Hornbeck Offshore Services, Inc. (NYSE:HOS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On March1, 2019, Hornbeck Offshore Services, Inc. (the “Company”) entered into Incremental First Lien Term Loan Joinder Agreements (the “Incremental First Lien Term Loan Joinders”) by and among the Company, Hornbeck Offshore Services, LLC (the “Co-Borrower”), the guarantors party thereto, Wilmington Trust, National Association, as administrative agent (“Administrative Agent”) and the lenders party thereto, with respect to the First Lien Term Loan Agreement, dated as of June15, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Term Loan Agreement”). to the Incremental First Lien Term Loan Joinders, the Company borrowed an additional $50.0million of first-lien term loans (the “Incremental First Lien Term Loans”) under the First Lien Term Loan Agreement, including approximately $30.1million in cash of new financing under the First Lien Term Loan Agreement. The Company exchanged approximately $21.0million of its 1.500% Convertible Senior Notes due 2019 (the “2019 Notes”) in a privately negotiated debt-for-debt exchange for the remaining approximately $19.9million of Incremental First Lien Term Loans. The Incremental First Lien Term Loans due 2023 have the same terms applicable to the first-lien term loans originally issued under the existing First Lien Term Loan Agreement, as amended.
On March5, 2019 the Company entered into an Incremental Amendment (the “Incremental Second Lien Term Loan Amendment”) to its Second Lien Term Loan Agreement, dated as of February7, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Term Loan Agreement”), by and among the Company, the Co-Borrower, the guarantors party thereto, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto. to the Incremental Second Lien Term Loan Amendment, the Company exchanged $11.0million of its 5.875% Senior Notes due 2020 (the “2020 Notes”) in a privately negotiated debt-for-debt exchange for $9,350,000 of second-lien term loans (the “Incremental Second Lien Term Loans”) under the Second Lien Term Loan Agreement. The Incremental Second Lien Term Loans due 2025 have the same terms applicable to the second-lien term loans originally issued under the existing Second Lien Term Loan Agreement.
The foregoing summaries of the Incremental First Lien Term Loan Joinders and the Incremental Second Lien Term Loan Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of each such document, copies of which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4, and which are incorporated by reference herein.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information under Item 1.01 is incorporated herein by reference.
Item 1.01 Other Events
In a series of private transactions, the Company eliminated approximately $73.9million in principal amount of 2019 Notes for an aggregate purchase price of approximately $67.2million, consisting of approximately $47.3million of cash repurchases and a debt-for-debt exchange of approximately $19.9million of Incremental First Lien Term Loans, plus payment of accrued and unpaid interest thereon and fees and expenses.
After giving effect to the Incremental First Lien Term Loan Joinders and the note repurchases and exchanges, the aggregate balance outstanding under the Company’s (w)first-lien term loans due 2023 increased from $300.0million to $350.0million; (x)second-lien term loans due 2025 increased from $111.9million to $121.2million; (y) 2019 Notes decreased from $99.6million to $25.8million; and (z) 2020 Notes decreased from $235.3million to $224.3million.
When combined with the Company’s February7, 2019 private debt-for-debt exchange of $131.6million of its 2020 Notes for $111.9million of second-lien term loans, the Company has now refinanced approximately 73% and 39% of the face value of its 2019 Notes and 2020 Notes that were outstanding on December31, 2018, respectively. The
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cumulative effect of these actions resulted in extinguishing or refinancing approximately $216.5million in near-term debt, while using only $19.5million of cash, excluding legal and other advisory fees.
In connection with the 2019 Note repurchases and the privately negotiated debt-for-debt exchange of 2019 Notes for Incremental First Lien Term Loans, the Company consummated an early unwind of a portion of its outstanding convertible note hedge transactions (the “Purchased Note Hedge”) and warrant transactions (the “Sold Warrants”), dated as of August7, 2012, with JPMorgan Chase Bank, National Association, London Branch, Wells Fargo Bank, National Association and Barclays Bank PLC, in each case, in an amount corresponding to the amount of such 2019 Notes repurchased and exchanged. The Purchased Note Hedge and Sold Warrants were entered into in connection with the issuance of the 2019 Notes.
The early unwind terminated all rights and obligations of the Company, JPMorgan Chase Bank, National Association, London Branch, Wells Fargo Bank, National Association and Barclays Bank PLC under the Purchased Note Hedge and Sold Warrants with respect to the portion of the Purchased Note Hedge and Sold Warrants that was so unwound without cost to the Company.
Item 1.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number |
Description |
| 10.1 | Incremental First Lien Term Loan Joinder Agreement No.1A, dated March 1, 2019, by and among the Company, as Parent Borrower, Hornbeck Offshore Services, LLC, as Co-Borrower, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto. |
| 10.2 | Incremental First Lien Term Loan Joinder Agreement No.1B, dated March 1, 2019, by and among the Company, as Parent Borrower, Hornbeck Offshore Services, LLC, as Co-Borrower, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto. |
| 10.3 | Incremental First Lien Term Loan Joinder Agreement No.1C, dated March 1, 2019, by and among the Company, as Parent Borrower, Hornbeck Offshore Services, LLC, as Co-Borrower, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto. |
| 10.4 | Incremental Second Lien Term Loan Joinder Agreement No.1, dated March 5, 2019, by and among the Company, as Parent Borrower, Hornbeck Offshore Services, LLC, as Co-Borrower, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto. |
| 99.1 | Press release dated March6, 2019 |
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HORNBECK OFFSHORE SERVICES INC /LA Exhibit
EX-10.1 2 d696035dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version INCREASE JOINDER NO. 1A This INCREASE JOINDER NO. 1A,…
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About Hornbeck Offshore Services, Inc. (NYSE:HOS)
Hornbeck Offshore Services Inc. provides marine transportation, subsea installation and accommodation support services to exploration and production, oilfield service, offshore construction and the United States military customers. The Company focuses on providing marine solutions for the deepwater and ultradeepwater energy industry in domestic and select foreign locations. The Company, through its subsidiaries, operates offshore supply vessels (OSVs), multi-purpose support vessels (MPSVs), and a shore-base facility to provide logistics support and specialty services to the offshore oil and gas exploration and production industry, primarily in the United States, Gulf of Mexico, Latin America and selected international markets. Its OSVs and MPSVs support the deep-well, deepwater and ultra-deepwater activities of the offshore oil and gas industry. It provides vessel management services for other vessel owners, such as crewing, daily operational management and maintenance activities.
