significant diving and marine construction business and its greater exposure to international projects), and Helix’s results of operations, as well as the price of Helix’s common stock, may be affected by factors different from those affecting Remington’s results of operations and the price of Remington common stock. The price of Helix common stock may fluctuate significantly following the merger, including fluctuation due to factors over which Helix has no control. For a discussion of Helix’s business and certain factors to consider in connection with its business, including risk factors associated with its business, see “- Risks Relating to Helix”, “Information About Helix” and “Helix’s Historical Consolidated Financial Statements and Supplementary Data” and the notes thereto included in this proxy statement/prospectus. For a discussion of Remington’s business and certain factors to consider in connection with its business, including risk factors associated with its business, see Remington’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2005, which is incorporated by reference into this proxy statement/prospectus. See also the other documents incorporated by reference into this proxy statement/prospectus under the caption “Where You Can Find More Information” beginning on page 198 of this proxy statement/prospectus.

Helix will have higher levels of indebtedness following the merger than either Helix or Remington had before the merger.

     You should consider that, following the merger, Helix will have higher levels of debt and interest expense than Helix and Remington, together, had immediately prior to the merger. As of March 31, 2006, after giving effect to the merger and other currently contemplated related financings, the combined company and its subsidiaries are expected to have approximately $1.3 billion of indebtedness outstanding. See “Helix Energy Solutions Group, Inc. Unaudited Pro Forma Combined Balance Sheet” on page 178 of this proxy statement/prospectus. The significant level of combined indebtedness after the merger may have an effect on the combined company’s future operations, including:

	•		limiting its ability to obtain additional financing on satisfactory terms to fund its working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements;
	•		increasing its vulnerability to general economic downturns, competition and industry conditions, which could place it at a competitive disadvantage compared to its competitors that are less leveraged;
	•		increasing its exposure to rising interest rates because a portion of its borrowings will be at variable interest rates;
	•		reducing the availability of its cash flow to fund its working capital requirements, capital expenditures, acquisitions, investments and other general corporate requirements because it will be required to use a substantial portion of its cash flow to service debt obligations; and
	•		limiting its flexibility in planning for, or reacting to, changes in its business and the industry in which it operates.

     See “Proposed Financings” on page 195 of this proxy statement/prospectus.

The opinion obtained by Remington from its financial advisor does not reflect changes in circumstances between signing the merger agreement and the completion of the merger.

     Jefferies, Remington’s financial advisor, delivered a “fairness opinion” to the Remington board of directors. The opinion states that, as of January 22, 2006, the consideration to be received by Remington stockholders pursuant to the merger agreement was fair from a financial point of view to Remington stockholders. The opinion does not reflect changes that may occur or may have occurred after January 22, 2006, including changes to the operations and prospects of Remington or Helix, changes in general market and economic conditions or other factors. Any such

changes, or other factors on which the opinion is based, may significantly alter the value of Remington or Helix or the prices of shares of Remington common stock or Helix common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. For a description of the opinion that Remington received from its financial advisor, see “The Merger—Opinion of Remington’s Financial Advisor” beginning on page 38. For a description of the other factors considered by Remington’s board of directors in determining to approve the merger, see “The Merger—Remington’s Reasons for the Merger” beginning on page 36 and “The Merger—Recommendation of the Remington Board of Directors” beginning on page 38.

The shares of Helix common stock to be received by Remington stockholders as a result of the merger will have different rights from the shares of Remington common stock.

     Remington stockholders will become Helix stockholders, and their rights as stockholders will be governed by the articles of incorporation and bylaws of Helix and Minnesota corporate law. The rights associated with Remington common stock are different from the rights associated with Helix common stock. See the section of this proxy statement/prospectus titled “Comparison of Stockholders’ Rights” beginning on page 185 for a discussion of the different rights associated with Helix common stock.

Remington stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

     After the merger’s completion, Remington stockholders will own a significantly smaller percentage of Helix than they currently own of Remington. Following completion of the merger, Remington stockholders will own approximately 14% of the combined company. Consequently Remington stockholders will have less influence over the management and policies of Helix than they currently have over the management and policies of Remington.

Risks Relating to Helix

Helix’s Contracting Services business is adversely affected by low oil and gas prices and by the cyclicality of the oil and gas industry.

     Helix’s Contracting Services business is substantially dependent upon the condition of the oil and gas industry and, in particular, the willingness of oil and gas companies to make capital expenditures for offshore exploration, drilling and production operations. The level of capital expenditures generally depends on the prevailing view of future oil and gas prices, which are influenced by numerous factors affecting the supply and demand for oil and gas, including, but not limited to:

	•		Worldwide economic activity;
	•		Economic and political conditions in the Middle East and other oil-producing regions;
	•		Coordination by the Organization of Petroleum Exporting Countries, or OPEC;
	•		The cost of exploring for and producing oil and gas;
	•		The sale and expiration dates of offshore leases in the United States and overseas;
	•		The discovery rate of new oil and gas reserves in offshore areas;
	•		Technological advances;
	•		Interest rates and the cost of capital;
	•		Environmental regulations; and
	•		Tax policies.

     The level of offshore construction activity improved somewhat in 2004 and continued the trend in 2005 following higher commodity prices in 2003 through 2005 and significant damage sustained to the Gulf of Mexico infrastructure in Hurricanes Katrina and Rita. Helix cannot assure you activity levels will remain the same or

increase. A sustained period of low drilling and production activity or the return of lower commodity prices would likely have a material adverse effect on Helix’s financial position, cash flows and results of operations.

The operation of marine vessels is risky, and Helix does not have insurance coverage for all risks.

     Marine construction involves a high degree of operational risk. Hazards, such as vessels sinking, grounding, colliding and sustaining damage from severe weather conditions, are inherent in marine operations. These hazards can cause personal injury or loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations. Damage arising from such occurrences may result in lawsuits asserting large claims. Helix maintains such insurance protection as it deems prudent, including Jones Act employee coverage, which is the maritime equivalent of workers’ compensation, and hull insurance on its vessels. Helix cannot assure you that any such insurance will be sufficient or effective under all circumstances or against all hazards to which it may be subject. A successful claim for which Helix is not fully insured could have a material adverse effect on Helix. Moreover, Helix cannot assure you that it will be able to maintain adequate insurance in the future at rates that it considers reasonable. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased substantially and could escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, insurance carriers are now requiring broad exclusions for losses due to war risk and terrorist acts and limitations for wind storm damages. As construction activity expands into deeper water in the Gulf and other Deepwater basins of the world, a greater percentage of Helix’s revenues may be from Deepwater construction projects that are larger and more complex, and thus riskier, than shallow water projects. As a result, Helix’s revenues and profits are increasingly dependent on its larger vessels. The current insurance on Helix’s vessels, in some cases, is in amounts approximating book value, which could be less than replacement value. In the event of property loss due to a catastrophic marine disaster, mechanical failure or collision, insurance may not cover a substantial loss of revenues, increased costs and other liabilities, and could have a material adverse effect on Helix’s operating performance if it was to lose any of its large vessels.

Helix’s contracting business typically declines in winter, and bad weather in the Gulf or North Sea can adversely affect its operations.

     Marine operations conducted in the Gulf and North Sea are seasonal and depend, in part, on weather conditions. Historically, Helix has enjoyed its highest vessel utilization rates during the summer and fall when weather conditions are favorable for offshore exploration, development and construction activities. Helix typically has experienced its lowest utilization rates in the first quarter. As is common in the industry, Helix typically bears the risk of delays caused by some, but not all, adverse weather conditions. Accordingly, Helix’s results in any one quarter are not necessarily indicative of annual results or continuing trends.

If Helix bids too low on a turnkey contract, it suffers consequences.

     A significant amount of Helix’s projects are performed on a qualified turnkey basis where described work is delivered for a fixed price and extra work, which is subject to customer approval, is billed separately. The revenue, cost and gross profit realized on a turnkey contract can vary from the estimated amount because of changes in offshore job conditions, variations in labor and equipment productivity from the original estimates, and the performance of third parties such as equipment suppliers. These variations and risks inherent in the marine construction industry may result in Helix experiencing reduced profitability or losses on projects.

Exploration and production of oil and natural gas is a high-risk activity and subjects Helix to a variety of factors that it cannot control.

     Helix’s Oil & Gas Production business is subject to all of the risks and uncertainties normally associated with the exploration for and development and production of oil and natural gas, including uncertainties as to the presence, size and recoverability of hydrocarbons. Helix may not encounter commercially productive oil and natural gas reservoirs. Helix may not recover all or any portion of its investment in new wells. The presence of unanticipated pressures or irregularities in formations, miscalculations or accidents may cause Helix’s drilling activities to be unsuccessful and result in a total loss of its investment. In addition, Helix often is uncertain as to the future cost or timing of drilling, completing and operating wells.

     Projecting future natural gas and oil production is imprecise. Producing oil and gas reservoirs eventually have declining production rates. Projections of production rates rely on certain assumptions regarding historical production patterns in the area or formation tests for a particular producing horizon. Actual production rates could

differ materially from such projections. Production rates depend on a number of additional factors, including commodity prices, market demand and the political, economic and regulatory climate.

     Further, Helix’s drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:

	•		unexpected drilling conditions;
	•		title problems;
	•		pressure or irregularities in formations;
	•		equipment failures or accidents;
	•		adverse weather conditions; and
	•		compliance with environmental and other governmental requirements, which may increase our costs or restrict our activities.

Estimates of Helix’s oil and gas reserves, future cash flows and abandonment costs may be significantly incorrect.

     This proxy statement/prospectus contains estimates of Helix’s proved oil and gas reserves and the estimated future net cash flows therefrom based upon reports for the year ended December 31, 2004 and 2005, audited by Helix’s independent petroleum engineers. These reports rely upon various assumptions, including assumptions required by the Securities and Exchange Commission, as to oil and gas prices, drilling and operating expenses, capital expenditures, abandonment costs, taxes and availability of funds. The process of estimating oil and gas reserves is complex, requiring significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir. As a result, these estimates are inherently imprecise. Actual future production, cash flows, development expenditures, operating and abandonment expenses and quantities of recoverable oil and gas reserves may vary substantially from those estimated in these reports. Any significant variance in these assumptions could materially affect the estimated quantity and value of Helix’s proved reserves. You should not assume that the present value of future net cash flows from our proved reserves referred to in this proxy statement/prospectus is the current market value of Helix’s estimated oil and gas reserves. In accordance with Securities and Exchange Commission requirements, Helix bases the estimated discounted future net cash flows from its proved reserves on prices and costs on the date of the estimate. Actual future prices and costs may differ materially from those used in the net present value estimate. In addition, if costs of abandonment are materially greater than Helix’s estimates, they could have an adverse effect on financial position, cash flows and results of operations.

Helix’s actual development results are likely to differ from its estimates of its proved reserves. Helix may experience production that is less than estimated and development costs that are greater than estimated in its reserve reports. Such differences may be material.

     As a result of the large property acquisitions made in 2005 (Murphy Shelf package and five Deepwater non-producing fields), 55% of Helix’s proven reserves as of December 31, 2005 are PUDs. Estimates of Helix’s oil and natural gas reserves and the costs associated with developing these reserves may not be accurate. Development of Helix’s reserves may not occur as scheduled and the actual results may not be as estimated. Development activity may result in downward adjustments in reserves or higher than estimated costs.

Reserve replacement may not offset depletion.

     Oil and gas properties are depleting assets. Helix replaces reserves through acquisitions, exploration and exploitation of current properties. If Helix is unable to acquire additional properties or if it is unable to find additional reserves through exploration or exploitation of its properties, Helix’s future cash flows from oil and gas operations could decrease.

Helix’s oil and gas operations involve significant risks, and Helix does not have insurance coverage for all risks.

     Helix’s oil and gas operations are subject to risks incident to the operation of oil and gas wells, including, but not limited to, uncontrollable flows of oil, gas, brine or well fluids into the environment, blowouts, cratering, mechanical difficulties, fires, explosions, pollution and other risks, any of which could result in substantial losses to Helix. Helix maintains insurance against some, but not all, of the risks described above. Drilling for oil and gas involves numerous risks, including the risk that Helix will not encounter commercially productive oil or gas reservoirs. If certain exploration efforts are unsuccessful in establishing proved reserves and exploration activities cease, the amounts accumulated as unproved property costs would be charged against earnings as impairments.

Helix may not be able to compete successfully against current and future competitors.

     The businesses in which Helix operates are highly competitive. Several of Helix’s competitors are substantially larger and have greater financial and other resources than Helix has. If other companies relocate or acquire vessels for operations in the Gulf or the North Sea, levels of competition may increase and Helix’s business could be adversely affected.

The loss of the services of one or more of Helix’s key employees, or Helix’s failure to attract and retain other highly qualified personnel in the future, could disrupt its operations and adversely affect its financial results.

     The industry has lost a significant number of experienced professionals over the years due to, among other reasons, the volatility in commodity prices. Helix’s continued success depends on the active participation of its key employees. The loss of its key people could adversely affect Helix’s operations. Helix believes that its success and continued growth are also dependent upon its ability to attract and retain skilled personnel. Helix believes that its wage rates are competitive; however, unionization or a significant increase in the wages paid by other employers could result in a reduction in its workforce, increases in the wage rates it pays, or both. If either of these events occurs for any significant period of time, Helix’s revenues and profitability could be diminished and its growth potential could be impaired.

If Helix fails to effectively manage its growth, its results of operations could be harmed.

     Helix has a history of growing through acquisitions of large assets and acquisitions of companies. Helix must plan and manage its acquisitions effectively to achieve revenue growth and maintain profitability in its evolving market. If Helix fails to effectively manage current and future acquisitions, its results of operations could be adversely affected. Helix’s growth has placed, and is expected to continue to place, significant demands on its personnel, management and other resources. Helix must continue to improve its operational, financial, management and legal/compliance information systems to keep pace with the growth of its business.

Helix may need to change the manner in which it conducts its business in response to changes in government regulations.

     Helix’s subsea construction, intervention, inspection, maintenance and decommissioning operations and its oil and gas production from offshore properties, including decommissioning of such properties, are subject to and affected by various types of government regulation, including numerous federal, state and local environmental protection laws and regulations. These laws and regulations are becoming increasingly complex, stringent and expensive to comply with, and significant fines and penalties may be imposed for noncompliance. Helix cannot assure you that continued compliance with existing or future laws or regulations will not adversely affect its operations.

Certain provisions of Helix’s corporate documents and Minnesota law may discourage a third party from making a takeover proposal.

     In addition to the 55,000 shares of preferred stock issued to Fletcher International, Ltd. under the First Amended and Restated Agreement dated January 17, 2003, but effective as of December 31, 2002, by and between Helix and Fletcher International, Ltd., Helix’s board of directors has the authority, without any action by Helix’s shareholders, to fix the rights and preferences on up to 4,945,000 shares of undesignated preferred stock, including dividend, liquidation and voting rights. In addition, Helix’s bylaws divide the board of directors into three classes. Helix is also subject to certain anti-takeover provisions of the Minnesota Business Corporation Act. Helix also has employment contracts with all of its senior officers that require cash payments in the event of a “change of control.”

Any or all of the provisions or factors described above may have the effect of discouraging a takeover proposal or tender offer not approved by management and the board of directors and could result in shareholders who may wish to participate in such a proposal or tender offer receiving less for their shares than otherwise might be available in the event of a takeover attempt.

Helix’s operations outside of the United States subject it to additional risks.

     Helix’s operations outside of the U.S. are subject to risks inherent in foreign operations, including, without limitation:

	•		the loss of revenue, property and equipment from hazards such as expropriation, nationalization, war, insurrection, acts of terrorism and other political risks,
	•		increases in taxes and governmental royalties;
	•		changes in laws and regulations affecting its operations;
	•		renegotiation or abrogation of contracts with governmental entities;
	•		changes in laws and policies governing operations of foreign-based companies;
	•		currency restrictions and exchange rate fluctuations;
	•		world economic cycles;
	•		restrictions or quotas on production and commodity sales;
	•		limited market access; and
	•		other uncertainties arising out of foreign government sovereignty over its international operations.

     In addition, laws and policies of the U.S. affecting foreign trade and taxation may also adversely affect Helix’s international operations.

     Helix’s ability to market oil and natural gas discovered or produced in any future foreign operations, and the price it could obtain for such production, depends on many factors beyond its control, including:

	•		ready markets for oil and natural gas;
	•		the proximity and capacity of pipelines and other transportation facilities;
	•		fluctuating demand for crude oil and natural gas;
	•		the availability and cost of competing fuels; and
	•		the effects of foreign governmental regulation of oil and gas production and sales.

     Pipeline and processing facilities do not exist in certain areas of exploration and, therefore, any actual sales of Helix’s production could be delayed for extended periods of time until such facilities are constructed.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This proxy statement/prospectus, including the documents incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally accompanied by words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “could,” “should,” “will,” “project,” “estimate,” “look forward to” and similar expressions which convey uncertainty of future events or outcomes.

     The expectations set forth in this proxy statement/prospectus and the documents incorporated by reference regarding, among other things, accretion, returns on invested capital, achievement of annual savings and synergies, achievement of strong cash flow, sufficiency of cash flow to fund capital expenditures and achievement of debt reduction targets are only the parties’ expectations regarding these matters. Actual results could differ materially from these expectations depending on factors such as:

	•		the factors described under “Risk Factors” beginning on page 14 of this proxy statement/prospectus;
	•		the factors that generally affect Helix’s and Remington’s businesses as further outlined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this proxy statement/prospectus, in the case of Helix, and in Remington’s Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2005 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, in the case of Remington, and elsewhere in this proxy statement/prospectus, including the performance of contracts by suppliers, customers and partners; employee management issues; and complexities of global political and economic developments; and
	•		the fact that, following the merger, the actual results of the combined company could differ materially from the expectations set forth in this proxy statement/prospectus and the documents incorporated by reference depending on additional factors such as:

	•		the combined company’s cost of capital;
	•		the ability of the combined company to identify and implement cost savings, synergies and efficiencies in the time frame needed to achieve these expectations;
	•		the combined company’s actual capital needs, the absence of any material incident of property damage or other hazard that could affect the need to effect capital expenditures and any currently unforeseen merger or acquisition opportunities that could affect capital needs; and
	•		the costs incurred in implementing synergies including, but not limited to, our ability to terminate, amend or renegotiate prior contractual commitments of Helix and Remington.

Actual actions that the combined company may take may differ from time to time as the combined company may deem necessary or advisable in the best interest of the combined company and its shareholders to attempt to achieve the successful integration of the companies, the synergies needed to make the transaction a financial success and to react to the economy and the combined company’s market for its exploration and production.

SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

Selected Helix Historical Financial Data

     Helix derived the following historical information from its audited consolidated financial statements for the years ended December 31, 2001, 2002, 2003, 2004 and 2005, and from its unaudited condensed consolidated financial statements for the three months ended March 31, 2006 and 2005. The unaudited condensed consolidated financial statements have been prepared by Helix on a basis consistent with the audited financial statements and include, in the opinion of Helix’s management, all normal recurring adjustments necessary for a fair presentation of the information. Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that will be achieved for future periods. You should read this information in conjunction with Helix’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Helix’s Historical Consolidated Financial Statements and Supplementary Data” and the notes to such financial statements included in this proxy statement/prospectus.

		Year Ended December 31,																				Three Months Ended
																						March 31,				March 31,
		2005				2004				2003				2002				2001				2006				2005
		(in thousands except per share data)																				(Unaudited)
Net Revenues		$	799,472			$	543,392			$	396,269			$	302,705			$	227,141			$	291,648			$	159,575
Gross Profit			283,072				171,912				92,083				53,792				66,911				102,266				51,873
Equity in Earnings (Losses) of Investments			13,459				7,927				(87	)			—				—				6,236				1,729
Net Income Before Change in Accounting Principle			152,568				82,659				33,678				12,377				28,932				56,193				25,961
Cumulative Effect of Change in Accounting Principle, net			—				—				530				—				—				—				—
Net Income			152,568				82,659				34,208				12,377				28,932				56,193				25,961
Preferred Stock Dividends and Accretion			2,454				2,743				1,437				—				—				804				550
Net Income Applicable to Common Shareholders			150,114				79,916				32,771				12,377				28,932				55,389				25,411
Earnings per Common Share (1)
Basic:
Earnings per Share Before Change in Accounting Principle			1.94				1.05				0.43				0.17				0.45				0.71				0.33
Cumulative Effect of Change in Accounting Principle			—				—				0.01				—				—				—				—
Earnings Per Share			1.94				1.05				0.44				0.17				0.45				0.71				0.33
Diluted:
Earnings per Share Before Change in Accounting Principle			1.86				1.03				0.43				0.17				0.44				0.67				0.32
Cumulative Effect of Change in Accounting Principle			—				—				0.01				—				—				—				—
Earnings Per Share			1.86				1.03				0.44				0.17				0.44				0.67				0.32
Total Assets			1,660,864				1,038,758				882,842				840,010				494,296				1,742,851				1,368,169
Long-Term Debt (including current maturities of long-term debt)			447,171				148,560				222,831				227,777				99,548				444,694				443,276
Convertible Preferred Stock			55,000				55,000				24,538				—				—				55,000				55,000
Shareholders Equity			629,300				485,292				381,141				337,517				226,349				704,953				514,720

Selected Remington Historical Financial Data

     Remington derived the following historical information from its audited consolidated financial statements for the years ended December 31, 2001, 2002, 2003, 2004 and 2005, and from its unaudited condensed consolidated financial statements for the three months ended March 31, 2006 and 2005. The unaudited condensed consolidated financial statements have been prepared by Remington on a basis consistent with the audited financial statements and include, in the opinion of Remington’s management, all normal recurring adjustments necessary for a fair presentation of the information. Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that will be achieved for future periods. You should read this information in conjunction with Remington’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Remington’s consolidated financial statements and the notes thereto included in Remington’s Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2005, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, each incorporated by reference in this proxy statement/prospectus.

		Year Ended December 31,																				Three Months Ended
																						March 31,				March 31,
		2005				2004				2003				2002				2001				2006				2005
		(in thousands, except prices, volumes and per share data)																					(Unaudited)
Financial
Total Revenue		$	270,529			$	234,129			$	183,052			$	104,866			$	116,620			$	78,098			$	59,786
Net income		$	70,567			$	60,996			$	49,924			$	11,332			$	8,344			$	26,383			$	16,035
Basic income per share		$	2.48			$	2.23			$	1.61			$	0.45			$	0.38			$	0.92			$	0.57
Diluted income per share		$	2.37			$	2.14			$	1.53			$	0.42			$	0.35			$	0.90			$	0.56
Total assets		$	586,065			$	453,114			$	359,385			$	288,993			$	240,432			$	620,202			$	487,017
Bank Debt		$	—			$	—			$	18,000			$	37,400			$	71,000			$	—			$	—
Stockholders Equity		$	404,159			$	313,960			$	241,877			$	193,660			$	125,338			$	433,003			$	340,380
Total shares outstanding			28,757				27,849				26,912				26,236				22,651				28,852				28,475
Cash Flow
Net cash flow from operations		$	160,819			$	188,582			$	153,215			$	71,420			$	99,025			$	50,345			$	45,355
Net cash flow used in investing		$	(189,906	)		$	(148,908	)		$	(115,714	)		$	(92,126	)		$	(119,242	)		$	(42,538	)		$	(47,600	)
Net cash flow provided (used in) financing		$	9,288			$	(12,423	)		$	(21,022	)		$	16,258			$	21,463			$	1,220			$	6,497
Operational
Proved reserves(2)
Oil (MBbls)			18,381				16,899				11,619				13,114				13,865
Gas(MMcf)			168,659				150,699				142,432				124,967				111,920
Standardized measure of discounted future net cash flows – end of year(2)		$	1,236,983			$	638,849			$	486,296			$	351,042			$	199,983
Average sales price(2)
Oil (per Bbl)		$	51.24			$	39.37			$	29.43			$	24.27			$	23.29
Gas (per Mcf)		$	8.31			$	5.97			$	5.40			$	3.35			$	4.02
Average production (net sales volume)
Oil (Bbls per day)			4.066				4,588				4,863				4,736				3,378
Gas (Mcf per day)			60.715				76,869				66,160				47,804				58,265

Selected Unaudited Condensed Combined Pro Forma Financial Data

     We derived the following unaudited condensed combined pro forma financial data from Helix’s audited consolidated financial statements for the year ended December 31, 2005, Remington’s audited consolidated financial statements for the year ended December 31, 2005, Helix’s unaudited condensed consolidated financial statements for the three months ended March 31, 2006 and Remington’s unaudited condensed consolidated financial statements for the three months ended March 31, 2006. The financial data has been prepared as if the proposed merger and the consummation of Helix’s financing transactions related to the proposed merger had occurred on January 1, 2005, for the operating data and as of March 31, 2006, for the balance sheet data. The process of valuing Remington’s tangible and intangible assets and liabilities is still in the preliminary stages. Material revisions to our current estimates could be necessary as the valuation process is finalized. The unaudited pro forma operating data set forth below is not necessarily indicative of the results that actually would have been achieved if the proposed merger and the currently contemplated financing transactions related to the merger had been consummated on January 1, 2005, or that may be achieved in the future. The unaudited pro forma financial statements do not reflect any benefits from potential cost savings or revenue changes resulting from the proposed merger. You should read this information in conjunction with Helix’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Helix’s Historical Consolidated Financial Statements and Supplementary Data” and the notes thereto, Remington’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Remington’s consolidated financial statements and notes thereto and the “Unaudited Condensed Combined Pro Forma Financial Data” included in this proxy statement/prospectus or included in Remington’s Annual Report on Form 10-K, Form 10-K/A and Quarterly Report on Form 10-Q incorporated by reference in this proxy statement/prospectus.

		Year Ended				Three Months Ended
		December 31, 2005				March 31, 2006
		(In thousands, except per share amounts)
Statement of Operations data:
Net revenues and other income		$	1,067,772			$	369,746
Net income			162,229				68,478
Net income applicable to common shareholders			159,775				67,674
Earnings per common share:
Basic (1)		$	1.76			$	0.74
Diluted (1)		$	1.70			$	0.71

		As of
		March 31, 2006
		(In thousands)
Balance Sheet data:
Total assets		$	3,586,465
Long term debt (including current maturities of long-term debt)			1,258,918
Convertible preferred stock			55,000
Shareholders’ equity			1,263,489

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE INFORMATION

     Set forth below are the Helix and Remington historical and pro forma amounts per share of common stock for income from continuing operations and book value. The exchange ratio for the pro forma computations is 0.436 of a share of Helix common stock for each share of Remington common stock. The merger consideration is 0.436 of a share of Helix common stock and $27.00 in cash for each share of Remington common stock outstanding immediately prior to completion of the merger.

     The Remington pro forma (equivalent) information shows the effect of the merger from the perspective of an owner of Remington common stock. The information was computed by multiplying the Helix pro forma combined information by the exchange ratio of 0.436. This computation does not include the benefit to Remington stockholders of the cash component of the transaction.

     You should read the information below together with the historical financial statements and related notes contained herein, in the case of Helix, and in the Remington Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2005 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, in the case of Remington, and other information filed with the SEC and incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 198.

     The unaudited pro forma combined data below is for illustrative purposes only. The pro forma adjustments for the balance sheet are based on the assumption that the transaction was consummated on each of the respective dates presented below. The pro forma adjustments for the statements of operations are based on the assumption that the transaction was consummated on January 1, 2005.

     The financial results may have been different had the companies always been combined. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or of the future results of the combined company. See “Unaudited Condensed Combined Pro Forma Financial Data” beginning on page 175 for a discussion of the pro forma financial data used in the comparative per-share amounts in the table below.

		Three Months
		Ended				Year Ended
		March 31, 2006				December 31, 2005
Helix historical (1)
Net income applicable to common shareholders — basic		$	0.71			$	1.94
Net income applicable to common shareholders — diluted			0.67				1.86
Cash dividends			0.00				0.00
Book value at end of period			8.99				8.10
Helix pro forma combined (1)
Net income applicable to common shareholders — basic		$	0.74			$	1.76
Net income applicable to common shareholders — diluted			0.71				1.70
Cash dividends			0.00				0.00
Book value at end of period			13.80				13.08
Remington historical
Net income applicable to common shareholders — basic		$	0.92			$	2.48
Net income applicable to common shareholders — diluted			0.90				2.37
Cash dividends			0.00				0.00
Book value at end of period			15.01				14.05
Remington pro forma (equivalent) (2)
Net income applicable to common shareholders — basic		$	0.32			$	0.77
Net income applicable to common shareholders — diluted			0.31				0.74
Cash dividends			0.00				0.00
Book value at end of period			6.02				5.70

COMPARATIVE MARKET VALUE INFORMATION

     The following table sets forth the closing price per share of Helix common stock and the closing price per share of Remington common stock on January 20, 2006 (the last business day preceding the announcement by Helix and Remington of the execution of the merger agreement) and [       ], 2006 (the most recent practicable trading date prior to the date of this proxy statement/prospectus). The table also presents the equivalent market value per share of Remington common stock on January 20, 2006 and [       ], 2006, for receipt of a combination of 0.436 of a share of Helix common stock and $27.00 in cash, without interest, for each share of Remington common stock that you own.

     You are urged to obtain current market quotations for shares of Helix common stock and Remington common stock before making a decision with respect to the merger.

     No assurance can be given as to the market prices of Helix common stock or Remington common stock at the closing of the merger. Because the exchange ratio will not be adjusted for changes in the market price of Helix common stock, the market value of the shares of Helix common stock that holders of Remington common stock will receive at the effective time of the merger may vary significantly from the market value of the shares of Helix common stock that holders of Remington common stock would have received if the merger were consummated on the date of the merger agreement or on the date of this proxy statement/prospectus.

		Closing Price Per Share
		January 20, 2006				[      ], 2006
Helix common stock		$	44.33			$
Remington common stock		$	37.96			$
Remington Merger Consideration Equivalent		$	46.33			$

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

     This proxy statement/prospectus is being furnished to Remington stockholders by Remington’s board of directors in connection with the solicitation of proxies from the holders of Remington common stock for use at the special meeting of Remington stockholders and any adjournments or postponements of the special meeting. This proxy statement/prospectus also is being furnished to Remington stockholders as a prospectus of Helix in connection with the issuance by Helix of shares of Helix common stock to Remington stockholders in connection with the merger.

Date, Time and Place

     The special meeting of stockholders of Remington will be held on [       ], 2006 at [      ], Central Daylight Time, at [       ].

Matters to Be Considered

     At the special meeting, Remington stockholders will be asked:

	•		to consider and vote upon a proposal to approve and adopt the merger agreement;
	•		to consider and vote upon a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of the approval and adoption of the merger agreement; and
	•		to consider and transact any other business as may properly be brought before the special meeting or any adjournments or postponements thereof.

     At this time, the Remington board of directors is unaware of any matters, other than those set forth in the preceding sentence, that may properly come before the special meeting.

Stockholders Entitled to Vote

     The close of business on [       ] has been fixed by Remington’s board as the record date for the determination of those holders of Remington common stock who are entitled to notice of, and to vote at, the special meeting and at any adjournments or postponements thereof.

     At the close of business on the record date, there were [       ] shares of Remington common stock outstanding and entitled to vote, held by approximately [       ] holders of record. A list of the stockholders of record entitled to vote at the special meeting will be available for examination by Remington stockholders for any purpose germane to the meeting. The list will be available at the meeting and for ten days prior to the meeting during ordinary business hours by contacting Remington’s Corporate Secretary at 8201 Preston Road, Suite 600, Dallas, Texas 75225-6211.

Quorum and Required Vote

     Each holder of record of shares of Remington common stock as of the record date is entitled to cast one vote per share at the special meeting on each proposal. The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of Remington common stock outstanding as of the record date constitutes a quorum for the transaction of business at the special meeting. The affirmative vote of the holders of a majority of the shares of Remington common stock entitled to vote at the special meeting is required to approve and adopt the merger agreement.

     As of the record date for the special meeting, directors and executive officers of Remington and their affiliates beneficially owned an aggregate of [       ] shares of Remington common stock entitled to vote at the special meeting. These shares represent [       ]% of the Remington common stock outstanding and entitled to vote as of the record date. Although these individuals are not party to any voting agreements with Remington or Helix and do not have any obligations to vote in favor of the approval and adoption of the merger agreement, they have indicated their intention to vote their outstanding shares of Remington common stock in favor of the approval and adoption of the merger agreement.

     As of May 15, 2006, Helix and its directors, executive officers and their affiliates owned none of the outstanding shares of Remington common stock.

How Shares Will Be Voted at the Special Meeting

     All shares of Remington common stock represented by properly executed proxies received before or at the special meeting, and not properly revoked, will be voted as specified in the proxies. Properly executed proxies that do not contain voting instructions will be voted FOR the approval and adoption of the merger agreement and any adjournment or postponement of the special meeting.

     A properly executed proxy marked “Abstain” with respect to any proposal will be counted as present for purposes of determining whether there is a quorum at the special meeting. However, because the approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at the special meeting, an abstention will have the same effect as a vote AGAINST approval and adoption of the merger agreement.

     If you hold shares of Remington common stock in “street name” through a bank, broker or other nominee, the bank, broker or nominee may vote your shares only in accordance with your instructions. If you do not give specific instructions to your bank, broker or nominee as to how you want your shares voted, your bank, broker or nominee will indicate that it does not have authority to vote on the proposal, which will result in what is called a “broker non-vote.” Broker non-votes will be counted for purposes of determining whether there is a quorum present at the special meeting, but because approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at the special meeting, broker non-votes will have the same effect as a vote AGAINST the merger agreement.

     If any other matters are properly brought before the special meeting, the proxies named in the proxy card will have discretion to vote the shares represented by duly executed proxies in their sole discretion.

How to Vote Your Shares

     You may vote in person at the special meeting or by proxy. We recommend you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

     You may vote by proxy card, by completing and mailing the enclosed proxy card. If you properly submit your proxy card, in time to vote, one of the individuals named as your proxy will vote your shares of common stock as you have directed. You may vote for or against the proposals submitted at the special meeting or you may abstain from voting.

     If you hold shares of Remington common stock through a broker or other custodian, please follow the voting instructions provided by that firm. If you do not return your proxy card, or if your shares are held in a stock brokerage account or held by a bank, broker or nominee, or, in other words, in “street name” and you do not instruct your bank, broker or nominee on how to vote those shares, those shares will not be voted at the special meeting.

     A number of banks and brokerage firms participate in a program that also permits stockholders whose shares are held in “street name” to direct their vote by the Internet or telephone. This option, if available, will be reflected in the voting instructions from the bank or brokerage firm that accompany this proxy statement/prospectus. If your shares are held in an account at a bank or brokerage firm that participates in such a program, you may direct the vote of these shares by the Internet or telephone by following the voting instructions enclosed with the proxy from the bank or brokerage firm. The Internet and telephone proxy procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their proxy voting instructions and to confirm that those instructions have been properly recorded. Votes directed by the Internet or telephone through such a program must be received by 11:59 p.m., New York, New York time, on [       ], 2006. Requesting a proxy prior to the deadline described above will automatically cancel any voting directions you have previously given by the Internet or by telephone with respect to your shares. Directing the voting of your shares will not affect your right to vote in person if you decide to attend the meeting; however, you must first obtain a signed and properly executed proxy from your bank, broker or nominee to vote your shares held in street name at the special meeting.

If you submit your proxy but do not make specific choices, your proxy will be voted FOR each of the proposals presented.

How to Change Your Vote

     If you are a registered stockholder, you may revoke your proxy at any time before the shares are voted at the special meeting by:

	•		completing, signing and timely submitting a new proxy to the addressee indicated on the pre-addressed envelope enclosed with your initial proxy card by the close of business on [            ], 2006; the latest dated and signed proxy actually received by such addressee before the special meeting will be counted, and any earlier proxies will be considered revoked;
	•		notifying Remington’s Corporate Secretary, at 8201 Preston Road, Suite 600, Dallas, Texas 75225-6201, in writing, by the close of business on [         ], 2006, that you have revoked your earlier proxy; or
	•		voting in person at the special meeting.

     Merely attending the special meeting will not revoke any prior votes or proxies; you must vote at the special meeting to revoke a prior proxy.

     If you hold shares of Remington common stock through a broker or other custodian and you vote by proxy, you may later revoke your proxy instructions by informing the holder of record in accordance with that entity’s procedures.

Voting by Participants in the Remington Plans

     Under the Remington stock incentive plan, a grantee of restricted shares of Remington common stock has all the rights of a Remington stockholder with respect to those shares, including the right to vote. Accordingly, holders of shares of Remington restricted stock will be entitled to vote at the special meeting in the same way as holders of non-restricted shares of Remington common stock. Beneficial holders of shares of Remington stock held within the Remington 401(k) plan control the voting of those shares.

Solicitation of Proxies

     In addition to solicitation by mail, directors, officers and employees of Remington may solicit proxies for the special meeting from Remington stockholders personally or by telephone, facsimile and other electronic means without compensation other than reimbursement for their actual expenses.

     The expenses incurred in connection with the filing of this document will be paid for by Helix. The expenses incurred in connection with the printing and mailing this proxy statement/prospectus will be paid for by Remington. Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares of Remington stock held of record by those persons, and Remington will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in so doing.

Recommendation of the Remington Board of Directors

     The Remington board of directors has unanimously approved the merger agreement and the transactions it contemplates, including the merger. The Remington board of directors determined that the merger is advisable and in the best interests of Remington and its stockholders and unanimously recommends that you vote FOR approval and adoption of the merger agreement. See “The Merger—Remington’s Reasons for the Merger” beginning on page 36 and “The Merger—Recommendation of the Remington Board of Directors” beginning on page 38 for a more detailed discussion of the Remington board of directors’ recommendation.

Special Meeting Admission

     If you wish to attend the special meeting in person, you must present either an admission ticket or appropriate proof of ownership of Remington stock, as well as a form of personal identification. If you are a registered stockholder and plan to attend the meeting in person, please mark the attendance box on your proxy card and bring the tear-off admission ticket with you to the meeting. If you are a beneficial owner of Remington common stock that is held by a bank, broker or other nominee, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from your bank or broker are examples of proof of ownership.

     No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the meeting.

     PLEASE DO NOT SEND IN ANY REMINGTON STOCK CERTIFICATES WITH YOUR PROXY CARD. After the merger is completed, you will receive written instructions from the exchange agent informing you how to surrender your stock certificates to receive the merger consideration.

Adjournment and Postponements

     The special meeting may be adjourned from time to time, to reconvene at the same or some other place, by approval of the holders of common stock representing a majority of the votes present in person or by proxy at the special meeting, whether or not a quorum exists, without further notice other than by an announcement made at the special meeting, so long as the new time and place for the special meeting are announced at that time. If the adjournment is for more than thirty days, or if after the adjournment a new record date is determined for the adjourned special meeting, a notice of the adjourned special meeting must be given to each stockholder of record entitled to vote at the special meeting. If a quorum is not present at the Remington special meeting, holders of Remington common stock may be asked to vote on a proposal to adjourn or postpone the Remington special meeting to solicit additional proxies. If a quorum is not present at the Remington special meeting, the holders of a majority of the shares entitled to vote who are present in person or by proxy may adjourn the meeting. If a quorum is present at the Remington special meeting but there are not sufficient votes at the time of the special meeting to approve the other proposal(s), holders of Remington common stock may also be asked to vote on a proposal to approve the adjournment or postponement of the special meeting to permit further solicitation of proxies.

THE MERGER

General

     Remington’s board of directors is using this document to solicit proxies from the holders of Remington common stock for use at the Remington special meeting, at which holders of Remington common stock will be asked to vote upon approval and adoption of the merger agreement. In addition, Helix is sending this document to Remington stockholders as a prospectus in connection with the issuance of shares of Helix common stock in exchange for shares of Remington common stock in the merger.

     The boards of directors of Remington and Helix have unanimously approved the merger agreement providing for the merger of Remington into Merger Sub. Merger Sub, which is wholly owned by Helix, will be the surviving entity in the merger, and upon completion of the merger, the separate corporate existence of Remington will terminate. We expect to complete the merger in the second quarter of 2006.

Background of the Merger

     The board of directors and senior management of Helix periodically discuss strategic options, including growth by acquisition. Helix has, from time to time, considered business combinations with other energy services companies or oil and gas exploration and production companies. Three service related acquisitions were completed during 2005, and a short list of potential exploration and production target companies was developed by mid-year.

     In recent years, Remington has from time to time entered into agreements with Helix for the use of Helix’s marine contract services in Remington’s offshore oil and gas exploration activities. As a result, Mr. James A. Watt, Chairman and Chief Executive Officer of Remington, and Mr. Martin R. Ferron, President and Chief Operating Officer of Helix, as well as other officers and employees of both companies, have come to know each other. Therefore, from time to time in the past, Messrs. Watt and Ferron discussed contractual arrangements between the companies and general matters regarding their respective businesses and the oil and gas industry.

     In October 2005, Helix engaged Simmons & Company International to prepare an overview of Remington, together with a preliminary valuation/combination analysis. That report was issued on November 14, 2005.

     On November 17, 2005, Mr. Ferron contacted Mr. Watt by telephone to set up a meeting to discuss the possibility of a business combination between Helix and Remington.

     On November 22, 2005, Mr. Ferron met with Mr. Watt and Mr. Robert P. Murphy, Remington’s President and Chief Operating Officer, at Remington’s offices in Dallas, Texas. During the meeting, Mr. Ferron expressed an interest in a business combination between Helix and Remington. Mr. Ferron suggested that Helix would be willing to pay a yet-to-be determined premium for the common stock of Remington, and that consideration for the transaction would consist of approximately 75% cash and 25% Helix common stock. Mr. Ferron further stated that, to formulate a proposal, Helix needed to review and evaluate certain non-public Remington operational and financial data. Accordingly, Mr. Ferron requested that Remington consider entering into a confidentiality agreement with Helix and provided Mr. Watt an initial request for information about Remington. Mr. Watt responded that he would discuss with the Remington board of directors Helix’s indication of interest and its request for access to non-public information pursuant to a confidentiality agreement.

     On November 28, 2005, the board of directors of Remington met by telephonic conference and Mr. Watt and Mr. Murphy reported to the directors the discussions with Mr. Ferron at the November 22, 2005 meeting. Following a discussion of the matter, the board of directors authorized Remington to enter into a confidentiality agreement with Helix, and to conduct exploratory communications with Helix’s management regarding a possible business combination. Helix and Remington executed the confidentiality agreement on November 30, 2005. On December 5, 2005, Remington sent to Helix, by overnight courier, a package containing certain information requested by Helix.

     On December 6, 2005, Mr. Watt received a letter from Mr. Ferron expressing continued interest in evaluating a potential transaction with Remington and requesting an exclusivity period until February 15, 2006, during which Remington would not seek or consider alternative business combination transactions. Mr. Ferron’s letter also expressed Helix’s interest in entering into a merger agreement with Remington by the end of January 2006. Mr. Watt responded that Remington was not in a position to grant that exclusivity to Helix and stated that Remington was not for sale.

     On December 9, 2005, Mr. Owen Kratz, Chairman and Chief Executive Officer of Helix, and Mr. Ferron met with Mr. Watt and Mr. Murphy at Remington’s offices in Dallas, Texas. At the meeting Messrs. Kratz and Ferron requested further information about Remington’s business and operations. They also stated that, in the event of a combination of the companies, they contemplated that Remington would largely remain as a separate unit or division of Helix. During a follow-up telephone conference on December 12, 2005, Mr. Ferron indicated to Messrs. Watt and Murphy that, based on an analysis of publicly available information and the additional information provided to them by Remington, Helix was contemplating a price in the range of $44 for each share of Remington common stock. Messrs. Watt and Murphy reiterated that Remington was not for sale but that at Helix’s request they would discuss the matter with Remington’s board of directors.

     On December 13, 2005, a regularly scheduled meeting of the Helix board of directors was held at which the Helix board of directors discussed the potential acquisition of Remington and an indicative offer.

     Also on December 13, 2005, a regularly scheduled meeting of the board of directors of Remington was held, during which Mr. Watt updated the directors on the conversations to date with Helix. The directors discussed the Helix level of interest and concluded that the tentative indication of value at $44 per share of Remington common stock warranted continued dialogue with Helix, although the board reiterated that Remington was not for sale and noted that a formal offer had not been submitted. Upon Mr. Watt’s request, Remington’s board of directors authorized him to retain Jefferies in order to assist the board of directors in assessing Helix’s valuation of Remington. On December 14, 2005, Mr. Watt communicated to Mr. Ferron that Remington’s board of directors had reviewed Helix’s tentative proposal but had not reached a conclusion on it, and confirmed to Helix that Remington was not willing, at that stage of the process, to provide an exclusivity period to Helix.

     On December 14, 2005, Mr. Ferron sent another letter to Mr. Watt suggesting that Helix commence its due diligence review of Remington immediately. In the letter Helix proposed, in lieu of an exclusivity period, a break-up fee payable by Remington to Helix of $10 million prior to the announcement of a merger and $50 million afterwards. On December 15, 2005, Mr. Ferron sent a third letter to Mr. Watt, indicating a potential offer could be made in the range of $43 to $46 per share of Remington common stock, based on approximately 30 million fully diluted shares outstanding, with Helix common stock constituting up to 50% of the consideration. Mr. Watt responded by e-mail that he would review Helix’s revised preliminary proposal with Remington’s board of directors and advisors.

     On December 20, 2005, officers of Remington met with representatives of Jefferies at Remington’s offices in Dallas, Texas, to discuss and review Helix’s proposal. Remington entered into an engagement agreement with Jefferies on December 21, 2005. Mr. Watt then instructed Jefferies to review and evaluate Helix’s proposal and to help evaluate potential alternatives for Remington.

     Between December 21 and December 22, 2005, Helix completed technical due diligence with respect to Remington.

     On January 5, 2006, the Helix Board of Directors held a telephonic meeting to approve a definitive acquisition offer. The following day, a firm offer of $45 per Remington share was submitted in writing, with the consideration consisting of 50% cash and 50% Helix common stock. Mr. Watt reiterated to Mr. Ferron that Remington’s board of directors had not changed its determination that Remington was not for sale. Mr. Watt also indicated that Remington’s board of directors had to assess whether Helix’s proposal made sense to Remington’s stockholders, and that he would review it with the board of directors and external advisors.

     Remington’s board of directors met on January 11, 2006 to consider Helix’s proposal. At the meeting, Jefferies made a presentation that included an overview of Helix, a preliminary valuation of Remington using different methodologies and a review of alternative strategic options available to Remington. Jefferies provided its evaluation of Helix’s proposal in comparison to alternative strategic options and similar recent transactions involving the sale of Gulf of Mexico oil and gas assets. Andrews Kurth LLP, outside legal counsel to Remington, then discussed with the Remington board of directors the fiduciary duties of the board under the circumstances. Upon deliberation, the Remington board of directors confirmed that Remington was not for sale, and determined that Remington management should continue discussions with Helix and that Remington and its advisors should seek an increase in the consideration to be paid by Helix. Jefferies was then directed to contact a limited number of additional parties that might have an interest in a potential business combination with Remington at a premium to the market price of Remington’s common stock. On January 12, 2005, Mr. Watt informed Mr. Ferron of the discussions of Remington’s board of directors. After further negotiations with Helix, on January 13, 2006, Mr. Watt informed the Remington board of directors that Helix had increased its proposed offering price from $45 to $46 per

share of Remington common stock, approximately 60% of which would be paid in cash and 40% in Helix common stock.

     Mr. Watt and Mr. Murphy met with Mr. Ferron at Helix’s offices in Houston, Texas on January 16, 2006 to conduct due diligence on Helix and further discuss the prospect of a merger between the companies. At that meeting, Mr. Ferron delivered a letter to Mr. Watt stating an aggregate offer price of $812,885,625 in cash plus 13,577,577 shares of Helix common stock for the approximately 30.1 million of fully diluted shares of Remington common stock.

     On January 18, 2006, the board of directors of Remington met in order to consider Helix’s revised proposal. Mr. Watt informed the Remington directors that the proposal was $46 per share of Remington common stock, based on the closing price of Helix’s common stock on January 13, 2006 of $42.10 per share. Remington stockholders would receive $27.00 in cash plus 0.4513 of a share of Helix common stock for each outstanding share of Remington common stock. The cash component would be about 58.7% of the total consideration. At the meeting, representatives of Jefferies expressed their oral opinion that they believed they would be able to conclude that the merger consideration to the holders of Remington common stock in the Helix proposal was fair to such holders from a financial point of view. Remington’s board of directors then directed Mr. Watt to continue discussions with Helix and report back to the board of directors with a comprehensive definitive offer from Helix. In addition, the board of directors requested that Jefferies prepare to render a fairness opinion with respect to the transaction at the next board meeting. Following the meeting, in a letter dated January 18, 2006, Mr. Watt informed Mr. Ferron that the board of directors of Remington intended to meet again on January 22, 2006 to consider approval of the transaction, provided a mutually acceptable merger agreement was negotiated by then, and Jefferies rendered a fairness opinion acceptable to the board of directors of Remington.

     Later on January 18, 2006, Remington distributed a draft merger agreement prepared by Andrews Kurth LLP, Remington’s outside legal counsel, to Helix and its outside legal counsel, Fulbright & Jaworski L.L.P. Over the following few days, the managements of Remington and Helix and their respective financial advisors and outside legal counsel engaged in negotiations with respect to the merger agreement.

     Between January 19 and January 20, 2006, Helix completed financial and administrative due diligence.

     On January 19, 2006, Helix’s board of directors held a telephonic meeting regarding the status of the negotiations and discussed a revised offer as a result of information obtained as part of the due diligence review.

     On January 20, 2006, Helix representatives notified Mr. Watt that through financial due diligence they had determined that the tax basis of Remington’s assets was significantly less than previously estimated. In addition, on January 21, 2006, Remington determined that the Gulf of Mexico exploratory well, South Pass 87 #6, in which Remington had a 50% non-operating working interest, was a dry hole. As a result, Mr. Ferron advised Mr. Watt that Helix was revising its offer and asked Mr. Watt to present the revised offer to the Remington board of directors. Mr. Watt agreed to submit the revised offer to the Remington board of directors and agreed to recommend to the board that the merger agreement be executed reflecting a consideration for each share of fully diluted Remington common stock of $27.00 in cash and 0.436 of a share of Helix common stock. Based on the closing price of Helix’s common stock on January 20, 2006, that final offer represented a consideration of $46.33 per share of Remington common stock.

     Remington’s board of directors held a telephonic meeting on the evening of January 22, 2006 to review Helix’s revised offer and the proposed transaction. Remington’s financial advisors and outside legal counsel also attended the meeting. At the meeting, Remington’s board of directors discussed various aspects of the proposed transaction, including the proposed merger consideration and the terms of the merger agreement. Jefferies reviewed its analysis of the economic terms of the transaction and its assessment of the fairness of the merger consideration to the holders of Remington common stock from a financial point of view. Jefferies representatives also informed the Remington board that, pursuant to the board’s instructions, Jefferies had contacted six other parties to see if they would have an interest in a potential combination with Remington. One of them executed a confidentiality agreement, but none of them expressed an interest in submitting an offer. Jefferies then delivered its written opinion to Remington’s board of directors, that, as of the date of the opinion and based on and subject to the matters described in the opinion, the merger consideration to be received in the merger by the holders of Remington common stock, other than Helix and its affiliates, was fair, from a financial point of view, to such holders. Then Remington’s outside legal counsel presented a summary of the terms of the merger agreement and discussed various legal issues with Remington’s directors. After further discussion on certain aspects of the proposed transaction, Remington’s board of directors unanimously approved the merger, the terms of the merger agreement and the

transactions contemplated by the merger agreement, and determined to recommend adoption of the merger agreement to the stockholders of Remington.

     The board of directors of Helix approved the merger agreement and the transactions contemplated thereby effective as of January 22, 2006.

     Late in the evening of January 22, 2006, following the approval by the boards of directors of both companies, Helix and Remington executed the merger agreement. Early in the morning of January 23, 2006, the parties publicly announced the execution of the merger agreement.

Remington’s Reasons for the Merger

     The Remington board of directors, at a special meeting held on January 22, 2006, unanimously determined that the merger and the merger agreement are advisable, fair to and in the best interests of Remington and its stockholders. The Remington board of directors has approved the merger agreement and unanimously recommends Remington stockholders vote “FOR” approval and adoption of the merger agreement and the merger.

     In reaching its decision, the Remington board of directors consulted with Remington’s management and its financial and legal advisors in this transaction. In concluding that the merger is in the best interests of Remington and its stockholders, the Remington board of directors considered a variety of factors, including the following:

•

the merger consideration of $27.00 in cash plus 0.436 of a share of Helix common stock, with a combined value equal to $46.33 per share of Remington common stock based upon the closing price of Helix common stock as reported on the Nasdaq National Market January 20, 2006, the last trading day prior to the date of the public announcement of the merger, represents:

	•		a premium of $8.44, or approximately 22.28%, over the trailing average closing price of $37.89 per share for Remington’s common stock as reported on the NYSE composite transaction reporting system for the 30 trading days ended January 20, 2006;
	•		a premium of $8.75, or approximately 23.28%, over the trailing average closing price of $37.58 per share for Remington’s common stock as reported on the NYSE composite transaction reporting system for the five trading days ended January 20, 2006; and
	•		a premium of $8.37, or approximately 22.05%, over the closing sale price of $37.96 for Remington’s common stock as reported on the NYSE composite transaction reporting system on January 20, 2006, the last trading day prior to the date of the public announcement of the proposed merger;

	•		the financial presentation of Jefferies, including its opinion dated January 22, 2006, to the Remington board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration, as more fully described below under “— Opinion of Remington’s Financial Advisor”;
	•		the Remington board of directors’ familiarity with, and understanding of, Remington’s business, financial condition, results of operations, current business strategy, earnings and prospects, and its understanding of Helix’s business, financial condition, results of operations, business strategy and earnings (including the report of Remington’s management on the results of its due diligence review of Helix);
	•		the possible alternatives to the merger, including:

	•		other acquisition or combination possibilities for Remington;
	•		the possibility of continuing to operate as an independent oil and gas exploration and production company under its current model focused in the Gulf of Mexico; and
	•		adopting a more broad-based but also more risky strategy possibly involving acquisitions and an international component;

	•		the range of possible benefits to Remington’s stockholders of those alternatives and the timing and likelihood of accomplishing the goal of any of those alternatives, and the board’s assessment that the merger with Helix presents an opportunity superior to those alternatives;
	•		the fact that Remington stockholders will receive a substantial cash payment for their shares, while at the same time retaining a large equity stake in the combined company, which will afford Remington stockholders the opportunity to participate in the future financial performance of a larger, more diversified energy and energy services company; in that regard, the Remington board of directors understood that the volatility of prices for oil and gas would cause the value of the merger consideration to fluctuate, perhaps significantly, but was of the view that on a long-term basis it would be desirable for stockholders to have an opportunity to retain some continuing investment in the post-merger combined company;
	•		the Remington board of directors’ understanding, following its review together with Remington’s management and financial advisors, of overall market conditions, including then-current and prospective commodity prices and recent trading prices for Remington’s common stock, and the board’s determination that, in light of these factors, the timing of a potential transaction was favorable to Remington and its stockholders;
	•		the Remington board of directors’ understanding, and management’s review, of Remington’s current and prospective holdings, including Remington’s oil and gas reserves in the Gulf of Mexico, and the Remington board of directors’ and management’s views concerning maximizing the future benefits relating to these holdings in light of Remington’s size and position in the oil and gas industry, together with their belief that having ready access to Helix’s resources and expertise in the offshore oil and gas services industry would be a major factor in maximizing those future benefits;
	•		the consideration by the Remington board of directors, with the assistance of its advisors, of the general terms and conditions of the merger agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations as well as the likelihood of consummation of the merger, the proposed transaction structure, the termination provisions of the agreement and the Remington board of directors’ evaluation of the likely time period necessary to close the transaction; and
	•		the expectation that the merger would qualify as a reorganization for federal income tax purposes.

     The Remington board of directors also considered potential risks associated with the merger in connection with its evaluation of the proposed transaction, including:

	•		the risks of the type and nature described under “Risk Factors” beginning on page 14;
	•		because the merger agreement provides for a fixed exchange ratio, if the price of Helix common stock at the time of the closing of the merger is lower than the price as of the time of signing the merger agreement, the value received by holders of Remington common stock in the merger could be materially less than the value as of the date of the merger agreement;
	•		the risk, which is common in transactions of this type, that the terms of the merger agreement, including provisions relating to Helix’s right to obtain information with respect to any alternative proposals and to a three business day negotiating period after receipt by Remington of a superior proposal and Remington’s payment of a termination fee under specified circumstances, might discourage other parties that could otherwise have an interest in a business combination with, or an acquisition of, Remington from proposing such a transaction;
	•		the interests of certain of Remington’s executive officers and directors described under “Interests of Remington Directors and Executive Officers in the Merger” beginning on page 50;
	•		the restrictions on the conduct of Remington’s business prior to the consummation of the merger, requiring Remington to conduct its business in the ordinary course consistent with past practice subject to specific limitations, which may delay or prevent Remington from undertaking business opportunities that may arise pending completion of the merger; and

•

the risks and contingencies related to the announcement and pendency of the merger, the possibility that the merger will not be consummated and the potential negative effect of public announcement of the merger on Remington’s business and relations with customers and service providers, operating results and stock price and Remington’s ability to retain key management and personnel.

     The foregoing discussion of the information and factors discussed by the Remington board of directors is not exhaustive but does include material factors considered by the Remington board of directors. The Remington board of directors did not quantify or assign any relative or specific weight to the various factors that it considered. Rather, the Remington board of directors based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the Remington board of directors may have given different weight to different factors.

Recommendation of the Remington Board of Directors

     After careful consideration of the matters discussed above, the Remington board of directors concluded that the proposed merger is in the best interest of the stockholders of Remington.

     FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF REMINGTON HAS UNANIMOUSLY ADOPTED THE MERGER AGREEMENT AS IN THE BEST INTERESTS OF REMINGTON AND ITS STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT REMINGTON’S STOCKHOLDERS VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT.

Helix’s Reasons for the Merger

     The Helix Board of Directors has approved the merger agreement and believes that the acquisition of Remington is the next logical step in the evolution of Helix’s unique production contracting based business model.

