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: November 3, 2004
(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)) |
Item 8.01 – Other Events
On November 3, 2004, Hornbeck Offshore Services, Inc. (NYSE: HOS), a Delaware corporation (the “Company”), announced that it has commenced a cash tender offer (the “Offer”) for any and all of its $175,000,000 aggregate principal amount 10 5/8% Senior Notes due 2008 (the “Existing Notes”) and a consent solicitation.
On November 4, 2004, the Company announced that it is seeking to raise approximately $225,000,000 through an institutional private placement of new senior notes due 2014 pursuant to exemptions from registration under the Securities Act of 1933. The closing is expected to occur in late November 2004, subject to market and other conditions. The Company intends to use the net proceeds of the issuance of these new notes to repurchase or redeem otherwise reacquire its outstanding Existing Notes, to pay related fees and expenses and for general corporate purposes, which may include the acquisition, construction or retrofit of vessels.
Copies of these press releases are attached as Exhibits 99.1 and 99.2
Item 9.01 – Financial Statements and Exhibits
| (c) | Exhibits. |
| 99.1 | Press Release, dated November 3, 2004 |
| 99.2 | Press Release, dated November 4, 2004 |
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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: November 4, 2004 |
By: |
/s/ James O. Harp, Jr. | ||
| James O. Harp, Jr. | ||||
| Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 3, 2004 | |
| 99.2 | Press Release, dated November 4, 2004 | |
4
EXHIBIT 99.1
HORNBECK OFFSHORE SERVICES, INC.
Service with Energy
| NEWS RELEASE | Contacts: | Jim Harp, CFO | ||
| 04-016 | Hornbeck Offshore Services | |||
| 985-727-6802 | ||||
| For Immediate Release | Ken Dennard, Managing Partner | |||
| Lisa Elliott, Vice President | ||||
| DRG&E / 713-529-6600 | ||||
Hornbeck Offshore Announces
Tender Offer and Consent Solicitation
for its 10 5/8% Senior Notes Due 2008
November 3, 2004 — New Orleans, Louisiana — Hornbeck Offshore Services, Inc. (NYSE: HOS) announced today that it has commenced a cash tender offer (the “Offer”) to purchase any and all of its $175,000,000 aggregate principal amount 10 5/8% Senior Notes due 2008 (CUSIP 440536 AB 6) (the “Notes”). In connection with the Offer, the Company is soliciting consents (the “Consent Solicitation”) to proposed amendments that would eliminate certain restrictive covenants and default provisions contained in the indenture governing the Notes (the “Indenture”).
The Offer and the Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated November 3, 2004, and the Consent and Letter of Transmittal, copies of which are available from the Information Agent and Tender Agent, Global Bondholder Services, by calling (866) 470-3800 (US toll-free) or (212) 430-3774 (collect). Hornbeck Offshore has also retained Goldman, Sachs & Co. as Dealer Manager for the Offer and Solicitation Agent for the Consent Solicitation. Questions about the Offer or the Consent Solicitation may be directed to the Credit Liability Management Group of Goldman, Sachs & Co. at (800) 828-3182 (US toll-free) or (212) 357-5680 (collect).
