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: May 13, 2020
(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 | HOSS | OTCQB | ||||||
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 8.01 - Other Events
On May 13, 2020, Hornbeck Offshore Services, Inc. (OTCQB:HOSS) (the “Company”) issued a press release announcing that it had commenced a solicitation of votes on a comprehensive prepackaged restructuring transaction with the support of the requisite majorities of the voting creditors in-hand.
A copy of the press release announcing the solicitation of votes is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
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: May 14, 2020 | 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 20-004 | 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 LAUNCH OF SOLICITATION OF VOTES ON COMPREHENSIVE PREPACKAGED RESTRUCTURING TRANSACTION WITH THE SUPPORT OF THE REQUISITE MAJORITIES OF THE VOTING CREDITORS IN-HAND
Prepackaged Deal with Lenders will Allow Swift Restructuring with
No Expected Impact on Customers, Services, Vendors or Employees
The Plan will De-Lever the Balance Sheet,
Provide $75 Million in Debtor-in-Possession Financing,
Allow Use of Cash On Hand to Continue Operations During Reorganization, and
Provide $100 Million of New Equity Capital Upon Emergence to
Strengthen the Company’s Financial Position for Long-Term Success
May 13, 2020 - Covington, Louisiana - Hornbeck Offshore Services, Inc. (OTCQB:HOSS) (the “Company”) announced today that it has launched a solicitation of votes from its lenders and unsecured noteholders in support of a prepackaged chapter 11 plan of reorganization (the “Plan”). As previously announced, pursuant to a restructuring support agreement, the Company has the support of secured lenders holding approximately 83% of the Company’s aggregate secured indebtedness and unsecured noteholders holding approximately 79% of the Company’s aggregate unsecured notes outstanding for the Plan. The Company intends to commence a voluntary prepackaged chapter 11 filing in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”) within the coming days, and to seek a hearing on June 19, 2020 for confirmation of the Plan following the conclusion of the solicitation period.
As previously reported, the Company will have access to a $75 million debtor-in-possession term loan facility provided by existing creditors and permitted use of existing cash on hand and cash generated from operations to support the business during the financial restructuring process, which will enable the Company to operate in the ordinary course of business without disruption to its customers, vendors and workforce. The Plan provides for payment in full of all vendors and employees.
The Plan and related disclosure statement are available at http://cases.stretto.com/Hornbeck. Upon the chapter 11 filing, more information about the Company’s restructuring, including access to Court
| 103 Northpark Boulevard | Covington, LA 70433 | USA | +1 (985) 727-2000 | www.hornbeckoffshore.com | ||||||||||||||||
documents, will be available at http://cases.stretto.com/hornbeck. For further information regarding the restructuring, please contact the Company’s solicitation agent, Stretto, at 1-(855)-258-1004 (toll-free domestic), or email them at teamhornbeck@stretto.com.
Kirkland & Ellis LLP, Winstead PC and Jackson Walker LLP are serving as legal counsel to the Company, Guggenheim Securities, LLC is acting as financial advisor, Portage Point Partners, LLC is serving as restructuring advisor and Stretto is serving as claims and noticing agent.
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
In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions that statements in this communication which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties. These forward-looking statements include, among other things, statements about improving the Company’s capital structure, the Company’s ability to effect its restructuring Plan as expected, or at all, and strengthening of the Company's balance sheet. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: negotiations with third parties; regulatory and other approvals; adverse changes in the markets in which the Company operates or credit or capital markets; and actions by lenders, other creditors, customers and other business counterparties of the Company. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not place undue reliance on forward-looking statements. For a more complete discussion of these and other risk factors, please see each of the Company's annual and quarterly filings with the U.S. Securities and Exchange Commission, including the Company's annual report on Form 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. This communication reflects the views of the Company's management as of the date hereof. Except to the extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement.
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