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: December 20, 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 December 20, 2019, Hornbeck Offshore Services, Inc. (the “Company”) received a notice from the New York Stock Exchange (“NYSE” or “Exchange”) stating that the NYSE has determined, pursuant to Section 802.1B of the NYSE Listed Company Manual, to commence proceedings to delist the Company’s common stock from the NYSE as a result of the Company’s failure to maintain an average global market capitalization over a consecutive 30 trading-day period of at least $15 million. The NYSE also suspended the trading of the Company’s common stock after the market closed on December 20, 2019. The Company intends to appeal the NYSE’s determination to commence proceedings to delist the Company’s common stock on the NYSE and will request a review by a Committee of the Board of Directors of the Exchange (the “Committee”). The Company’s timely appeal will stay the delisting but will not stay the suspension of trading of its shares on the NYSE pending completion of the Committee review process.
The Company’s common stock is expected to commence trading on the OTC Pink marketplace (“OTC Pink”) under the symbol “HOSS” on December 23, 2019. The Company also intends to apply for the quotation of its stock under the symbol “HOSS” on the OTCQX Marketplace. The Company can provide no assurance that its common stock will commence or continue to trade on any of these markets, whether broker-dealers will continue to provide public quotes of the Company’s common stock on any of these markets, whether the trading volume of the Company’s common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company’s common stock will continue on any of these markets in the future.
Item 7.01 – Regulation FD Disclosure
On December 23, 2019, the Company issued a press release announcing that it expects its common stock to commence trading on the OTC Pink, effective December 23, 2019, and that it intends to appeal the NYSE’s delisting determination and request a NYSE Committee review hearing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
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: December 23, 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 19-015 | 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 COMMON STOCK TO TRADE ON THE OTC MARKET
WITH NEW TRADING SYMBOL “HOSS” STARTING DECEMBER 23, 2019
December 23, 2019 - Covington, Louisiana - Hornbeck Offshore Services, Inc. (NYSE:HOS) announced today that it expects its common stock to commence trading on the OTC Pink marketplace (“OTC Pink”), effective December 23, 2019. OTC Markets Group Inc. operates the world’s largest electronic marketplace for broker-dealers to trade unlisted stocks, including the OTC Pink.
The transition to the OTC Pink comes after the New York Stock Exchange (“NYSE” or “Exchange”) announced that trading of the Company’s common stock was suspended after the market closed on December 20, 2019. Trading was suspended because the Company did not maintain an average global market capitalization of at least $15 million over a consecutive 30-trading-day period, as required by NYSE continued listing standards.
The Company intends to appeal the NYSE’s determination to commence proceedings to delist the Company’s common stock on the NYSE and will request a review of its appeal by a Committee of the Board of Directors of the Exchange (the “Committee”). The Company’s timely appeal will stay the delisting but will not stay the suspension of trading of its shares on the NYSE pending completion of the Committee review process. Meanwhile, the Company intends to apply for the trading of its stock on the OTCQX Marketplace and, upon commencement of trading on such marketplace, it is anticipated that the shares of its common stock would continue trading under the symbol “HOSS”.
The transition to the OTC Pink, and upon trading thereon, the OTCQX Marketplace, does not change the Company’s obligation to file periodic and other reports with the Securities and Exchange Commission under applicable federal securities laws. In addition, the transition of the Company’s stock to the OTC Pink, and upon trading thereon, to the OTCQX Marketplace, will have no effect on its shares of common stock. The Company’s stockholders remain owners of the common stock and are expected to be able to trade the common stock on the OTC Pink as of December 23, 2019 and, subsequently, on the OTCQX Marketplace, pending the Company’s appeal of its delisting on the NYSE.
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 regarding its appeal of the delisting determination and suspension of trading of its common stock on the NYSE, whether or not such appeal will be successful and expected trading on the OTC Pink and the OTCQX Marketplace. These statements are based on the Company’s current assumptions, expectations and projections about future events, which it believes to be reasonable. However, the Company can provide no assurance that its common stock will maintain its listing on the NYSE or commence or continue to trade on any OTC marketplace.
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