Item 1.01. Entry into a Material Definitive Agreement
Partial Payoff and Amendment to Senior Credit Agreement
On February 29, 2020, Hornbeck Offshore Services, Inc. (the "Company") agreed to
make a cash payment of $50 million out of its restricted cash to CIT Northbridge
Funding I LLC ("CIT") in full satisfaction of CIT's share of the existing
obligations under that certain Senior Credit Agreement dated as of June 28, 2019
by and among the Company, as Borrower, certain of the Company's subsidiaries, as
guarantors, certain lenders, and CIT Northbridge Credit LLC (the "Agent") as
Administrative Agent and Collateral Agent for the lenders (the "Senior Credit
Agreement"). Upon the receipt by CIT on March 2, 2020 of the agreed upon payoff
amount and certain related payments, CIT's share of the existing obligations
under the Senior Credit Agreement was repaid in full and CIT has no further
obligation to make additional loans under the Senior Credit Agreement. Following
such payoff, the outstanding balance under the Senior Credit Agreement is $50
million.
On February 29, 2020, in connection with such payoff of CIT, the Company entered
into Amendment No. 2 to the Senior Credit Agreement ("Amendment No. 2") whereby
the Senior Credit Agreement, as previously amended, was further amended to
clarify various provisions and make certain technical revisions related to the
removal of CIT as a lender under the Senior Credit Agreement. The foregoing is a
summary only, is not necessarily complete, and is qualified in its entirety by
reference to Amendment No. 2, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 8.01 Other Events
Forbearance
Consistent with the disclosure in our Form 8-K earlier this week, on March 2,
2020, the Company, together with the administrative agents and certain of its
lenders (the "Lenders") under its existing Senior Credit Agreement, First Lien
Term Loan Agreement and Second Lien Term Loan Agreement, entered into separate
forbearance agreements (the "Forbearance Agreements"), pursuant to which such
Lenders agreed, until 11:59 p.m. Houston time on March 31, 2020 (which, under
certain circumstances, may be extended to 11:59 p.m. Houston time on April 1,
2020), except in the case of early termination of a Forbearance Agreement, to
forbear from exercising certain of their rights and remedies with respect to
certain defaults by the Company, including, but not limited to, the Company's
failure to make that certain interest payment due March 2, 2020 with respect to
the Company's outstanding 5.000% Senior Notes due 2021.
Forward-Looking Statements
This communication contains forward-looking statements, including, in
particular, statements about the term and the provisions of the Forbearance
Agreements. 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Title or Description
10.1* Amendment No. 2 to the Senior Credit Agreement dated as of
February 29, 2020 by and among the Company, as Borrower, the
guarantors signatory thereto, CIT Northbridge Credit LLC, as
Collateral Agent and Administrative Agent, and the lenders party
thereto.
* The schedules and exhibits to the agreements 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 SEC upon request.
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