HORNBECK OFFSHORE SERVICES, INC. Item 1.01. Entry into a Material Definitive Agreement.
The information set forth below in Item 1.03 of this Current Report on Form 8-K regarding the DIP Credit Agreement (as defined below) is incorporated by reference into this Item 1.01.
Item 1.03. Bankruptcy or Receivership.
Proposed Joint Prepackaged Chapter 11 Plan of Reorganization
As previously disclosed, effective
As previously reported, pursuant to the RSA, on
• Each Holder of an Allowed ABL Claim shall receive upon entry of the
Interim DIP Order: (i) payment in full in Cash of such Holder's Allowed
ABL Claim, other than any portion thereof on account of the ABL
Redemption Fee; and (ii) with respect to any portion of such Holder's
Allowed ABL Claim on account of the ABL Redemption Fee, its Pro Rata
share (determined as a percentage of all Allowed ABL Claims on account of
the ABL Redemption Fee) of the DIP Redemption Fee.
• Each Holder of an Allowed First Lien Claim under the Company's First Lien
Term Loan Agreement shall receive: (i) if such Holder is an Eligible
Holder, its Pro Rata share (determined as a percentage of all Allowed
First Lien Claims excluding any portion of such Allowed First Lien Claims
on account of the First Lien Redemption Fee) of (y) subject to the U.S.
Citizen Determination Procedures, 24.6% of the New Equity (subject to
dilution by the DIP Exit Backstop Premium, the Backstop Commitment
Premium, the Management Incentive Plan, and the exercise of the New
Creditor Warrants) and (z) the First Lien Subscription Rights; (ii) if
such Holder is a Non-Eligible Holder, a Cash payment equivalent to the
Holder's recovery under clause (i) if such Holder had been deemed an
Eligible Holder; 1 ; (iii) its Pro Rata share (determined as a percentage
of all Allowed First Lien Claims excluding any portion of such Allowed
First Lien Claims on account of the First Lien Redemption Fee) of the
Exit Second Lien Facility; and (iv) with respect to any portion of such
Holder's Allowed First Lien Claim on account of the First Lien Redemption
Fee, its Pro Rata share (determined as a percentage of all Allowed First
Lien Claims on account of the First Lien Redemption Fee) of the Specified
2L Exit Fee.
• Each Holder of an Allowed Second Lien Claim under the Company's Second
Lien Term Loan Agreement shall receive: (i) if such Holder is an Eligible
Holder, its Pro Rata share (determined as a percentage of all Allowed
Second Lien Claims) of (x) subject to the U.S. Citizen Determination
Procedures, 5.1% of the New Equity (subject to dilution by the DIP Exit
Backstop Premium, the Backstop Commitment Premium, the Management
Incentive Plan, and the exercise of the New Creditor Warrants), (y) 15.0%
of the New Creditor Warrants and (z) the Second Lien Subscription Rights;
and (ii) if such Holder is a Non-Eligible Holder, a Cash payment equal to
6.1% of such Holder's Allowed Second Lien Claim.
1 Cash amount to be determined by the Debtors, in consultation with and subject
to the consent of the Required Consenting Creditors, based upon amount of
Allowed First Lien Claims.
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• Each Holder of an Allowed 2020 Notes Claim under the 2020 Indenture or of
an Allowed 2021 Notes Claim under the 2021 Indenture shall receive, in
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.03 of this Current Report on Form 8-K regarding the DIP Credit Agreement is incorporated by reference into this Item 2.03.
Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement.
As described in Item 1.03 above, the
• Indenture, dated March 16, 2012 among Hornbeck Offshore Services, Inc. ,
as issuer, the guarantors party thereto and Wilmington Trust, National
Association , as successor trustee (including form of 5.875% Senior Notes
due 2020) (as supplemented, the "2020 Indenture").
• Indenture governing the 5.000% Notes, dated March 28, 2013 among Hornbeck
Offshore Services, Inc. , as issuer, the guarantors party thereto and
Wilmington Trust, National Association , as successor trustee (including
form of 5.000% Senior Notes due 2021) (as supplemented, the "2021
Indenture").
• First Lien Term Loan Agreement dated as of June 15, 2017 by and among the
Company, as Parent Borrower, Hornbeck Offshore Services, LLC , as
Co-Borrower, Wilmington Trust, National Association , as Administrative
Agent, Wilmington Trust, National Association , as Collateral Agent, and
the lenders party thereto, as amended.
• Second Lien Term Loan Agreement dated as of February 7, 2019 by and among
the Company, as Parent Borrower, Hornbeck Offshore Services, LLC , as
Co-Borrower, Wilmington Trust, National Association , as Administrative
Agent, Wilmington Trust, National Association , as Collateral Agent, and
the lenders party thereto, as amended.
• Senior Credit Agreement dated as of June 28, 2019 by and among the
Company, as Borrower, the obligors signatory thereto, CIT Northbridge
Credit LLC , as Collateral Agent and Administrative Agent, and the lenders
party thereto (as amended, the "Senior Credit Agreement").
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As of
Item 7.01. Regulation FD Disclosure.
The Disclosure Statement (as defined in the Plan) was distributed to certain
creditors of the Company commencing on
The information in this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information on the Chapter 11 Cases
Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company's claim agent, Stretto, at https://cases.stretto.com/hornbeck.
Item 8.01. Other Events.
The Company cautions that trading in Hornbeck's securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for Hornbeck's securities may bear little or no relationship to the actual recovery, if any, by holders of Hornbeck's securities in the Chapter 11 Cases. Based on the currently contemplated Plan, the Company expects that stockholders will receive no recovery at the end of the Chapter 11 Cases, consistent with legal priorities.
On
On
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The foregoing description of the NOL Order is qualified in its entirety by reference to the NOL Order and the Procedures, filed as Exhibit 99.2 hereto and incorporated herein by reference.
Forward-Looking Statements
This communication contains forward-looking statements, including, in particular, statements about the term and the provisions of the Plan and the Chapter 11 Cases and the DIP Credit Agreement. 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.
These forward-looking statements relate, in part, to (i) the Company's ability
to obtain approval by the Bankruptcy Court of the Plan or any other plan of
reorganization, including the treatment of the claims of the Company's lenders
and trade creditors, among others; (ii) the Company's ability to obtain approval
with respect to motions in the Chapter 11 Cases and the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Superpriority Debtor-in-Possession Term Loan Agreement dated as
of May 22, 2020 by and among Hornbeck, as Parent Borrower,
Hornbeck Offshore Services, LLC , as Co-Borrower, the lenders party
thereto, and Wilmington Trust National Association , as
Administrative Agent and Collateral Agent.
99.1 Proposed Joint Prepackaged Plan of Reorganization Under Chapter
11 of the Bankruptcy Code dated May 20, 2020 .
99.2 Order Approving Notification and Hearing Procedures for Certain
Transfers of Common Stock and Granting Related Relief Docket
No. 84.
* 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
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