HOS Hornbeck Offshore Services Inc

1	NAMES OF REPORTING PERSONS
	Solus Alternative Asset Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			N/A
		8	SHARED VOTING POWER
			3,170,077 shares of Common Stock
		9	SOLE DISPOSITIVE POWER
			N/A
		10	SHARED DISPOSITIVE POWER
			3,170,077 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,170,077 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

CUSIP NO.

440543106

1	NAMES OF REPORTING PERSONS
	Solus GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			N/A
		8	SHARED VOTING POWER
			3,170,077 shares of Common Stock
		9	SOLE DISPOSITIVE POWER
			N/A
		10	SHARED DISPOSITIVE POWER
			3,170,077 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,170,077 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP NO.

440543106

1	NAMES OF REPORTING PERSONS
	Christopher Pucillo
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			N/A
		8	SHARED VOTING POWER
			3,170,077 shares of Common Stock
		9	SOLE DISPOSITIVE POWER
			N/A
		10	SHARED DISPOSITIVE POWER
			3,170,077 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,170,077 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”) of Hornbeck Offshore Services, Inc., a Delaware corporation (the “Issuer”), with its principal office located at 103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433.

 

 

(a) This Schedule 13D is being jointly filed by the following persons:

 

 

The foregoing persons are collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

(b) Residence or business address: 410 Park Avenue, 11th Floor, New York, NY 10022.

 

(c) Principal occupation or employment and the name, principal place of business and address of any corporation or other organization in which such employment is conducted:

 

 

The principal business address for each of the Reporting Persons is 410 Park Avenue, 11th Floor, New York, NY 10022.

 

(d) During the last five years, no Reporting Person has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Citizenship:

 

 

 

The funds for the purchase of the Common Stock came from the working capital of Solus, over which the GP and Mr. Pucillo, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Common Stock, other than borrowed funds used for working capital purposes in the ordinary course of business.

 

 

All of the shares of Common Stock reported herein were acquired for investment purposes, and were originally acquired without the purpose or effect of changing or influencing control of the Company. The Reporting Persons review on a continuing basis the investment in the Company, and are currently engaged in discussions with the Company regarding its outstanding debt securities and other liabilities, including its outstanding 5.875% senior notes due 2020 and 5.000% senior notes due 2021 (collectively, the “Notes”).  The Reporting Persons beneficially own a portion of the Notes and may, from time to time, propose potential transactions to the Company, including refinancing and exchange transactions, equity issuances and other strategic alternatives. These proposals may be made in cooperation with other stakeholders of the Company or independently by the Reporting Persons.

 

The Reporting Persons reserve the right from time to time to formulate plans and proposals regarding the Company or any of its securities, and to carry out any of the actions or transactions in connection therewith. The Reporting Persons may in the future acquire additional Common Stock or other securities of the Company in the open market, in privately negotiated purchases or otherwise and may also, depending on the current circumstances, dispose of all or a portion of the Common Stock or other securities of the Company beneficially owned by them in one or more transactions.

 

 

The information contained in Item 3 of this Schedule 13D is incorporated by reference herein.

 

(a) – (b) The responses of each of the Reporting Persons with respect to Rows 11, 12 and 13 of the cover page of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock are incorporated herein by reference. The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the aggregate number of shares of Common Stock as to which each of the Reporting Persons referenced in Item 2 above has sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference.

 

The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons was calculated based on 37,993,329 shares of Common Stock reported to be issued and outstanding as of October 31, 2019 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed with the SEC on November 12, 2019.

 

The Reporting Persons may be deemed to share voting power and dispositive power with each other with respect to the shares of Common Stock held by them. The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Schedule 13D, and each Reporting Person hereby expressly disclaims beneficial ownership in the securities reported in this Schedule 13D and membership in a “group” as that term is described in Rule 13d-5(b)(1) of the Act.

 

(c) There have been no transactions with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Persons.

 

(d) Certain funds or accounts managed on a discretionary basis by Solus or affiliates thereof have the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the Common Stock.

 

One account, a Delaware limited liability company, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Common Stock.

 

(e) Not applicable.

 

 

The Joint Acquisition Statement among the Reporting Persons (the “Joint Acquisition Statement”) to file this Schedule 13D jointly in accordance with Rule 13d-1(k)(l) under the Act is attached hereto as Exhibit A.

 

The disclosure in Item 2, Item 3 and Item 4 is incorporated by reference herein.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit A

Joint Acquisition Statement

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Exhibit A

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.