COVINGTON, La., Jan. 22, 2019 /PRNewswire/ -- Hornbeck Offshore
Services, Inc. (NYSE: HOS) (the "Company") announced today the
early tender results as of 5:00 p.m.,
New York City time, on
January 18, 2019 (the "Early Tender
Time") of the previously announced offer to exchange (the "Exchange
Offer") certain of its outstanding 5.875% Senior Notes due 2020
(the "Notes") for new Second Lien Term Loans due 2025 (the "Term
Loans") of the Company and its wholly-owned subsidiary, Hornbeck
Offshore Services, LLC (the "Co-Borrower"), and a solicitation of
consents ("Consents") to certain proposed amendments (the "Proposed
Amendments") with respect to the Notes (the "Consent
Solicitation").
According to information provided by Global Bondholder Services
Corporation, the Information and Exchange Agent in connection with
the Exchange Offer, as of the Early Tender Time, more than
one-third of the outstanding aggregate principal amount of the
Notes had been validly tendered and had consented to the Proposed
Amendments to the indenture governing the Notes. The Total
Consideration (which is equal to the Clearing Price) payable for
Notes validly tendered and accepted in the Exchange Offer was
determined pursuant to a modified "Dutch Auction" as described in
the Offer to Exchange Statement. Based on the Bid Amounts at which
Notes were validly tendered prior to the Early Tender Time, the
Clearing Price determined by the Company for the Notes is
$850 in principal amount of Term
Loans per $1,000 principal amount of
Notes validly tendered and accepted for exchange in the Exchange
Offer at or prior to the Expiration Time (including Notes validly
tendered prior to the Early Tender Time, which will have priority
over any Notes tendered after January
18, 2019).
The Company also announced today that it is amending certain
terms of the Exchange Offer and Consent Solicitation. The amended
terms and conditions of the Exchange Offer and the Consent
Solicitation are set forth in Supplement No. 1 (the "Offer to
Exchange Supplement") to the confidential offer to exchange and
consent solicitation statement, dated January 7, 2019 and a related letter of
transmittal (together, the "Offer to Exchange Statement").
Capitalized terms used but not defined herein have the meaning
given to them in the Offer to Exchange Statement, as supplemented
by the Offer to Exchange Supplement.
As set forth in the Offer to Exchange Supplement, the
Company:
- amended the Tender Cap from $200,000,000 aggregate principal amount of Notes
to $185,000,000 aggregate principal
amount of Notes (the "Amended Tender Cap");
- extended the period during which validly tendered Notes
accepted for exchange are eligible to receive the Total
Consideration at the Clearing Price, which includes the Early
Tender Premium, from 5:00 p.m.,
New York City time, on
January 18, 2019, to the Expiration
Time;
- has agreed to conditionally increase the Total Consideration to
be paid for each $1,000 principal
amount of Notes validly tendered and accepted for exchange in the
Exchange Offer at or prior to the Expiration Time (including Notes
validly tendered prior to the Early Tender Time), from the Clearing
Price to $870 in principal amount of
Term Loans (the "Increased Total Consideration"), upon the valid
tender and acceptance in the Exchange Offer, of an aggregate
principal amount of Notes equal to or greater than the Amended
Tender Cap at or prior to the Expiration Time (the "Increased Total
Consideration Condition");
- amended the terms of the Exchange Offer to provide that all
Notes validly tendered and accepted for exchange after the Early
Tender Time and at or prior to the Expiration Time shall not be
subject to proration, but rather will be accepted for exchange by
the Company in the order in which such Notes are validly tendered
(i.e., on a "first-come first-served basis"), up to the Amended
Tender Cap; and
- eliminated the Minimum Tender Condition and the Proposed
Amendment Requisite Consent condition.
As previously announced, the Expiration Time for the Exchange
Offer is 11:59 p.m., New York City time, on February 4, 2019, unless extended or earlier
terminated.
For the avoidance of doubt, (i) all Notes validly tendered and
accepted for exchange after the Early Tender Time will be deemed to
have been tendered with a Bid Amount equal to the Clearing Price or
the Increased Total Consideration, as applicable, and (ii) Notes
validly tendered at or prior to the Early Tender Time will have
priority over Notes tendered after the Early Tender Time and at or
prior to the Expiration Time. Accordingly, all Notes validly
tendered as of the Early Tender Time will be exchanged at the
Clearing Price or the Increased Total Consideration, as applicable,
before any Notes tendered after the Early Tender Time are accepted
for exchange.
Holders of Notes may not tender Notes without delivering the
related Consents to the Proposed Amendments and Holders that tender
Notes prior to the Expiration Time will be deemed automatically to
have delivered a Consent to the Proposed Amendments.
Notwithstanding the elimination of the Proposed Amendment Requisite
Consent Condition, if the Company receives Consents by Holders
representing not less than a majority of the outstanding principal
amount of the Notes to adopt the Proposed Amendments related to the
elimination of substantially all of the restrictive covenants and
certain of the default provisions contained in the Indenture
governing the Notes, the Company, the guarantors party to the
Indenture and the Trustee will enter into a supplemental Indenture
to such Indenture, to give effect to the Proposed Amendments.
The Company reserves the right to waive or modify any of the
conditions of the Exchange Offer, in its absolute and sole
discretion.
Except as set forth herein and in the Offer to Exchange
Supplement, the complete terms and conditions of the Exchange Offer
remain the same as set forth and detailed in the Offer to Exchange
Statement, copies of which may be obtained by Holders of the Notes
by contacting Global Bondholder Services Corporation, the
information and exchange agent in connection with the Exchange
Offer, at (866) 470-3700 (toll-free) or (212) 430-3774 (banks and
brokers) or by visiting the Information and Exchange Agent's
website at http://gbsc-usa.com/Hornbeck.
Oppenheimer & Co. Inc. ("Oppenheimer") is acting as lead
financial advisor and sole dealer manager for the Exchange Offer
and solicitation of Consents. Questions regarding the Exchange
Offer may be directed to Oppenheimer whose address and telephone
number are as follows:
Oppenheimer & Co. Inc.
85 Broad Street
New York, NY 10004
(212) 667-7900
None of the Company, its board of directors, its officers, the
dealer manager, the information and exchange agent, the
administrative agent with respect to the Term Loans or the trustee
with respect to the Notes, or any of the Company's or their
respective affiliates, makes any recommendation that Holders tender
or refrain from tendering all or any portion of the principal
amount of their Notes, and no one has been authorized by any of
them to make such a recommendation. Holders must make their own
decision as to whether to tender their Notes and, if so, the
principal amount of Notes to tender. This press release shall not
constitute an offer to exchange, nor a solicitation of an offer to
exchange any security. The Exchange Offer is being made only by the
Offer to Exchange Statement, as supplemented by the Offer to
Exchange Supplement, subject to the terms and conditions
thereof.
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
This news release contains forward-looking statements,
including, in particular, statements about the Company's plans and
intentions with regard to the Exchange Offer. These
statements are based on the Company's 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.
Contacts:
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Todd Hornbeck,
CEO
|
|
Jim Harp,
CFO
|
|
Hornbeck Offshore
Services
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985-727-6802
|
|
|
|
Ken Dennard, Managing
Partner
|
|
Dennard Lascar /
713-529-6600
|
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SOURCE Hornbeck Offshore Services, Inc.