Hornbeck Offshore Adopts a New Stockholder Rights Plan To Replace Expired Plan
COVINGTON, La., July 2, 2013
COVINGTON, La., July 2, 2013 /PRNewswire/ --Hornbeck Offshore Services, Inc.
(NYSE: HOS) ("the "Company") announced today that its Board of Directors
adopted a new stockholder rights plan (the "New Rights Plan") to replace the
Company's previous stockholder rights plan that expired on June 17, 2013 (the
"Expired Rights Plan"). Similar to the Expired Rights Plan, the New Rights
Plan is designed to enable all stockholders to realize the full value of their
investment and to provide for fair and equal treatment for stockholders if an
unsolicited attempt is made to acquire the Company. Further, by providing
defenses against the accumulation of Company stock by third parties, the Board
feels that the New Rights Plan provides the Company with another tool to
protect its U.S. citizenship qualification under U.S. maritime law. The Board
of Directors adopted the New Rights Plan as a matter of prudent corporate
governance following careful consideration and evaluation. The Company stated
that the rights are not being issued in response to any outside effort to gain
control of the Company, and that it is not aware of any attempt to do so.
To implement the plan, the Board of Directors has declared a dividend
distribution of one right for each share of the Company's common stock
outstanding on July 15, 2013. A right will also attach to each share of the
Company's common stock issued after July 15, 2013 during the effectiveness of
the rights plan. Each right represents the right, under certain
circumstances, to purchase 1/100^th of a share of a series of preferred stock
of the Company at an exercise price of $250 per right. The rights will be
represented by and trade with the Company's common stock certificates unless
the rights become exercisable.
The rights become exercisable, with certain exceptions, only if a person or
group acquires, or announces a tender or exchange offer for, 10% or more of
the shares of the Company's common stock without prior Board approval (an
"Acquiring Person"), as described in the New Rights Plan. In such event,
unless earlier redeemed for $0.001 per right, the rights will be exercisable
for shares of Hornbeck common stock having a value of twice the rights' then
current exercise price. In addition, in the event of certain business
combinations, the rights permit the holders to purchase the common stock of
the acquiror at a 50% discount. Rights held by the Acquiring Person will
become null and void in each case.
The rights plan contains an exception to the 10% threshold for persons or
groups holding more than 10% on the date the rights plan became effective and
in certain other limited circumstances. Such persons or groups are restricted
from acquiring additional shares or increasing their percentage except in
certain limited circumstances described in the rights plan. The rights expire
on June 30, 2023. The Company is sending a letter to its stockholders of
record with further details of the rights plan.
Hornbeck Offshore is a leading provider of technologically advanced, new
generation offshore supply vessels primarily in the U.S. Gulf of Mexico and
Latin America, and is a leading short-haul transporter of petroleum products
through its coastwise fleet of ocean-going tugs and tank barges, primarily in
the northeastern U.S. and the U.S. Gulf of Mexico. The Company currently owns
a fleet of 76 vessels primarily serving the energy industry and has 23
additional high-spec Upstream vessels contracted, approved or under
construction for delivery on various dates through 2016.
This news release contains forward-looking statements, including, in
particular, statements about the Company's plans and intentions with regard to
the New Rights Plan. These have been 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.
Contacts: Todd Hornbeck, CEO
Jim Harp, CFO
Hornbeck Offshore Services
Ken Dennard, Managing Partner
Dennard-Lascar / 713-529-6600
SOURCE Hornbeck Offshore Services, Inc.
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