Prior to forming HOS, Mr. Hornbeck worked for the original Hornbeck Offshore Services, Inc., from 1991 to 1996, serving in various positions relating to business strategy and development. Following its merger with Tidewater Inc. (NYSE:TDW) in March 1996, he accepted a position as Marketing Director—Gulf of Mexico with Tidewater, where his responsibilities included managing relationships and overall business development in the U.S. Gulf of Mexico region. 

HV Marine Services, Inc. was founded by joining the assets and technical and management expertise of two well-established and respected names in the industry, LEEVAC Marine, Inc. and Hornbeck Offshore Services to create the next generation marine company. 

Carl G. Annessa was appointed Executive Vice President in February 2005. Prior to that time, Mr. Annessa served as our Vice President of Operations beginning in September 1997. In February 2002, he was appointed Vice President and Chief Operating Officer. Mr. Annessa is responsible for operational oversight and design and implementation of our vessel construction programs. Prior to joining us, he was employed for 17 years by Tidewater Inc. (NYSE:TDW) in various technical and operational management positions, including management of large fleets of offshore supply vessels in the Arabian Gulf, Caribbean and West African markets, and was responsible for the design of several of Tidewater’s vessels. Mr. Annessa was employed for two years by Avondale Shipyards, Inc. as a naval architect before joining Tidewater. Mr. Annessa received a degree in naval architecture and mechanical engineering from the University of Michigan in 1979. 

The first OSV newbuild program was originally comprised of seven 200 class DP-1 new generation OSVs, which were double the DWT and triple the liquid mud carrying capacity of the standard conventional vessels that were the norm in the industry at the time. Based on ever increasing customer demand for larger volumes, the last two vessels in the program were modified to include a 40’ plug to enhance carrying capacities. The 200 class DP-1 vessels delivered under this program included the HOS Crossfire, HOS Super H, HOS Dakota, HOS Thunderfoot and HOS Brigadoon. The 240 class DP-1 vessels delivered under this program included the HOS Deepwater and HOS Cornerstone. 

The second OSV newbuild program was comprised of two 240E class DP-2 new generation OSVs and four 270 class DP-2 new generation OSVs.  The HOS Innovator, the initial vessel delivered under this program, was the first U.S.-flagged OSV to be certified DP-2.  The 240E class DP-2 vessels delivered under this program included the HOS Innovator and the HOS Dominator.  The 270 class DP-2 vessels delivered under this program included the BJ Blue Ray, HOS Brimstone, HOS Stormridge and HOS Sandstorm. 

James O. Harp, Jr. was appointed Executive Vice President in February 2005. Prior to that time, Mr. Harp served as our Vice President and Chief Financial Officer beginning in January 2001. Before joining us, Mr. Harp served as Vice President in the Energy Group of RBC Dominion Securities Corporation, an investment banking firm, from August 1999 to January 2001, and as Vice President in the Energy Group of Jefferies & Company, Inc., an investment banking firm, from June 1997 to August 1999. During his investment banking career, Mr. Harp worked extensively with marine-related oil service companies, including as our investment banker in connection with our private placement of common stock in November 2000. From July 1982 to June 1997, he held roles of increasing responsibility in the tax section of Arthur Andersen LLP, ultimately serving as a Tax Principal, and had a significant concentration of international clients in the oil service and maritime industries. Since April 1992, he has also served as Treasurer and Director of SEISCO, Inc., a privately held seismic brokerage company that he co-founded. Mr. Harp is an inactive certified public accountant in Louisiana.

Upon delivery of the HOS Innovator, the vessel was immediately placed in service under a term contract with a large oilfield service company.  Outfitted with an offshore crane and ROV package, the HOS Innovator was the initial expansion into the production-oriented, deepwater specialty service sector.  Due to the success of the HOS Innovator, the second 240E class vessel delivered under OSV Newbuild Program #2, the HOS Dominator, was awarded a term contract with the same oilfield service company to operate as a deepwater specialty service vessel.

