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.