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: February 5, 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)) |
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 7.01. Regulation FD Disclosure.
On February 5, 2019, Hornbeck Offshore Services, Inc. (the “Company”) issued a press release announcing the expiration and final results for the previously announced private offer to exchange (the “Exchange Offer”) up to $185 million aggregate principal amount of its outstanding 5.875% Senior Notes due 2020 (the “Notes”) for new Second Lien Term Loans due 2025 (the “Term Loans”) of the Company and its wholly-owned subsidiary, Hornbeck Offshore Services, LLC (the “Co-Borrower”), and a solicitation of consents to proposed amendments (the “Proposed Amendments”) with respect to the Notes (the “Consent Solicitation”).
The final results of the Exchange Offer are contained in the press release that is included as Exhibit 99.1 to this report and is incorporated by reference herein. There was a typographical error in the press release. The amount of Term Loans to be incurred upon settlement of the Exchange Offer, which is expected to occur on February 7, 2019, should have read $111,884,650, rather than $111,844,650.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
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: February 5, 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 19-003 | 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 ANNOUNCES EXPIRATION AND FINAL RESULTS FOR EXCHANGE OFFER FOR CERTAIN OF ITS 5.875% SENIOR NOTES DUE 2020 FOR NEW SECOND LIEN TERM LOANS DUE 2025
February 5, 2019 - Covington, Louisiana - Hornbeck Offshore Services, Inc. (NYSE:HOS) (the “Company”) announced today the expiration and final results for the previously announced offer to exchange (the “Exchange Offer”) certain of its outstanding 5.875% Senior Notes due 2020 (the “Notes”) for new Second Lien Term Loans due 2025 (the “Term Loans”) of the Company and its wholly-owned subsidiary, Hornbeck Offshore Services, LLC (the “Co-Borrower”), and a solicitation of consents (“Consents”) to certain proposed amendments (the “Proposed Amendments”) with respect to the Notes (the “Consent Solicitation”).
The terms and conditions of the Exchange Offer were detailed in an Offer to Exchange and Consent Solicitation Statement dated January 7, 2019 (as supplemented by Supplement No. 1 to the Offer to Exchange and Consent Solicitation Statement dated January 22, 2019) and a related letter of transmittal (together, the “Offer to Exchange Statement”).
According to information provided by Global Bondholder Services Corporation, the Information and Exchange Agent in connection with the Exchange Offer, as of 11:59 p.m., New York City time, on February 4, 2019 (the “Expiration Time”), $131,629,000 in aggregate principal amount, or approximately 36%, of the Notes were validly tendered. Notes tendered prior to the Expiration Time are eligible to receive the “Total Consideration” consisting of $850 in principal amount of Term Loans per $1,000 aggregate principal amount of Notes accepted for exchange.
All conditions of the Exchange Offer have been satisfied or waived and the Company has accepted for exchange all validly tendered Notes, and as a result, the Company and the Co-Borrower will incur $111,844,650 in Term Loans upon settlement of the Exchange Offer, which is expected to occur on February 7, 2019.
103 Northpark Boulevard | Covington, LA 70433 | USA | +1 (985) 727-2000 | www.hornbeckoffshore.com | ||
This press release shall not constitute an offer to exchange, nor a solicitation of an offer to exchange any security. Oppenheimer & Co. Inc. acted as lead financial advisor and sole dealer manager for the Exchange Offer. Global Bondholder Services Corporation acted as the Information and Exchange agent in connection with the Exchange Offer. Requests for the Offer to Exchange Statement may be directed to Global Bondholder Services Corporation at (866) 470-3700 (toll-free) or (212) 430-3774 (banks and brokers) or may be obtained by visiting the Information and Exchange Agent’s website at http://gbsc-usa.com/Hornbeck.
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.
Forward-Looking Statements
This news release contains forward-looking statements, including, in particular, statements about the Company's plans and intentions with regard to the Exchange Offer. 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.
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