In May 2001, we added nine ocean-going tugs and nine ocean-going tank barges through the transformational acquisition of the Spentonbush/Red Star Fleet from affiliates of Amerada Hess for $28 million in cash.  As part of the acquisition, Amerada Hess entered into a long-term contract of affreightment (“COA”) pursuant to which Amerada Hess committed to use HOS as its exclusive marine logistics provider and transporter of liquid petroleum products in the northeastern U.S., committing to ship a minimum of 45mm barrels of refined products annually through March 2006.  In addition to significantly expanding our fleet capacity, the concurrent five-year COA with Amerada Hess provided the TTB Segment immediate market scale in the northeast U.S.  Under the contract, we were also entitled to coordinate marine logistics for Amerada Hess in the southeastern U.S.

In July 2001, we issued $175 million in senior unsecured notes with a coupon of 10.625%.  Moody’s and Standard & Poors assigned a B1/B+ rating to the notes and a B1/B+ senior corporate rating, each with a stable rating outlook.  The bonds were used to refinance all of our existing debt and fund payments for newbuild vessels.

In October 2001, we completed the purchase of all outstanding warrants for an aggregate purchase price of $14.5 million.  The repurchase of the warrants was financed through the successful offering of $14.6 million of common stock.

Upon delivery of the BJ Blue Ray, a 270 class OSV, the vessel was immediately placed into service to support well stimulation services, primarily in the Gulf of Mexico. The BJ Blue Ray, later renamed the HOS Ridgewind, was the first U.S. flagged OSV ever to be given a special Well Stimulation certificate by the ABS.

In response to the increasing needs of our customers operating in the deepwater market, we launched our third OSV newbuild program comprised of four 240ED class DP-2 new generation OSVs. Our in-house team of naval architects and engineers improved upon previous proprietary designs to construct a more versatile vessel, increasing deadweight capacity and adding additional service functionalities. Vessels delivered under this program included the HOS Bluewater, HOS Gemstone, HOS Greystone, and HOS Silverstar.

John S. Cook was appointed Senior Vice President in May 2008. Mr. Cook was designated an executive officer and appointed a Vice President in February 2006. Mr. Cook has also served as our Chief Information Officer since May 2002. Before joining us, Mr. Cook held roles of increasing responsibility in the business consulting section of Arthur Andersen LLP from January 1992 to May 2002, ultimately serving as a Senior Manager. During his consulting career, Mr. Cook assisted numerous marine and energy service companies in various business process and information technology initiatives, including strategic planning and enterprise software implementations. Mr. Cook is a certified public accountant in Louisiana and is a member of the American Institute of Certified Public Accountants and the Society of Louisiana Certified Public Accountants and is a Certified Information Systems Auditor.

In response to increased customer requests for equipment in non-U.S. waters, we announced international expansion of OSV operations into Trinidad. Given the geographic proximity of Trinidad to OSV operations in the GoM and tank barge operations in Puerto Rico, Trinidad was a logical next step for us to penetrate new oil and gas markets within the western hemisphere. The HOS Thunderfoot and the HOS Cornerstone were contracted with a major oil company and commenced operations after mobilization.

In order to expand our service offering to clients, particularly those drilling deep wells on the Continental Shelf, we acquired six 220 class new generation OSVs for $54 million in cash and equity from Candy Marine Investment Corporation, an affiliate of Candy Fleet Corporation, a privately held marine vessel operator in the Gulf of Mexico. The six acquired vessels were renamed the HOS Mariner, HOS Voyager, HOS Express, HOS Explorer, HOS Pioneer, and HOS Trader. Two of the six acquired vessels, the HOS Mariner and the HOS Express, have since been sold.

After evaluating additional opportunities to position deepwater OSVs in targeted markets outside the U.S. GoM, we expanded international OSV operations by securing a two year service contract with PEMEX, our first charter in Mexico. The HOS Deepwater was mobilized to Mexico retaining its U.S. flag status for the duration of the charter, which would allow us to return the vessel to Jones Act Service in the GoM.

