Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 7, 2019, Hornbeck Offshore Services, Inc. (the Company) announced the closing of $111,884,650 in second-lien term loans due 2025 dated as of
February 7, 2019 by and among the Company, as Parent Borrower, Hornbeck Offshore Services, LLC, or HOS, as
Co-Borrower,
certain exchanging holders of the Companys outstanding 5.875% senior notes due
2020 (the 2020 Senior Notes), and Wilmington Trust, National Association, as Administrative Agent and Collateral Agent for the lenders (the Second Lien Term Loans). The Second Lien Term Loans were issued in exchange for
$131,629,000 of 2020 Senior Notes. The Second Lien Term Loans are guaranteed by the Parent Borrowers significant domestic subsidiaries other than HOS and contain customary representations and warranties, covenants and events of default.
The Second Lien Term Loans are collateralized by a second-priority interest in 48 domestic high-spec OSVs and MPSVs (including two pending MPSV newbuilds) and seven
foreign high-spec OSVs, and associated personalty, as well as by certain deposit and securities accounts. Subject to the foregoing and certain limitations, the Companys other assets that do not arise from, are not required for use in
connection with, and are not necessary for, the operation of mortgaged vessels are unencumbered by liens, including ten
low-spec
domestic OSVs and eleven foreign-flagged vessels.
Borrowings under the Second Lien Term Loans accrue interest at a fixed rate of 9.50% per annum. The Second Lien Term Loans may be prepaid (i) at 100% of the
principal amount repaid if such repayment occurs on or prior to August 7, 2019; (ii) at 101% of the principal amount repaid if such repayment occurs after August 7, 2019 but on or prior to August 7, 2020 and (iii) at 100% of the
principal amount repaid if such repayment occurs after August 7, 2020.
The foregoing is a summary only, is not necessarily complete, and is qualified by the
full text of the Second Lien Term Loan Agreement, the Second Lien Guaranty and Collateral Agreement and the Second Lien Intercreditor Agreement filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively.