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Purchase Agreement

 

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Title:

Purchase Agreement

Entities:

Hornbeck Offshore Service Inc.; Latham & Watkins; Winstead Sechrest & Minick

Date:

2006

Size:

Preview shows 13KB of 105KB total

Price:

$56

ID:

#2632935

 

 

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$220,000,000

Hornbeck Offshore Services, Inc.

1.625 % Convertible Senior Notes due 2026

unconditionally guaranteed as to the

payment of principal, premium, if any, and interest by

Energy Services Puerto Rico, LLC

Hornbeck Offshore Services, LLC

Hornbeck Offshore Transportation, LLC

Hornbeck Offshore Operators, LLC

HOS-IV, LLC and

Hornbeck Offshore Trinidad & Tobago, LLC

Purchase Agreement

November 7, 2006

JEFFERIES & COMPANY, INC.

BEAR, STEARNS & CO. INC.

c/o Jefferies & Company, Inc.

520 Madison Avenue

New York, NY 10022

Ladies and Gentlemen:

Hornbeck Offshore Services, Inc., a Delaware corporation (the Company), proposes to issue and sell to the initial purchasers listed on Schedule I hereto (the Initial Purchasers) for whom you are acting as representatives, $220,000,000 principal amount of its 1.625% Convertible Senior Notes due 2026 (the Firm Securities) to be issued pursuant to the provisions of an Indenture dated as of November 13, 2006 (the Indenture) between the Company, each of the subsidiaries of the Company that are parties to the Indenture (collectively, the Guarantors) and Wells Fargo Bank, National Association, as Trustee (the Trustee). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $30,000,000 principal amount of its 1.625% Convertible Senior Notes due 2026 (the Additional Securities, and together with the Firm Securities and the Guarantees (defined below), the Securities) if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such Additional Securities granted to the Initial Purchasers in Section 1 hereof solely to cover over-allotments. The Securities will be fully and unconditionally guaranteed (the Guarantees) as to payment of principal, premium, if any, and interest, if any, on an unsecured senior basis, jointly and severally, by the Guarantors. The


Securities will be in certain circumstances convertible into shares (the Underlying Securities) of common stock of the Company, par value $0.01 per share (the Common Stock). In connection with the offering of the Securities, the Company is entering into (i) Common Stock call option transactions with Jefferies International Limited, Bear, Stearns International Limited and AIG-FP Structured Finance (Cayman) Limited pursuant to the confirmation letters dated November 7, 2006 (the Hedge Transaction) and (ii) warrant transactions with Jefferies International Limited, Bear, Stearns International Limited and AIG-FP Structured Finance (Cayman) Limited pursuant to the confirmation letters dated November 7, 2006 (the Warrant Transaction and together with the Hedge Transaction, the Hedge and Warrant Transaction Documentation).

The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (together with the rules and regulations promulgated there under, the Securities Act), only to qualified institutional buyers (as defined in the Securities Act) in compliance with the exemption from registration provided by Rule 144A under the Securities Act.

Each Initial Purchaser and its direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as defined below) among the Company, the Guarantors and the Initial Purchasers (the Registration Rights Agreement).

In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum (including the documents incorporated by reference therein, the Preliminary Memorandum) and will prepare a final offering memorandum (including the documents incorporated by reference therein, the Final Memorandum and, together with the Preliminary Memorandum, the Offering Memorandum) for the information of the Initial Purchasers and for delivery to prospective purchasers of the Securities. The time when sales of Securities are first made or confirmed by the Initial Purchasers to qualified institutional buyers is referred to as the Time of Sale, and the Preliminary Memorandum, together with the other information referenced on Schedule II hereto, is referred to as the Time of Sale Information.

The Company and each of the Guarantors, jointly and severally hereby agree with the Initial Purchasers as follows:

1. Agreements to Sell and Purchase. The Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as hereinafter provided, and each Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase severally and not jointly, from the Company the Firm Securities at a purchase price of 97.5% of the principal amount thereof (the Purchase Price), in the respective principal amount of Securities set forth opposite such Initial Purchasers name in Schedule I hereto plus accrued interest, if any, from November 13, 2006, to the date of payment and delivery.

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Securities, and the Initial Purchasers shall have the right to purchase in whole, or from time to time in part, up to $30,000,000 principal amount of Additional Securities at the

 

-2-


Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery, solely to cover over-allotments, if any. If you on behalf of the Initial Purchasers exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the principal amount of Additional Securities to be purchased by the Initial Purchasers and the date on which such Additional Securities are to be purchased; provided, however, that the Initial Purchasers may not exercise their option to purchase Additional Securities in whole or in part such that the delivery of any Additional Securities occurs more than 12 calendar days after the delivery of the Firm Securities, unless: (i) neither the Firm Securities nor the Additional Securities are treated as having been issued with more than a de minimis amount of original issue discount for U.S. federal income tax purposes (as defined in Section 1273 of the Code and the Treasury regulations promulgated thereunder), or (ii) the Firm Securities are publicly traded (within the meaning of Treasury Regulation Section 1.1273-2(f)) and either (a) the Additional Securities are treated as having been issued with no more than a de minimis amount of original issue discount for U.S. federal income tax purposes (determined without the application of Treasury Regulation Section 1.1275-2(k)) or (b) on the Pricing Date (as defined below), the yield of the Firm Securities (based on their then fair market value) is not more than 110% of the yield of such Firm Securities on their issue date as defined in Treasury Regulation Section 1.1273-2(a)(2) (or 110% of the coupon rate, if the Firm Securities are treated as having been issued with no more than a de minimis amount of original issue discount for U.S. federal income tax purposes). The Pricing Date shall mean the earlier of (i) the date on which the price of the Additional Securities is established and (ii) the later of (A) seven calendar days before the date on which the price of the Additional Securities is established and (B) the date on which the Companys intention to issue the Additional Securities is publicly announced through one or more media. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice.

The Company and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arms length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities and the Underlying Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and the Guarantors or any other person. Additionally, no Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Initial Purchasers of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Company or the Guarantors. Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.


 

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