| SECURITIES AND EXCHANGE COMMISSION | |||
| Washington, D.C. 20549 | |||
|
SCHEDULE 13G/A (Amendment No. 2)* | |||
| Under the Securities Exchange Act of 1934 | |||
|
Hornbeck Offshore Services, Inc. | |||
| (Name of Issuer) | |||
|
Common Stock, par value $.01 per share | |||
| (Title of Class of Securities) | |||
|
440543106 | |||
| (CUSIP Number) | |||
|
December 31, 2018 | |||
| (Date of Event Which Requires Filing of This Statement) | |||
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |||
| X | Rule 13d-1(b) | ||
| ¨ | Rule 13d-1(c) | ||
| ¨ | Rule 13d-1(d) | ||
(Page 1 of 8 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 440543106 | SCHEDULE 13G/A | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS Cyrus Capital Partners, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 3,704,019 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 3,704,019 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,704,019 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 9.85% | |||
| 14 |
TYPE OF REPORTING PERSON PN/IA | |||
| CUSIP No. 440543106 | SCHEDULE 13G/A | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS Cyrus Capital Partners GP, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 3,704,019 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 3,704,019 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,704,019 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 9.85% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 440543106 | SCHEDULE 13G/A | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS Stephen C. Freidheim | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 3,704,019 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 3,704,019 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,704,019 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 9.85% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 440543106 | SCHEDULE 13G/A | Page 5 of 8 Pages |
| Item 1. (a). | NAME OF ISSUER |
| Hornbeck Offshore Services, Inc. (the "Issuer") |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| 103 Northpark Boulevard, Suite 300, Covington, LA 70433 |
| Item 2. (a). | NAME OF PERSON FILING |
| This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": |
| (i) | Cyrus Capital Partners, L.P., a Delaware limited partnership ("CCP"), and the advisor to Cyrus Polaris LLC, Cyrus Polaris II LLC, CYR Fund, L.P., Crescent 1, L.P., Canary SC Fund, L.P. and Cyrus 1740 Fund, L.P. (collectively, the "Cyrus Funds") who holds all discretion over the investment activities of the Cyrus Funds, with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by the Cyrus Funds; | |
| (ii) | Cyrus Capital Partners GP, L.L.C. ("CCP GP"), a Delaware limited liability company and the general partner of CCP, with respect to the shares of Common Stock directly held by the Cyrus Funds; and | |
| (iii) | Stephen C. Freidheim, a United States citizen and the principal of CCP GP, the general partner of CCP, and the investment manager to the Cyrus Funds, with respect to the shares of Common Stock directly held by the Cyrus Funds. |
| The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of each of the Reporting Persons is: | |
|
65 E. 55th Street, 35th Floor New York, New York 10022 |
| Item 2(c). | CITIZENSHIP |
| (i) CCP is a Delaware limited partnership; | |
| (ii) CCP GP is a Delaware limited liability company; and | |
| (iii) Stephen C. Freidheim is a United States citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, par value $.01 per share (the "Common Stock"). |
| CUSIP No. 440543106 | SCHEDULE 13G/A | Page 6 of 8 Pages |
| Item 2(e). | CUSIP NUMBER |
| 440543106 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | x | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please | |
| specify the type of institution: ___________________________________ |
| Item 4. | OWNERSHIP |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | |
| The percentage of the class beneficially owned by Reporting Persons as shown herein is computed based upon an aggregate of 37,595,348 shares of Common Stock outstanding as of October 31, 2018 as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the Securities and Exchange Commission on November 9, 2018. |
| CUSIP No. 440543106 | SCHEDULE 13G/A | Page 7 of 8 Pages |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| See Item 2. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 440543106 | SCHEDULE 13G/A | Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 4, 2019
| Cyrus Capital Partners, L.P. | ||
| By: Cyrus Capital Partners GP, L.L.C., its general partner | ||
| By: | /s/ Stephen C. Freidheim | |
| Name: | Stephen C. Freidheim | |
| Title: | Manager | |
| Cyrus Capital Partners GP, L.L.C. | ||
| By: | /s/ Stephen C. Freidheim | |
| Name: | Stephen C. Freidheim | |
| Title: | Manager | |
| /s/ Stephen C. Freidheim | ||
| Stephen C. Freidheim | ||