As customer interest shifted from single-hulled barges to double-hulled barges, we elected to develop and expand the existing TTB fleet based on a proprietary design. Initially, the program consisted of a plan to build two new double-hulled tank barges with options for up to eight and to retrofit certain existing vessels, which addressed the phasing out of single-hulled tank barges required by OPA ‘90. We expanded the program from two newbuild barges to five and correspondingly purchased and retrofitted four tugs to complement the program. The vessels ranged from 110,000 barrels to 135,000 barrels and were specifically designed to maximize speed, storage capacities and pumping rates. Vessels delivered under this program included the Energy 13501, Energy 13502, Energy 11103, Energy 11104, Energy 11105, Eagle Service, Freedom Service, Liberty Service, and the Patriot Service.

Samuel A. Giberga was appointed Executive Vice President in June 2011. Prior to that time, Mr. Giberga served as our Senior Vice President beginning in February 2005. Mr. Giberga has also served as our General Counsel since January 2004 and our Chief Compliance Officer since June 2011. Prior to joining us, Mr. Giberga was engaged in the private practice of law for fourteen years. Mr. Giberga was a partner in the New Orleans based law firm of Correro, Fishman, Haygood, Phelps, Walmsley & Casteix from February 2000 to December 2003 and served as a partner at Rice, Fowler, Kingsmill, Vance & Flint, LLP from March 1996 to February 2000. During his legal career, Mr. Giberga has worked extensively with marine and energy service companies in a variety of contexts with a significant concentration in general business, international and intellectual property matters. He was also a co-founder of Maritime Claims Americas, L.L.C., which operates a network of correspondent offices for marine protection and indemnity associations throughout Latin America. From June 2005 through February 2007, Mr. Giberga served as a director of the American Steamship Owners Mutual Protection and Indemnity Association Inc. (the American Club), a mutual protection and indemnity association in which the Company’s principal operating subsidiaries were then entered as members. Mr. Giberga also served as an adjunct professor in intellectual property law matters at Loyola University Law School in New Orleans.

On March 25, 2004, HOS became a publicly traded company by successfully completing an initial public offering of six million shares of common stock at an issuance price $13 per share, resulting in total gross proceeds of $78 million.  Subsequently and as part of the terms and provisions of our underwriting agreement, we issued an additional 126,400 shares of common stock to our underwriters which resulted in gross proceeds of $1.6 million. The proceeds of the offering were primarily used to pay off the balance of our revolving credit agreement.

In November 2004, we issued $225 million in senior unsecured notes due 2014 with a coupon 6.125% and spread to treasury of 198 bps, a record in the history of oil service “high yield” transactions.  The majority of proceeds were used to repurchase our outstanding 10.625% senior notes due 2008.

The HOS Saylor and later the HOS Navegante, two foreign-flagged sister vessels with anchor- handling capabilities, were acquired for $25 million and marketed as supply vessels and for towing jack-up rigs.

The MPSV program initially consisted of the conversion and retrofit of two coastwise sulfur tankers into U.S.-flagged, new generation 370-foot multi-purpose supply vessels (MPSVs). The HOS 370 was the culmination of a three-year effort by our in-house engineering team to design a multi-purpose supply vessel to meet the expressed demand for a larger, more versatile, DP-2 vessel capable of meeting the evolving needs of the exploration, development and production life-cycle of an ultra-deepwater field from ‘cradle-to-grave.’ In addition to traditional offshore supply vessel capabilities, the HOS 370 was designed to support offshore construction, subsea well intervention, ROV operations, pipeline commissioning, pipe-hauling and flotel services. The MPSVs delivered under this program included the HOS Centerline and HOS Strongline, the two largest, most flexible DP-2 class offshore vessels in the world today.

The Company’s fourth OSV newbuild program consisted of vessel construction contracts with three domestic shipyards to build sixteen DP-2 vessels.  Originally, we contracted to construct four 240EDF class vessels, which was an adaptation of our proprietary 240ED design with modifications that allow for faster transit speeds. This design was later enhanced to extend the length of the vessel to 250 feet and named our 250EDF class.  The program was ultimately expanded to include nine 250EDF vessels, six 240ED vessels and added a one 290 class vessel, the HOS Coral, a newbuild contract inherited with the acquisition of the Sea Mar fleet in August of 2007.  The six 240ED class OSVs delivered under this program included the HOS Polestar, HOS Shooting Star, HOS North Star, HOS Lodestar, HOS Silver Arrow and the HOS Sweet Water. The nine 250EDF class OSVs delivered under this program included the HOS Arrowhead, HOS Black Powder, HOS Eagleview, HOS Mystique, HOS Pinnacle, HOS Resolution, HOS Westwind, HOS WIldwing, and HOS Windancer. The 290 class OSV delivered was the HOS Coral.

In October 2005, we completed a follow-on equity offering of 6,100,000 shares of common stock at a price of $35.35 per share for total gross proceeds of approximately $216 million before underwriting discounts, commissions and offering expenses. Concurrently, we issued an additional $75 million of our 6.125% senior notes due 2014. The proceeds from both transactions were used to fund the construction of vessels for our three on-going newbuild programs.

The Company levered our expertise and experience in the OSV segment to access a new market for our double-hulled tank barges by using them to perform production well test services for OSV customers in the deepwater Gulf of Mexico.

On November 13, 2006, we issued $250 million in senior convertible notes with an initial coupon of 1.625% per year due 2026 for net proceeds of $242.8 million. To limit the exposure of HOS stockholders in the event of future conversion of the notes, a small share of the proceeds was used to fund a convertible note hedge transaction. In addition, we used $63 million of the net proceeds to repurchase 1.8 million shares of common stock.

In May 2007, we expanded our MPSV program to include one 430-ft. new generation DP-3 MPSV,the HOS Iron Horse, to be constructed at a European shipyard. The vessel was developed to meet the specific demands of our deepwater exploration and production customers and designed to support inspection, maintenance, repair, diving and construction activities. The 8,000 dwt vessel is equipped with two cranes, a helideck, and a moon pool with accommodations for 100 people.

The Sea Mar Fleet acquisition was our second acquisition of a significant fleet of domestic new generation OSVs. The Sea Mar Fleet was acquired from affiliates of Nabors Industries Ltd. (NYSE: NBR) (“Nabors”) for $186.0 million and was comprised of ten new generation OSVs and ten conventional OSVs. The ten new-gen boats, which are referred to as Super 200’s, are DP-1 vessels comparable to HOS proprietary 200 class OSVs in terms of liquid mud capacity and deck space, but with much larger deadweight capacity. These vessels included the HOS Davis, HOS Douglas, HOS Hawke, HOS Hope, HOS Nome, HOS North, HOS St. James, HOS St. John, HOS Beaufort and HOS Byrd. Six of these vessels have subsequently been stretched and upgraded to 240 class DP-2 vessels and were renamed the HOS Boudin, HOS Beignet, HOS Coquille, HOS Cayenne, HOS Bourre, and HOS Chicory. We also agreed to purchase one 285-foot DP-2 new generation OSV under construction at a domestic shipyard, later named the HOS Coral which was added to OSV Newbuild Program #4. We have since sold nine of the ten conventional OSVs included in this acquisition.

In January 2008, we purchased a leasehold interest in a parcel of improvement estate (formerly known as “Rowan Base”) adjacent to HOS Port. The purpose of the acquisition was to support our rapidly expanding operations in the Gulf of Mexico’s largest deepwater offshore port and provide more lay-down area in support of our growing MPSV program.  The combined acreage of the two adjoining properties is approximately 60 acres, more than double the original size of HOS Port.  The acquired facility also increased our shore-base lifting capacity by two cranes, and extended our waterfront bulkhead by over 1,000 additional linear feet to nearly 3,000 total linear feet.

We further expanded our MPSV program to four vessels by acquiring a T-22 class DP-3 new generation multi-purpose support vessel (“MPSV”) under construction at Merwede Shipyard in Holland from Superior Energy, later renamed the HOS Achiever.

OSV Newbuild Program #5 was originally comprised of sixteen U.S.-flagged 300 class DP-2 new generation offshore supply vessels (“OSV”) for our Upstream business segment with options to build an additional 48 substantially similar vessels. We separately contracted with VT Halter Marine, Inc. of Pascagoula, Mississippi and Eastern Shipbuilding Group, Inc. of Panama City, Florida for the construction of eight 300 class vessels at each yard for a total project cost of approximately $720 million. The eight OSVs constructed by Eastern Shipbuilding Group consisted of four vessels based on the HOSMAX 300 design and four based on the HOSMAX 310 design. The eight vessels constructed by VT Halter Marine are based on the HOSMAX 320 design. The new HOSMAX vessels are particularly well-suited for the increased demands of deepwater and ultra-deepwater customers for high-specification vessels by offering double the deadweight tons and more than double the liquid mud capacity of a typical 240 class OSV.

In conjunction with the announcement of OSV Newbuild Program #5, we closed an underwritten follow-on equity offering of 8,050,000 shares of our common stock at a price to the public of $30.00 per share, for total gross proceeds of approximately $241.5 million before underwriting discounts, commissions and offering expenses. The intended use of net proceeds was to partially fund OSV Newbuild Program #5 in addition to funding any possible acquisitions or additional new vessel construction.

In March 2012, we issued $375 million in 5.875% senior unsecured notes due 2020 for net proceeds of $367.4 million. The proceeds were used to repurchase our 6.125% senior notes due 2014.

On August 13, 2012 we issued $300 million senior convertible notes due 2019 with a coupon of 1.500% per year for net proceeds of $290.8 million after discounts, commission, and expenses. The proceeds were used to retire our 1.625% senior convertible notes due 2026.

In response to the improving outlook for our core markets, we exercised the first four of our 48 options to build additional HOSMAX vessels consisting of two additional HOSMAX 310 class OSVs and two additional HOSMAX 320 class OSVs.

In response to evolving market demands for larger high-spec equipment, we announced a retrofit program to upgrade and stretch six of our 200 class DP-1 new generation OSVs, converting them into 240 class DP-2 OSVs.  The vessels committed to this program were six Super 200 class DP-1 vessels originally acquired as part of the “Sea Mar Fleet”, the HOS North, HOS Davis, HOS Byrd, HOS Hope, HOS St. John, and HOS St. James. Due to their 56-foot wide beams, the 40-foot mid-body extensions added approximately 600 tons to the vessels’ previous 2,250 tons of deadweight capacity and roughly doubled the vessels’ previous liquid mud capacity to approximately 8,000 barrels. The vessels were redelivered and renamed the HOS Beignet, HOS Boudin, HOS Bourre, HOS Cayenne, HOS Chicory, and HOS Coquille, respectively.

Due to the expectation of a significant increase in domestic subsea construction and IRM-related market demand for U.S.-flagged MPSVs and as part of the strategy to continue to diversify the HOSMAX Newbuild Program, we contracted for the construction of four Jones Act-qualified 310 class DP-2 MPSVs based on the HOSMAX 310 design. These four HOSMAX vessels will have a 250T AHC KB crane, helideck, and two ROV docking stations and are contracted with Eastern Shipbuilding Group, Inc. and Leevac Marine.

In March 2013, we issued $450 million in 5.000% senior unsecured notes due 2021 for net proceeds of $442.4 million. The primary use of proceeds was to repurchase our outstanding 8.000% notes due 2017.

Due to the substantial pending growth of our upstream fleet as a result of our newbuild and retrofit programs, the Company sold substantially all of the assets and business of the Downstream segment to Genesis Marine, LLC (“Genesis”), an affiliate of Genesis Energy L.P. (NYSE:GEL), for cash consideration of $230 million. We received approximately $224 million in proceeds, net of expenses and estimated cash taxes, from this transaction. The Downstream vessels sold to Genesis were our active fleet of nine ocean-going tugs and nine double-hulled tank barges. In connection with the closing, HOS and Genesis entered into transition service agreements in order to ensure a smooth transition of operations and services for both employees and customers.

On October 29, 2014, we announced that the Company’s Board of Directors authorized a share repurchase program of up to $150 million in shares of our common stock.  The repurchase program will be funded from cash on-hand, cash flow from operations and/or cash proceeds from the divestiture of non-core assets. The timing and amount of the repurchases will depend on several factors, such as market conditions, applicable legal requirements, available liquidity, the discretion of management and other appropriate factors.

In October 2014, The HOS Riverbend, a 300 class OSV previously placed into service under OSV Newbuild #5, began conversion into a 300 class MPSV flotel. Upon redelivery in April 2015, the HOS Riverbend will be the first Jones Act qualified flotel MPSV in the U.S. Gulf of Mexico. The conversion will include a 35-ton knuckle boom crane, a motion-compensated gangway for “walk to work” capabilities and berthing for 194 personnel.

In December 2014, the HOS Bayou was delivered as the first U.S.-flagged Jones Act-compliant MPSV under our fifth OSV newbuild program. Equipped with two Schilling HD 150 HP work-class remotely operated vehicles (ROVs), a 150 ton knuckle-boom crane and a helideck, the HOS Bayou is capable of performing inspection, maintenance and repair (IMR) of subsea oil installations and construction support in the Gulf of Mexico (GoM). In addition to IMR work, this vessel package is designed to perform a variety of deep-water services, such as SURF installation, decommissioning activities, drilling support and deep-water well intervention projects.

On March 2, 2015, the Company announced that we completed the sale of three 250EDF class vessels, the HOS Arrowhead, the HOS Eagleview and the HOS Westwind, to the U.S. Navy for cash consideration of $114 million. Since their construction in 2008 and 2009, these vessels have supported the U.S. Navy submarine fleet on both the East and West Coast and, in order to continue to receive the benefit of these vessels, Congress required their purchase from the Company. The purchase agreement includes an option for the acquisition of a fourth vessel, the HOS Black Powder, that, if exercised as anticipated, would bring the aggregate sale amount to $152 million. In addition to these vessel sales, we entered into an operations and maintenance contract which contains an initial term as well as annual renewal options spanning a 10-year operating period. The HOS Black Powder was awarded a time charter that will remain in effect until the anticipated sale of the vessel, at which time the vessel will operate under the same terms and conditions of the operations and maintenance contract of the three other vessels.

On August 28, 2015, the Company completed the sale of the fourth and final 250EDF class vessel, the HOS Black Powder, to the U.S. Navy for cash consideration of $38 million. The aggregate sale amount for all four vessels was $152 million. The Company continues to work under an operations and maintenance ("O&M") contract which contains renewal options for a 10 year operating period.

In December 2015, the Company delivered the HOS Brass Ring, one of our HOSMAX 310 class OSV newbuilds, into Brazilian registry. The vessel was then successively Brazilian flagged and will now enjoy the benefits of the country’s strict cabotage laws while operating as one of the newest and largest ultra-high spec OSVs in the Brazilian market.

In January of 2016, the HOS Briarwood, the final HOSMAX 310 class OSV, was placed into service. The Company has now delivered all of the HOSMAX OSVs constructed under our fifth OSV newbuild program, which includes 18 Jones Act-qualified 300 class DP-2 high spec OSVs.

In February 2016, the Company announced plans to modify and enhance the capabilities of the four remaining 310 class MPSV newbuilds. The modifications to the first two MPSVs will increase the berthing capacity, expand the cargo-carrying capabilities and expand the work area for ROVs.  The modifications to the other two MPSVs will include the addition of a 60-foot mid-body plug, installation of an additional crane, increased berthing capacity, expanded cargo-carrying capacities and expanded work areas for ROVs.  These latter two MPSVs have been upgraded to a 400 class designation.