| 103 Northpark Boulevard, Suite 300 |
Phone: (985) 727-2000 | |
| Covington, Louisiana 70433 |
Fax: (985) 727-2006 | |
Hornbeck Offshore is offering to purchase the Notes using fixed-spread pricing that will result in total consideration for each $1,000 principal amount of Notes validly tendered equal to the present value on the applicable settlement date of the optional redemption price of $1,053.13 at the first call date for the Notes, August 1, 2005, plus the interest that would accrue from the last interest payment date on the Notes to the first call date, as determined by reference to a fixed spread of 0.75% over the yield to maturity of the 1.50% U.S. Treasury Security due July 31, 2005, minus accrued interest on the Notes from the last interest payment date to the applicable settlement date. Holders who tender their Notes prior to 5:00 p.m., Eastern time, on November 17, 2004 (the “Consent Time”) will be eligible to receive the total consideration, which includes a consent payment equal to $30 per $1,000 of principal. Holders who tender their Notes after the Consent Time but prior to 5:00 p.m., Eastern time, on December 3, 2004 (the “Expiration Time”) will not be eligible to receive the $30 consent payment. In addition, Hornbeck Offshore will pay accrued interest up to, but not including, the applicable settlement date on all Notes accepted in the Offer. Subject to the conditions of the Offer, the initial settlement date with respect to all Notes tendered prior to the Consent Time will be within five business days of the Consent Time, which is expected to be November 24, 2004. A final settlement date will occur promptly after the Expiration Time with respect to all Notes tendered after the Consent Time but prior to the Expiration Time.
The purchase price for the Notes will be determined by the Dealer Manager and publicly announced by 5:00 p.m., Eastern time, on November 16, 2004.
Any holder who tenders its Notes will be deemed to have delivered its consent to the proposed amendments to the Indenture. The Consent Time is the deadline for holders to withdraw tenders of their Notes and to revoke related consents to the proposed amendments. Holders that tender their Notes prior to the Consent Time will be eligible to receive the total consideration on the initial settlement date, and holders that tender their Notes after the Consent Time but prior to the Expiration Time will be eligible to receive the total consideration less the consent payment on the final settlement date.
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This news release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated November 3, 2004.
Hornbeck Offshore Services, Inc. is a leading provider of technologically advanced, new generation offshore supply vessels in the U.S. Gulf of Mexico and select international markets, and is a leading transporter of petroleum products through its fleet of ocean-going tugs and tank barges, primarily in the northeastern U.S. and in Puerto Rico.
Forward-Looking Statements
This news release contains forward-looking statements, including, in particular, statements about Hornbeck Offshore’s plans and intentions. These have been 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.
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EXHIBIT 99.2
HORNBECK OFFSHORE SERVICES, INC.
Service with Energy
| NEWS RELEASE | Contacts: | Jim Harp, CFO | ||
| 04-017 | Hornbeck Offshore Services | |||
| 985-727-6802 | ||||
| For Immediate Release | Ken Dennard, Managing Partner | |||
| Lisa Elliott, Vice President | ||||
| DRG&E / 713-529-6600 | ||||
Hornbeck Offshore Announces
Intention to Offer New Senior Notes
November 4, 2004 — New Orleans, Louisiana — Hornbeck Offshore Services, Inc. (NYSE: HOS) announced today that it is seeking to raise approximately $225,000,000 through a private placement of new senior notes due 2014 (the “New Notes”) pursuant to exemptions from registration under the Securities Act of 1933. The closing is expected to occur in late November 2004, subject to market and other conditions.
The Company intends to use the net proceeds of the issuance of the New Notes to repurchase or otherwise reacquire its outstanding 105/8% senior notes due 2008, to pay related fees and expenses and for general corporate purposes, which may include the acquisition, construction or retrofit of vessels.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the New Notes. The issuance of the New Notes will not be registered under the Securities Act or applicable state securities laws and the New Notes may not be offered or sold in the United States absent registration or available exemption from such registration requirements.
Hornbeck Offshore Services, Inc. is a leading provider of technologically advanced, new generation offshore supply vessels in the U.S. Gulf of Mexico and select international markets, and is a leading transporter of petroleum products through its fleet of ocean-going tugs and tank barges, primarily in the northeastern U.S. and in Puerto Rico.
| 103 Northpark Boulevard, Suite 300 |
Phone: (985) 727-2000 | |
| Covington, Louisiana 70433 |
Fax: (985) 727-2006 | |
Forward-Looking Statements
This news release contains forward-looking statements, including, in particular, statements about Hornbeck Offshore’s plans and intentions. These have been 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.
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