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 8, 2007
(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 2.01 – Completion of Acquisition or Disposition of Assets.
On August 8, 2007, Hornbeck Offshore Services, Inc., or the Company, completed its previously announced acquisition of 20 offshore supply vessels, or OSVs and their related business, or the Sea Mar Fleet, from certain affiliates of Nabors Industries Ltd., or Nabors, for cash consideration of $186.0 million, plus the cost of the fuel inventory on such vessels. The Sea Mar Fleet is comprised of ten 200 class DP-1 new generation OSVs and ten conventional OSVs.
The Company also acquired one 285-foot DP-2 new generation OSV currently under construction at a domestic shipyard with an anticipated fourth quarter 2008 delivery. The total estimated cost of this newbuild vessel, prior to allocation of construction period interest, is approximately $34.0 million, of which $7.3 million was paid to Nabors at closing.
All of the vessels acquired by the Company are U.S. flagged and qualify for U.S. coastwise trade under the “Jones Act” except for one of the conventional vessels, which is foreign-flagged. In addition, the Company now manages five Nabors-owned Mexican flagged vessels currently operating offshore Mexico.
The foregoing description is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which is referenced as Exhibit 2.1.
On August 9, 2007, the Company issued a press release which announced the closing of the acquisition of the Sea Mar Fleet. A copy of the release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Under Regulation S-X of the Securities Act of 1933, as amended, the Company will be required to prepare and file certain historical financial statements, pro forma financial statements and related notes regarding the Company’s acquisition of the Sea Mar Fleet. These financial statements, pro forma financial statements and related notes are not being provided with this Current Report on Form 8-K. Instead, as permitted by Instruction 5 of Item 2.01 and Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K, the Company will file such required financial statements and related notes not later than 71 calendar days after the date that this Form 8-K was required to be filed through an amendment to this Form 8-K.
(b) Pro forma Financial Information
See 9.01(a) above.
(c) Exhibits.
| 2.1 | Asset Purchase Agreement, dated July 20, 2007, by and among Nabors US Finance LLC, Nabors Well Services Co. (inclusive of its Sea Mar Division), Sea Mar Management LLC and Hornbeck Offshore Services, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed July 26, 2007) | |
| 99.1 | Press Release, dated August 9, 2007 | |
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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 10, 2007 | 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 07-011
For Immediate Release |
Contacts:
|
Todd Hornbeck, CEO Jim Harp, CFO Hornbeck Offshore Services 985-727-6802
Ken Dennard, Managing Partner DRG&E / 713-529-6600 |
HORNBECK OFFSHORE CLOSES SEA MAR FLEET ACQUISITION
August 9, 2007 — Covington, Louisiana — Hornbeck Offshore Services, Inc. (NYSE: HOS) announced today that, on August 8, 2007, it completed its previously announced acquisition of 20 offshore supply vessels (“OSVs”) and their related business (the “Sea Mar Fleet”) from certain affiliates of Nabors Industries Ltd. (NYSE: NBR) (“Nabors”) for cash consideration of $186.0 million, plus the cost of the fuel inventory on such vessels. The Sea Mar Fleet is comprised of ten 200 class DP-1 new generation OSVs and ten conventional OSVs.
The Company also acquired one 285-foot DP-2 new generation OSV currently under construction at a domestic shipyard with an anticipated fourth quarter 2008 delivery. The total estimated cost of this newbuild vessel, prior to allocation of construction period interest, is approximately $34.0 million, of which $7.3 million was paid to Nabors at closing.
All of the vessels acquired by Hornbeck Offshore are U.S. flagged and qualify for U.S. coastwise trade under the “Jones Act” except for one of the conventional vessels, which is foreign-flagged. In addition, Hornbeck Offshore now manages five Nabors-owned Mexican flagged vessels currently operating offshore Mexico.
Hornbeck Offshore Services, Inc. is a leading provider of technologically advanced, new generation offshore supply vessels primarily 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., the U.S. Gulf of Mexico and in Puerto Rico. Hornbeck Offshore currently owns a fleet of over 80 vessels primarily serving the energy industry.
| 103 Northpark Boulevard, Suite 300 Covington, Louisiana 70433 |
Phone: (985) 727-2000 Fax: (985) 727-2006 |
Forward-Looking Statements
This press release contains “forward-looking statements,” as contemplated by the Private Securities Litigation Reform Act of 1995, in which the Company discusses factors it believes may affect its performance in the future. Forward-looking statements are all statements other than historical facts, such as statements regarding assumptions, expectations, beliefs and projections about future events or conditions. You can generally identify forward-looking statements by the appearance in such a statement of words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “forecast,” “project,” “should” or “will” or other comparable words or the negative of such words. The accuracy of the Company’s assumptions, expectations, beliefs and projections depends on events or conditions that change over time and are thus susceptible to change based on actual experience, new developments and known and unknown risks. Although the Company believes that the assumptions, expectations, beliefs and projections reflected in these forward-looking statements are reasonable based on the information known to the Company today, the Company can give no assurance that the assumptions, expectations, beliefs and projections will prove to be correct and does not undertake any duty to update them. Important factors that might cause future results to differ from these assumptions, expectations, beliefs and projections include, but are not limited to, construction delays, cost overruns, design flaws or other factors that negatively impact the anticipated delivery or total estimated cost of the acquired vessel under construction and other factors described in the Company’s most recent Annual Report on Form 10-K and other filings filed with the Securities and Exchange Commission.
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