In August 2016, the HOS Warland, the first HOSMAX 310ES class MPSV, was placed into service.  The U.S.-flagged Jones Act-compliant vessel has an 85-person berthing capacity and features a 250 ton knuckle-boom crane, an ROV control room and workshop and a helideck. The HOS Warland is DP-2 capable and is equipped with two Schilling HD 150 HP work-class remotely operated vehicles (ROVs).  The Company has three remaining HOSMAX MPSVs to deliver under our fifth OSV newbuild program.

In September 2016, the HOS Woodland was delivered as the second and final U.S.-flagged Jones Act-compliant HOSMAX 310ES class MPSV under our fifth OSV newbuild program.  Equipped with two Schilling HD 150 HP work-class remotely operated vehicles (ROVs), a 250 ton knuckle-boom crane, a helideck and an ROV control room and workshop, the HOS Woodland is DP-2 capable and has an 85-person berthing capacity.  The Company has two remaining HOSMAX 400ES Class MPSVs to deliver under our fifth OSV newbuild program.

On June 15, 2017 we announced the refinancing of our existing $200 million senior secured revolving credit facility (the “Old Credit Facility”) with a new first-lien delayed-draw credit facility providing for up to $300 million of term loans (the “New Credit Facility”).  The New Credit Facility’s six-year term extends the maturity to June 2023 and provides us financial flexibility by eliminating financial ratio maintenance covenants and the anti-cash hoarding provision of the Old Credit Facility.  The New Credit Facility may be used for working capital and general corporate purposes, including the acquisition of distressed assets and/or the refinancing of existing debt, subject to compliance with certain minimum liquidity requirements, among other things.  We limited the call protection to the first two years and also have the option of paying interest on the New Credit Facility “in-kind” (PIK Interest), subject to a 100 basis-point step-up in interest rate and a minimum 3% cash-pay coupon for so long as we elect to pay PIK Interest. The full text of the First Lien Term Loan Agreement is included as an exhibit on our Form 8-K filed June 15, 2017.

On February 7, 2019, we closed on a private exchange offer of $131.6 million of our 5.875% senior notes due 2020 that were tendered in exchange for $111.9 million in second-lien term loans due 2025.  The second-lien term loans are collateralized by a second-priority security 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. 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.

On June 28, 2019 we entered into a new $100 million senior secured asset-based revolving credit facility (the “Senior Credit Facility”). The fully-funded Senior Credit Facility was secured by first priority liens on certain eligible receivables, certain restricted cash amounts and related assets.  The Senior Credit Facility enhanced the Company’s financial flexibility and was comprised of two tranches that rebalanced each month based on the variable eligible receivables-backed borrowing base. The unrestricted receivables-backed tranche has a maturity in 2022, and the restricted cash-backed tranche had a maturity in 2025. The receivables-backed tranche could be used for working capital and general corporate purposes, including the repayment or refinancing of existing debt, subject to, among other things, compliance with certain requirements. The cash-backed tranche could, over time, rebalance to the receivables-backed tranche as eligible receivables increase and may be refinanced over time.  Loans under the Senior Credit Facility accrued interest at LIBOR plus a floating-rate spread of 5.00% for the life of the facility.

Effective April 13, 2020, we and certain of our subsidiaries entered into a Restructuring Support Agreement (the “RSA”) with secured lenders holding approximately 83% of our aggregate secured indebtedness and unsecured noteholders holding approximately 79% of our aggregate unsecured notes outstanding. On May 19, 2020, the Company sought voluntary relief under chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division and filed a proposed joint prepackaged plan of reorganization (the “Plan”).  Pursuant to the RSA, on May 13, 2020 we commenced the solicitation of votes on the Plan (the “Solicitation”). In connection with commencement of the Solicitation, copies of the Plan and the disclosure statement related thereto were distributed to certain creditors of the Company entitled to vote on the Plan. The Company had access to a $75 million debtor-in-possession term loan facility provided by existing creditors and permitted use of existing cash on hand and cash generated from operations to support the business during the financial restructuring process, which enabled the Company to operate in the ordinary course of business without disruption to our customers, vendors and workforce.  The Plan provided for payment in full of all vendors and employees.