     Helix believes that the merger joins two well managed companies, providing strategic and financial benefits to shareholders. The benefits include:

	•		The transaction is expected to be accretive to earnings and cash flow;
	•		Remington’s prospect generation based growth strategy is highly complementary to Helix’s production model and will build on Helix’s existing portfolio of proved undeveloped reserves by:

	•		creating extra exploitation value through the deployment of Helix assets for drilling, development, maintenance and abandonment;
	•		accelerating high impact, ready to drill inventory;
	•		adding 4 Tcfe reserve potential (1 Tcfe risked); and
	•		providing 100% working interest in all deepwater prospects;

	•		Remington possesses a highly experienced technical team;
	•		Exploitation of Remington’s prospect inventory will provide increased backlog for Helix’s contracting services;
	•		Combined Helix and Remington production business on the Outer Continental Shelf has critical mass, including:

	•		operating synergies and purchasing leverage; and
	•		Remington’s seismic library, which can be used across Helix assets; and

•

Helix can enhance financial results of key deepwater prospects by promoting partnership arrangements.

Opinion of Remington’s Financial Advisor

     Jefferies has rendered its written opinion, dated January 22, 2006, to the board of directors of Remington to the effect that, as of that date and subject to the assumptions, limitations, qualifications and other matters described

in its opinion, the merger consideration to be received in connection with the merger by the holders of Remington common stock (other than Helix and its affiliates) was fair, from a financial point of view, to such holders.

     The full text of Jefferies’ written opinion to Remington’s board of directors, which sets forth the procedures followed, the assumptions made, qualifications and limitations on the review undertaken and other matters, is attached to this proxy statement/prospectus as Annex B. The summary of Jefferies’ opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion, which is incorporated by reference into this proxy statement/prospectus. Holders of Remington common stock are encouraged to read the opinion in its entirety.

     The opinion of Jefferies does not constitute a recommendation as to how any stockholder should vote on the merger or any matter relevant to the merger agreement.

General

     Jefferies was selected by Remington’s board of directors based on Jefferies’ qualifications, expertise and reputation. Jefferies is an internationally recognized investment banking and advisory firm. Jefferies, as part of its investment banking business, is regularly engaged in the evaluation of capital structures, valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

     In the ordinary course of business, Jefferies and its affiliates may publish research reports regarding the securities of Remington and Helix and their respective affiliates and may trade or hold such securities of Remington and Helix for their own account and for the accounts of their customers and, accordingly, may at any time hold long or short positions in those securities. In the past, Jefferies and its affiliates have provided investment banking services to Remington unrelated to the merger for which they have received compensation, and Jefferies or its affiliates may, in the future, provide investment banking and financial advisory services to Helix for which they would expect to receive compensation.

     Pursuant to an engagement letter between Remington and Jefferies dated December 21, 2005, Jefferies was retained to act as financial advisor to Remington in connection with a possible transaction involving Remington. Jefferies also assisted Remington in soliciting expressions of interest in Remington from other parties potentially interested in a transaction with Remington. In consideration for these financial advisory services, Jefferies will receive a fee based on a percentage of the transaction value, which is contingent upon the completion of a transaction such as the merger. On January 19, 2006, the engagement letter was amended to provide that Jefferies would render a written opinion to the board of directors of Remington regarding the fairness of the merger consideration to be received in connection with the merger by the holders of Remington common stock (other than Helix and its affiliates) from a financial point of view. On January 22, 2006, Jefferies rendered its oral opinion to the board of directors of Remington (and subsequently provided a written copy of its opinion) that, as of that date and subject to the assumptions, limitations, qualifications and other matters described in its opinion, the merger consideration to be received in connection with the merger by the holders of Remington common stock (other than Helix and its affiliates) was fair, from a financial point of view, to such holders. Jefferies received a separate fee of $1 million for rendering such opinion, which was not contingent upon the completion of the merger. Upon the completion of the merger, a portion of such fee will be credited towards the transaction fee payable pursuant to the initial engagement letter. In addition, Remington has agreed to indemnify Jefferies for certain liabilities arising out of the engagements described above.

     The opinion of Jefferies was one of many factors taken into consideration by Remington’s board of directors in making its determination to approve the merger and should not be considered determinative of the views of Remington’s board of directors or management with respect to the merger or the merger consideration.

     Jefferies did not establish the amount of cash or amount of shares of Helix common stock that will be received in exchange for each share of Remington common stock as consideration for the merger. These amounts were determined pursuant to negotiations between Remington and Helix and were approved by the board of directors of Remington.

Procedures Followed

     In connection with rendering its opinion, Jefferies has, among other things,:

	•		reviewed a draft of the merger agreement dated January 22, 2006, participated in certain limited negotiations concerning the merger among representatives of Remington and Helix and discussed with the officers of Remington the course of other negotiations with Helix;
	•		reviewed certain financial and other information about Remington and Helix that was publicly available and that Jefferies deemed relevant;
	•		reviewed certain internal financial and operating information, including financial projections relating to Remington that were provided to Jefferies by Remington, taking into account (a) the growth prospects of Remington, (b) Remington’s historical and current fiscal year financial performance and track record of meeting its forecasts, and (c) Remington’s forecasts going forward and its ability to meet them;
	•		reviewed the corporate budget of Helix for 2006;
	•		met with Remington’s and Helix’s managements regarding the business prospects, financial outlook and operating plans of Remington and Helix, respectively, and held discussions concerning the impact on Remington and Helix and their prospects of the economy and the conditions in Remington’s industry;
	•		reviewed the market prices and valuation multiples for the common stock of Remington and Helix, respectively;
	•		compared the valuation in the public market of companies Jefferies deemed similar to that of Remington in market, services offered, and size;
	•		reviewed public information concerning the financial terms of certain recent transactions that Jefferies deemed comparable to the merger;
	•		performed a discounted cash flow analysis to analyze the present value of the future cash flow streams that Remington has indicated it expects to generate;
	•		reviewed certain proved oil and gas reserve data furnished to Jefferies by Remington and Helix, including the 2004 year end reserve reports for Remington and Helix, respectively, prepared by independent reserve engineers as well as internal 2005 year end projected reserve information of Remington and Helix furnished to Jefferies by Remington and Helix, respectively; and
	•		reviewed the potential pro forma impact of the merger.

     In addition, Jefferies conducted such other studies, analyses and investigations and considered such other financial, economical and market factors and criteria as they considered appropriate in arriving at their opinion. Jefferies’ analyses must be considered as a whole. Considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusions expressed in the opinion delivered by Jefferies.

Assumptions Made and Qualifications and Limitations on Review Undertaken

     In rendering its opinion, Jefferies assumed and relied upon the accuracy and completeness of all of the financial information, forecasts and other information provided to or otherwise made available to Jefferies by Remington, Helix or that was publicly available to Jefferies, and did not attempt, or assume any responsibility, to independently verify any of such information. The opinion of Jefferies is expressly conditioned upon such information, whether written or oral, being complete, accurate and fair in all respects. With respect to the oil and gas reserve reports, hydrocarbon production forecasts and financial projections provided to and examined by Jefferies or discussed with Jefferies by Remington and Helix, Jefferies noted that projecting future results of any

company is inherently subject to uncertainty. Jefferies was advised by each of Remington and Helix and has assumed that the oil and gas reserve reports, hydrocarbon production forecasts and financial projections provided to and examined by Jefferies or discussed with Jefferies by Remington and Helix were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Remington or Helix as to the expected future financial performance of Remington or Helix (including in the case of Helix as to the future revenues and related costs attributable to its services segment and production facilities operations), and their respective petroleum engineers, as to their respective oil and gas reserves, related future revenues and associated costs. Jefferies expressed no opinion as to Remington’s or Helix’s oil and gas reserves, related future revenue, financial projections or the assumptions upon which they are based. In addition, in rendering its opinion, Jefferies assumed that Remington will perform in accordance with such financial projections for all periods specified therein. Jefferies noted that although such projections did not form the principal basis for their opinion, but rather constituted one of many items that they employed, changes to such projections could affect the opinion rendered.

     Jefferies’ opinion also expressly also assumed that there were no material changes in Remington’s assets, financial condition, results of operations, business or prospects since the most recent financial statements made available to them. In addition, Jefferies’ opinion noted that they:

	•		did not conduct a physical inspection of the properties and facilities of Remington or Helix, nor were they furnished, any reports of physical inspections;
	•		did not make or obtain, nor were they furnished, any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Remington or Helix (other than the reserve reports referred to in the opinion);
	•		did not assume any responsibility to obtain any such evaluations, appraisals or inspections for Remington or Helix; and
	•		did not evaluate the solvency or fair value of Remington or Helix under any state or federal laws relating to bankruptcy, insolvency or similar matters.

     Jefferies assumed that the merger will be consummated in a manner that complies in all respects with the applicable provisions of the Securities Act of 1933, and all other applicable federal and state statutes, rules and regulations and that the merger will qualify as a tax-free reorganization for U.S. federal income tax purposes. Jefferies further assumed, with permission of Remington, that:

	•		the final form of the merger agreement would be substantially similar to the last draft they reviewed;
	•		the merger will be consummated in accordance with the terms described in the merger agreement, without any amendments thereto, and without waiver by Remington of any of the conditions to Helix’s obligations;
	•		there was not as of the date of the opinion, and there will not as a result of the consummation of the transactions contemplated by the merger agreement be, any default or event of default under any indenture, credit agreement or other material agreement or instrument to which Remington or Helix or any of their respective subsidiaries or affiliates is a party;
	•		in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the merger, no restrictions, including divestiture requirements or amendments or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the merger; and
	•		all material assets and liabilities (contingent or otherwise, known or unknown) of Remington are as set forth in its consolidated financial statements provided to Jefferies by Remington.

Summary of Financial and Other Analyses

     The following is a summary of the material financial and other analyses presented by Jefferies to Remington’s board of directors in connection with Jefferies’ opinion dated January 22, 2006. The financial and other analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete

description of the analyses. Considering the data in the tables below without considering the full narrative description of the financial and other analyses, including the methodologies underlying and the assumptions, qualifications and limitations affecting each analysis, could create a misleading or incomplete view of Jefferies’ analyses.

     Overview

     Based on the closing price per share of Helix common stock on January 20, 2006 of $44.33, Jefferies noted that the implied value of the merger consideration per share of Remington common stock was $46.33, which is referred to in this summary of Jefferies’ opinion as the “implied merger consideration.” The implied merger consideration includes 0.436 of a share of Helix common stock and $27.00 in cash for each share of Remington common stock. Jefferies also noted that based on the implied merger consideration of $46.33 per share, approximately 30.2 million fully diluted shares of Remington common stock currently outstanding (calculated using the treasury method) and Remington’s $38 million of cash and cash equivalent assets, the implied enterprise value of Remington was $1.36 billion. Jefferies also noted that the implied merger consideration represented a 22% premium to Remington’s closing stock price of $37.96 on January 20, 2006.

     Jefferies analyzed the value of Remington in accordance with the following methodologies, each of which is described in more detail below:

	•		Discounted Cash Flow Analysis;
	•		Discounted Equity Value Analysis;
	•		Comparable Company Analysis; and
	•		Precedent Transaction Analysis.

     These methodologies were used to determine an implied price range per share of Remington common stock, which was then compared to the implied merger consideration and to the historical price range of Remington common stock. The following table summarizes the results of the analyses and should be read together with the more detailed descriptions set forth below:

		Implied Price Range
Methodology		(per share)
Discounted Cash Flow Analysis		$	43.18 to $52.90
Discounted Equity Value Analysis (NYMEX Pricing)		$	42.61 to $60.15
Discounted Equity Value Analysis (Flat Pricing)		$	26.12 to $40.57
Comparable Company Analysis		$	36.79 to $44.96
Precedent Transactions Analysis		$	29.00 to $43.27
52-Week Range of Remington Common Stock		$	24.73 to $42.59
3-Year Range of Remington Common Stock		$	16.75 to $42.59
Implied Merger Consideration: $46.33 per share

     Discounted Cash Flow Analysis

     Jefferies calculated the present value of Remington’s projected cash flows using risk-weighted oil and gas reserves, including estimates of non-proved reserves provided by Remington’s management. For the purposes of the discounted cash flow analysis, Jefferies used a price deck based on the New York Mercantile Exchange, or NYMEX, forward pricing curve on January 18, 2006 for proved developed reserves and proved behind pipe reserves and a flat price of $50.00 per barrel of oil and $7.00 per thousand cubic feet of gas for undeveloped and exploratory reserves. Jefferies assumed various discount rates and investment factors in connection with the discounted cash flow analysis. The discounted cash flow analysis resulted in an implied price range of $43.18 to $52.90 per share as compared to the implied proposed merger consideration of $46.33 per share of Remington common stock.

     Discounted Equity Value Analysis

     Jefferies calculated the present value of Remington’s hypothetical future stock price at December 31, 2008 using certain projections provided by Remington’s management related to production, lease operating expenses, general and administrative expenses, other expenses and capital expenditures and an exit multiple range from 3.0x to 4.0x earnings before interest, taxes, depreciation and amortization (referred to as EBITDA). Jefferies performed the discounted equity analysis using both the NYMEX forward pricing curve as of January 18, 2006 and flat pricing of $50.00 per barrel of oil and $7.00 per thousand cubic feet of gas. These pricing scenarios resulted in an implied price range as follows:

		Implied Price Range
Pricing Scenario		(per share)
NYMEX forward pricing curve		$	42.61 to $60.15
Flat pricing		$	26.12 to $40.57

     Comparable Company Analysis

     Using publicly available financial and operating data for selected public companies in the oil and gas exploration and production industry, Jefferies calculated trading multiples of the selected public companies at their current stock price and applied those multiples to the following historical and projected financial data provided by Remington’s management:

	•		estimated 2006 EBITDA based on the NYMEX forward price curve;
	•		estimated 2006 EBITDA based on First Call pricing of $56.52 per barrel of oil and $8.72 per thousand cubic feet of gas;
	•		proved oil and gas reserves (in $per billion of cubic feet equivalents, or $/Bcfe); and
	•		daily oil and gas production (in $per million of cubic feet equivalents per day, or $/Mmcfe per day).

     For the purposes of calculating cubic feet equivalents, six thousand cubic feet of natural gas are deemed equivalent to one barrel of oil. Enterprise values in this analysis were calculated using the closing price of the common stock of Remington and the selected companies as of January 20, 2006.

     The selected public companies used by Jefferies in the comparable company analysis were:

	•		ATP Oil & Gas Corporation;
	•		Bois d’Arc Energy Inc.;
	•		Callon Petroleum Company;
	•		Energy Partners Limited;
	•		The Houston Exploration Company;
	•		Newfield Exploration Company;
	•		Stone Energy Corporation; and
	•		W&T Offshore, Inc.

In determining the implied price range per share for this analysis, each of the EBITDA multiples was weighted 30%, the proved oil and gas reserves multiple was weighted 10% and the daily oil and gas production multiple was weighted 30%. Based on this analysis, Jefferies calculated Remington’s implied valuation per share to be $36.79 to

$44.96, as compared to the implied proposed merger consideration of $46.33 per share of Remington common stock.

     No company utilized for comparison in the comparable company analysis is identical to Remington. In evaluating the merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond Remington’s control. Mathematical analysis, such as determining the weighted average, is not in itself a meaningful method of using comparable company data.

     Precedent Transaction Analysis

     Using publicly available financial and operating data and other information for selected comparable precedent transaction in the oil and gas exploration and production industry, with a focus on transactions involving companies with significant operations in the Gulf of Mexico, Jefferies calculated multiples of transaction value to:

	•		oil and gas production (in $/Mmcfe per day); and
	•		proved oil and gas reserves (in $/Mmcfe).

     For the purposes of the precedent transaction analysis, Jefferies used the following selected comparable precedent transactions occurring in 2004 or 2005 and involving companies with significant shelf operations in the Gulf of Mexico:

Purchaser		Seller
Mariner Energy, Inc.		Forest Oil Corporation
Woodside Petroleum Ltd.		Gryphon Exploration Company
Helix		Murphy Oil Corporation
Nippon Oil Corporation		Devon Energy Corporation
Sumitomo Corporation		NCX Company, Inc.
Stone Energy Corporation		Anadarko Petroleum Corporation
Undisclosed		ChevronTexaco Corporation
The Houston Exploration Company		Undisclosed
Apache Corporation/Morgan Stanley		Anadarko Petroleum Corporation
Newfield Exploration Company		Denbury Resources Inc.

     For the purposes of the precedent transaction analysis, Jefferies also used the following selected comparable precedent transactions occurring in 2004 or 2005 and involving companies with significant deep water operations in the Gulf of Mexico:

Purchaser		Seller
Marubeni Corp.		Devon Energy Corporation
Statoil (U.K.) Limited		EnCana Corporation
Norsk Hydro ASA		Spinnaker Exploration Company

          Jefferies applied the transaction value ranges derived from the precedent transactions analysis to corresponding historical and projected financial and operating data for Remington as provided by Remington’s management and calculated an implied price range of $29.00 to $43.27 per share of Remington common stock, as compared to the implied proposed merger consideration of $46.33 per share.

     No transaction utilized for comparison in the precedent transaction analysis is identical to the merger. In evaluating the merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond Remington’s control. Mathematical analysis, such as determining the average or the median, is not in itself a meaningful method of using comparable transaction data.

     Analysis of Helix

     Jefferies reviewed the price trading history of Helix for the 3-year period ending January 20, 2006 on a stand alone basis. Jefferies also compared the growth rate of the historical price of Helix common stock to the growth rate of an index consisting of various large exploration and production companies and an index of various comparable oil field services companies, each over the previous twelve months. Jefferies noted that the growth rate of the price of Helix common stock outperformed both indices during that period.

     Using publicly available information and information related to Helix as provided by Helix’s management, Jefferies analyzed the trading multiples of Helix and the following comparable companies:

	•		McDermott International Inc.;
	•		Oceaneering International, Inc.;
	•		Gulfmark Offshore, Inc.;
	•		Superior Energy Services, Inc.;
	•		TETRA Technologies, Inc.;
	•		Global Industries Ltd.;
	•		Stolt Offshore S.A.;
	•		Technip; and
	•		Saipem S.P.A.

     In its analysis, Jefferies derived and compared the following benchmarks for Helix and the comparable companies listed above:

	•		price per estimated 2006 earnings, or Price/2006 Earnings;
	•		price per estimated 2006 cash flows per share, or Price/2006 CFPS; and
	•		enterprise value per estimated 2006 EBITDA, or Enterprise Value/2006 EBITDA.

     This analysis indicated the following:

Benchmark

High

Low

Mean(1)

Helix

Price/2006 Earnings

24.9x

12.5x

19.0x

15.6x

Price/2006 CFPS

17.7x

8.2x

11.7x

9.7x

Enterprise Value/2006 EBITDA

12.7x

6.8x

9.3x

7.5x

Conclusion

     Jefferies determined and issued its written opinion to the board of directors of Remington to the effect that as of January 22, 2006, and subject to the assumptions, limitations, qualifications and other matters described in its opinion, the merger consideration to be received in connection with the merger by the holders of Remington common stock (other than Helix and its affiliates) was fair, from a financial point of view, to such holders.

Accounting Treatment

     The combination of the two companies will be accounted for as an acquisition of Remington by Helix using the purchase method of accounting.

Opinions that the Merger Constitutes a Reorganization under Section 368(a) of the Internal Revenue Code

     The completion of the merger is conditioned on, among other things, the receipt of opinions from tax counsel for each of Helix and Remington that the merger will qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

Regulatory Matters

     Under the Hart-Scott-Rodino Act, the merger may not be completed unless Helix and Remington file premerger notification and report forms with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice and the waiting periods expire or terminate. The initial waiting period is 30 days after both parties have filed the applicable notifications, but this period may be extended if the reviewing agency issues a formal request for additional information and documentary material, referred to as a second request. On March 14, 2006, the Federal Trade Commission granted Helix and Remington’s request for early termination of the waiting period under the HSR Act.

     Other than as we describe in this document, the merger does not require the approval of any other U.S. federal or state or foreign agency.