Item 1.01. Entry into a Material Definitive Agreement

Transaction Support Agreement



On February 14, 2020, Hornbeck Offshore Services, Inc. (the "Company") entered
into a support agreement (the "Transaction Support Agreement") with certain
holders (the "Supporting Holders") of the Company's outstanding 5.875% Senior
Notes due 2020 (the "2020 Senior Notes") and 5.000% Senior Notes due 2021
(together with the 2020 Senior Notes, the "Existing Notes"). In connection with
the entry into the Transaction Support Agreement, the Company commenced offers
to exchange (the "Exchange Offers") up to all of the Existing Notes for a
combination of its newly issued 10.000% Senior Notes due 2023 (the "2023 Senior
Notes") and 5.500% Senior Notes due 2025 (together with the 2023 Senior Notes,
the "New Notes"), a private offer to purchase (the "Cash Tender Offer" and,
together with the Exchange Offers, the "Offers") for cash up to $66.7 million in
aggregate principal amount of Existing Notes upon the terms and conditions set
forth in a confidential offer to exchange and consent solicitation statement
dated February 14, 2020, as well as a solicitation of consents to proposed
amendments with respect to the indentures governing the Existing Notes and
certain releases (the "Consent Solicitations" and such consents, the
"Consents").

Pursuant to the Transaction Support Agreement, the Supporting Holders have
agreed to, among other things: (i) validly tender in the Offers, approximately
80% of the $224.3 million aggregate principal amount of outstanding 2020 Notes
and 89% of the $450.0 million aggregate principal amount of outstanding 2021
Senior Notes; (ii) deliver the Consents and associated releases with respect to
such Existing Notes; (iii) not to withdraw or revoke any Existing Notes tendered
and any Consents and releases delivered in the Offers and Consent Solicitations;
and (iv) cooperate with and support the Company's efforts to consummate the
Offers and Consent Solicitations.

The Company's and the Supporting Holders' obligations under the Transaction Support Agreement are subject to various customary conditions set forth in the Transaction Support Agreement.



The foregoing description of the Transaction Support Agreement does not purport
to be complete and is qualified in its entirety by reference to the form of the
Transaction Support Agreement, which is attached to this Current Report on Form
8-K as Exhibit 10.1 and incorporated by reference herein.

Stockholder Support Agreements



Also on February 14, 2020, and in connection with the entry into the Transaction
Support Agreement and the launch of the Offers, the Company entered into support
agreements (the "Stockholder Support Agreements") with certain holders (the
"Supporting Stockholders") of the Company's issued and outstanding common stock,
par value $0.01 per share (the "Common Stock"), representing approximately 52%
of the outstanding shares or Common Stock relating to a special meeting of the
Company's stockholders necessary to consummate the Offers (the "Special
Meeting"). Pursuant to the Stockholder Support Agreements, the Supporting
Stockholders have agreed to: (i) vote all of their shares of Common Stock in
favor of (A) the issuance of the New Notes as well as the Common Stock
potentially issuable pursuant to the terms of the New Notes, the securities
underlying the New Notes and certain warrants issuable in connection with or
coincident with the Offers as required by the New York Stock Exchange and
(B) certain amendments to the Company's certificate of incorporation; (ii) not
sell, transfer, assign or otherwise dispose of any shares of Common Stock
currently held by such Supporting Stockholders prior to the completion of the
vote at the Special Meeting, unless the transferee agrees in writing to be bound
by a Stockholder Support Agreement; (iii) not support any alternative
transactions other than the Offers and Consent Solicitations; and (iv) cooperate
with and support the Company's efforts to consummate the Offers and Consent
Solicitations. The Stockholder Support Agreements became effective and all
obligations contained therein became binding on the respective parties thereto
upon commencement of the Offers.

The Company's and the Supporting Stockholders' obligations under the Stockholder
Support Agreements are subject to various customary conditions set forth in the
Stockholder Support Agreements.

The foregoing description of the Stockholder Support Agreements does not purport
to be complete and is qualified in its entirety by reference to the form of the
Stockholder Support Agreements, which is attached to this Current Report on Form
8-K as Exhibit 10.2 and incorporated by reference herein.



                                       2

--------------------------------------------------------------------------------

Item 7.01. Regulation FD Disclosure

The Company has made a draft of the indentures relating to the New Notes available by visiting the "Investors" homepage of the Hornbeck Offshore website at https://hornbeckoffshore.com/.



The information contained in this Item 7.01 shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and shall not be incorporated by reference into
any filings made by the Company under the Securities Act of 1933, as amended, or
the Exchange Act, except as may be expressly set forth by specific reference in
such filing.


Item 8.01. Other Events.

On February 14, 2020, the Company issued a press release announcing that it had
commenced the Offers as well as the Consent Solicitations. The Offers and
Consent Solicitations are being made exclusively pursuant to a confidential
Offering Memorandum and Consent Solicitation Statement, which sets forth the
terms and conditions of the Offers and Consent Solicitations. A copy of the
press release announcing the Offers and Consent Solicitations is furnished as
Exhibit 99.1 hereto and is incorporated by reference herein.

The information in this Current Report on Form 8-K is for informational purposes
only and is not an offer to purchase or exchange or a solicitation of an offer
to purchase, exchange or sell any securities, nor shall there be any sale or
exchange of any securities in any jurisdiction in which such offer,
solicitation, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

No Offer or Solicitation



This document is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law. Subject to certain exceptions to be approved by the relevant
regulators or certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use of the mails
or by any means or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign commerce, or
any facility of a national securities exchange, of any such jurisdiction.

Additional Information and Where to Find It



This communication may be deemed to be solicitation material in respect of the
Offers and Consent Solicitations and certain stockholder votes required thereby
(the "Transactions"). In connection with the Transactions, the Company filed
a preliminary proxy statement on Schedule 14A with the Securities and Exchange
Commission (the "SEC") and intends to file other relevant materials with the
SEC, including a proxy statement in definitive form. Following the filing of the
definitive proxy statement with the SEC, the Company will mail the definitive
proxy statement and a proxy card to each stockholder entitled to vote at the
special meeting relating to the Transactions. INVESTORS AND SECURITY HOLDERS OF
THE COMPANY ARE URGED TO READ CAREFULLY ALL RELEVANT DOCUMENTS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING THE COMPANY'S
PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE TRANSACTIONS. Copies of the proxy
statement and other relevant materials and any other documents filed by the
Company with the SEC may be obtained free of charge at the SEC's website, at
www.sec.gov. In addition, stockholders may obtain free copies of the proxy
statement and other relevant materials by directing a request to: Hornbeck
Offshore Services, Inc., 103 Northpark Boulevard, Suite 300, Covington,
Louisiana 70433 email: ir@hornbeckoffshore.com.



                                       3

--------------------------------------------------------------------------------

Participants in Proxy Solicitation



The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders in
respect of the Transactions. Information about the directors and executive
officers of the Company is set forth in its proxy statement for its 2019 annual
meeting of stockholders, which was filed with the SEC on April 26, 2019, and
the preliminary proxy statement filed with the SEC in connection with the
Transactions on February 14, 2020. Other information regarding the participants
in the proxy solicitations in connection with the Transactions, and a
description of any interests that they have in the Transactions, by security
holdings or otherwise, will be contained in the definitive proxy statement and
other relevant materials to be filed with the SEC regarding the Transactions
when they become available.



                                       4

--------------------------------------------------------------------------------

Forward-Looking Statements



This communication contains forward-looking statements, including, in
particular, statements about the Company's plans and intentions with regard to
the Offers and Consent Solicitations. 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.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.




Exhibit No.                                       Exhibit Title or Description

10.1*           Form of Transaction Support Agreement by and among the

Company and the Supporting Holders.



10.2*           Form of Stockholder Support Agreement by and among the

Company and the Supporting Stockholders.



99.1            Press Release dated February 14, 2020.




*    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 SEC upon request.




                                       5

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses