Item 1.01. Entry into a Material Definitive Agreement
Transaction Support Agreement
On February 14, 2020,
Hornbeck Offshore Services, Inc. (the Company) entered into a support agreement (the Transaction Support Agreement) with certain holders (the Supporting Holders) of the
Companys outstanding 5.875% Senior Notes due 2020 (the 2020 Senior Notes) and 5.000% Senior Notes due 2021 (together with the 2020 Senior Notes, the Existing Notes). In connection with the
entry into the Transaction Support Agreement, the Company commenced offers to exchange (the Exchange Offers) up to all of the Existing Notes for a combination of its newly issued 10.000% Senior Notes due 2023 (the
2023 Senior Notes) and 5.500% Senior Notes due 2025 (together with the 2023 Senior Notes, the New Notes), a private offer to purchase (the Cash Tender Offer and, together
with the Exchange Offers, the Offers) for cash up to $66.7 million in aggregate principal amount of Existing Notes upon the terms and conditions set forth in a confidential offer to exchange and consent solicitation statement
dated February 14, 2020, as well as a solicitation of consents to proposed amendments with respect to the indentures governing the Existing Notes and certain releases (the Consent Solicitations and such consents, the
Consents).
Pursuant to the Transaction Support Agreement, the Supporting Holders have agreed to, among other things:
(i) validly tender in the Offers, approximately 80% of the $224.3 million aggregate principal amount of outstanding 2020 Notes and 89% of the $450.0 million aggregate principal amount of outstanding 2021 Senior Notes;
(ii) deliver the Consents and associated releases with respect to such Existing Notes; (iii) not to withdraw or revoke any Existing Notes tendered and any Consents and releases delivered in the Offers and Consent Solicitations; and
(iv) cooperate with and support the Companys efforts to consummate the Offers and Consent Solicitations.
The Companys and the
Supporting Holders obligations under the Transaction Support Agreement are subject to various customary conditions set forth in the Transaction Support Agreement.
The foregoing description of the Transaction Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Transaction Support Agreement, which is attached to
this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Stockholder Support
Agreements
Also on February 14, 2020, and in connection with the entry into the Transaction Support Agreement and the launch of the Offers, the
Company entered into support agreements (the Stockholder Support Agreements) with certain holders (the Supporting Stockholders) of the Companys issued and outstanding common stock, par value
$0.01 per share (the Common Stock), representing approximately 52% of the outstanding shares or Common Stock relating to a special meeting of the Companys stockholders necessary to consummate the Offers (the
Special Meeting). Pursuant to the Stockholder Support Agreements, the Supporting Stockholders have agreed to: (i) vote all of their shares of Common Stock in favor of (A) the issuance of the New Notes as well as
the Common Stock potentially issuable pursuant to the terms of the New Notes, the securities underlying the New Notes and certain warrants issuable in connection with or coincident with the Offers as required by the New York Stock Exchange and
(B) certain amendments to the Companys certificate of incorporation; (ii) not sell, transfer, assign or otherwise dispose of any shares of Common Stock currently held by such Supporting Stockholders prior to the completion of the
vote at the Special Meeting, unless the transferee agrees in writing to be bound by a Stockholder Support Agreement; (iii) not support any alternative transactions other than the Offers and Consent Solicitations; and (iv) cooperate with
and support the Companys efforts to consummate the Offers and Consent Solicitations. The Stockholder Support Agreements became effective and all obligations contained therein became binding on the respective parties thereto upon commencement
of the Offers.
The Companys and the Supporting Stockholders obligations under the Stockholder Support Agreements are subject to various
customary conditions set forth in the Stockholder Support Agreements.
The foregoing description of the Stockholder Support Agreements does not purport
to be complete and is qualified in its entirety by reference to the form of the Stockholder Support Agreements, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated by
reference herein.
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Item 7.01. Regulation FD Disclosure
The Company has made a draft of the indentures relating to the New Notes available by visiting the Investors homepage of the Hornbeck Offshore website at https://hornbeckoffshore.com/.
The information contained in this Item 7.01 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), 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 8.01. Other Events.
On February 14, 2020, the Company issued a press release announcing that it had commenced the Offers as well as the Consent Solicitations. The Offers and Consent Solicitations are being made exclusively
pursuant to a confidential Offering Memorandum and Consent Solicitation Statement, which sets forth the terms and conditions of the Offers and Consent Solicitations. A copy of the press release announcing the Offers and Consent Solicitations is
furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Current Report on Form
8-K is for informational purposes only and is not an offer to purchase or exchange or a solicitation of an offer to purchase, exchange or sell any securities, nor shall there be any sale or exchange of any
securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information and Where to Find It
This
communication may be deemed to be solicitation material in respect of the Offers and Consent Solicitations and certain stockholder votes required thereby (the Transactions). In connection with the
Transactions, the Company filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the SEC) and intends to file other relevant materials with the SEC, including a proxy
statement in definitive form. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the
Transactions. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING THE
COMPANYS PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTIONS. Copies of the proxy statement and other relevant materials and any other documents filed by the
Company with the SEC may be obtained free of charge at the SECs website, at www.sec.gov. In addition, stockholders may obtain free copies of the proxy statement and other relevant materials by directing a request to: Hornbeck Offshore
Services, Inc., 103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433 email: ir@hornbeckoffshore.com.
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Participants in Proxy Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Companys stockholders in respect of the
Transactions. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on April 26, 2019, and
the preliminary proxy statement filed with the SEC in connection with the Transactions on February 14, 2020. Other information regarding the participants in the proxy solicitations in connection with the Transactions, and a
description of any interests that they have in the Transactions, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC regarding the Transactions when they become
available.
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Forward-Looking Statements
This communication contains forward-looking statements, including, in particular, statements about the Companys plans and intentions with regard to the Offers and Consent Solicitations. These statements are
based on the Companys 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.
Item 9.01. Financial Statements and Exhibits.
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The schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
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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.
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Hornbeck Offshore Services, Inc.
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Date: February 14, 2020
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By:
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/s/ James O. Harp, Jr.
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James O. Harp, Jr.
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Executive Vice President and Chief Financial Officer
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