On June 26, 2020, we announced that the Company’s Joint Prepackaged Chapter 11 Plan of Reorganization (the “Plan”) was approved by Judge David R. Jones of the United States District Court for the Southern District of Texas. The confirmed Plan achieved the overwhelming support of 100% of voting Class 4 First Lien Claims in amount, 99.9% of voting Class 5 Second Lien Claims in amount, and 99.8% of voting Class 6 Unsecured Notes Claims in amount.  The Company expected to emerge from bankruptcy upon clearing various governmental approvals, which were expected to occur within the coming few months.  The Company received subscriptions for a $100 million rights offering with respect to the planned issuance of shares of new equity, which will resulted in a $100 million increase in liquidity and was expected to close on the Plan’s effective date.  In addition, the Plan contemplated a post-emergence first-lien senior secured term loan credit facility and second-lien senior secured term loan credit facility, each in an aggregate principal amount to be determined.

On September 4, 2020 (the “Effective Date”) we emerged from Chapter 11 pursuant to our Joint Prepackaged Chapter 11 Plan of Reorganization (the “Plan”). The Plan implemented the previously announced Restructuring Support Agreement negotiated with the Company’s lenders and note holders.  Pursuant to the Plan, all general unsecured creditors, including the Company’s trade creditors and vendors, were paid in full in the ordinary course of business; the Company’s debtor-in-possession financing was converted into a new senior secured exit facility; all of the Company’s pre-petition secured loans and unsecured senior notes were cancelled in exchange for new secured debt, new equity, and new equity rights (or cash, if applicable) as of the Effective Date; and all of the Company’s pre-petition equity interests were extinguished as of the Effective Date.  In addition, the Company closed on the common stock rights offering contemplated by the Plan, which resulted in a $100 million cash infusion of new equity capital led by the Special Opportunities Funds of Ares Management, as well as funds managed by Whitebox Advisors and Highbridge Capital Management.  The Company emerged as a privately-held entity with a strengthened financial foundation and a new Board of Directors focused on future success.

On January 11, 2022, we entered into definitive vessel purchase agreements with certain affiliates of Edison Chouest Offshore (the “Sellers”) to acquire a total of ten high-spec new generation offshore supply vessels (“OSVs”) for an undisclosed amount of cash.  Eight of the vessels are U.S.-flagged, Jones Act-qualified, 280 class DP-2 OSVs with capacities of circa 4,750 DWT.  The other two vessels are Mexican-flagged 240 class DP-2 OSVs with capacities of circa 3,200 DWT.  Upon completion of regulatory drydockings to be conducted by the Sellers, the Company expected to take serial deliveries of all ten vessels over the next 12 to 15 months, with the first vessel expected to be delivered within the next 90 days.

On February 7, 2022, we entered the acquisition of three high-spec new generation offshore supply vessels (“OSVs”) from the U.S. Department of Transportation’s Maritime Administration (“MARAD”) for an undisclosed amount of cash.  All three of the vessels that were acquired at auction are U.S.-flagged, Jones Act-qualified, 280 class DP-2 OSVs with capacities of circa 4,600 DWT. Upon taking physical delivery of the vessels from MARAD, we expect to conduct reactivation and regulatory drydockings of all three vessels.  Built by Eastern Shipbuilding in 2013 and 2014 to a design specification and with components that are very compatible with our other ‘Tiger Shark Class’ vessels, these particular ships are excellent candidates for deployment in the growing U.S. domestic offshore wind industry, as well as for potential conversion to military or other non-oilfield, non-wind specialty applications.