UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: August 16, 2019
(Date of earliest event reported)
Hornbeck Offshore Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-32108 | 72-1375844 | |||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | |||||||||
| 103 Northpark Boulevard, Suite 300 Covington, LA | 70433 | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(985) 727-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
| Class | Trading Symbol | Name of exchange on which registered | ||||||
| Common Stock, $0.01 par value | HOS | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On August 16, 2019, Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) that it is not in compliance with the NYSE continued listing standard set forth in Rule 802.01C of the NYSE Listed Company Manual, which requires the average closing price of the Company’s common stock to be at least $1.00 per share over a period of 30 consecutive trading days. As of August 14, 2019, the 30 trading-day average closing price of the Company’s common stock was $0.99 per share. On August 16, 2019, the Company promptly notified the NYSE of its receipt of the notice.
In accordance with applicable NYSE procedures, the Company plans to timely notify the NYSE that it intends to cure the $1.00 per share deficiency. The Company has six months following the receipt of the noncompliance notice to cure the deficiency and regain compliance with the NYSE minimum share price continued listing requirement, as discussed further below.
The notice states that Company must bring its share price and average share price back above $1.00 by six months following receipt of the notice, but can demonstrate an accelerated cure at any time during the six-month cure period if on the last trading day of any calendar month during the cure period the closing share price of the Company’s common stock is at least $1.00 and the average closing share price of the Company’s common stock is at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
During this period, the Company’s common stock is permitted to continue trading on the NYSE under the symbol “HOS,” but will have an appended ticker (suffix) of “.BC” to indicate the status of the common stock as “below compliance.” The notice does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements, and does not conflict with or cause an event of default under any of the Company’s material debt agreements.
The Company intends to actively monitor the closing share price of its common stock and will consider all available options, including, if necessary, a reverse stock split of the Company’s common shares, subject to stockholder approval, to regain compliance with Rule 802.01C.
Item 7.01 – Regulation FD Disclosure
On August 22, 2019, as required under Rule 802.01C, the Company issued a press release announcing that it had received the notice. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Hornbeck Offshore Services, Inc. | ||||||||
| Date: August 22, 2019 | By: | /s/ James O. Harp, Jr. | ||||||
| James O. Harp, Jr. | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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Exhibit 99.1
 | |||||||||||||||||
NEWS RELEASE 19-012 | Contacts: | Todd Hornbeck, CEO Jim Harp, CFO Hornbeck Offshore Services 985-727-6802 | |||||||||||||||
| For Immediate Release | Ken Dennard, Managing Partner Dennard-Lascar / 713-529-6600 | ||||||||||||||||
HORNBECK OFFSHORE RECEIVES
CONTINUED LISTING STANDARD NOTICE FROM NYSE
August 22, 2019 - Covington, Louisiana - Hornbeck Offshore Services, Inc. (NYSE:HOS) (the "Company") announced today that it has received written notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the NYSE continued listing standard set forth in Rule 802.01C of the NYSE Listed Company Manual, which requires the average closing price of the Company’s common stock to be at least $1.00 per share over a period of 30 consecutive trading days.
In accordance with applicable NYSE procedures, the Company plans to timely notify the NYSE that it intends to cure the $1.00 per share deficiency. The Company has six months following the receipt of the noncompliance notice to cure the deficiency and regain compliance with the NYSE minimum share price continued listing requirement.
During this period, the Company’s common stock is permitted to continue trading on the NYSE under the symbol “HOS,” but will have an appended ticker (suffix) of “.BC” to indicate the status of the common stock as “below compliance.” The notice does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements, and does not conflict with or cause an event of default under any of the Company’s material debt agreements.
The Company intends to actively monitor the closing share price of its common stock and will explore all available options, including, if necessary, a reverse stock split of the Company’s common shares, subject to stockholder approval, to regain compliance with NYSE Rule 802.01C.
Hornbeck Offshore Services, Inc. is a leading provider of technologically advanced, new generation offshore service vessels primarily in the Gulf of Mexico and Latin America.
| 103 Northpark Boulevard | Covington, LA 70433 | USA | +1 (985) 727-2000 | www.hornbeckoffshore.com | ||||||||||||||||
Forward-Looking Statements
This news release contains forward-looking statements, including, in particular, statements about the Company’s plans and intentions to remain in compliance with the NYSE continued listing requirements, as discussed above. These statements are based on the Company’s current assumptions, expectations and projections about future events. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that the expectations will prove to be correct, including whether the Company will be able to regain compliance with the NYSE minimum share price continued listing requirement or maintain compliance with the other continued listing requirements set forth in the NYSE Listed Company Manual.
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