Exhibit
4.9
144A GLOBAL
NOTE
T
HIS
N
OTE
IS
ISSUED
WITH
ORIGINAL
ISSUE
DISCOUNT
FOR
PURPOSES
OF
S
ECTION
1271
ET
SEQ
.
OF
THE
I
NTERNAL
R
EVENUE
C
ODE
.
A HOLDER
MAY
OBTAIN
THE
ISSUE
PRICE
,
AMOUNT
OF
ORIGINAL
ISSUE
DISCOUNT
,
ISSUE
DATE
AND
YIELD
TO
MATURITY
FOR
THE
N
OTES
BY
SUBMITTING
A
WRITTEN
REQUEST
FOR
SUCH
INFORMATION
TO
THE
C
OMPANY
AT
THE
FOLLOWING
ADDRESS
:
H ORNBECK
O
FFSHORE
S
ERVICES
,
I NC
.,
103 N ORTHPARK
B
OULEVARD
,
S UITE
300, C
OVINGTON
,
L OUISIANA
70433, A
TTENTION
:
C HIEF
F
INANCIAL
O
FFICER
.
HORNBECK
OFFSHORE SERVICES, INC.
8% Series A
Senior Note due 2017
CUSIP NO.
440543AF3
Hornbeck
Offshore Services, Inc. hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of Two Hundred
Forty-Nine Million Five Hundred Thousand Dollars ($249,500,000) or
such other amount as may be endorsed on the Schedule of Exchanges
of Notes attached hereto on September 1, 2017.
Interest
Payment Dates: March 1 and September 1
Record Dates:
February 15 and August 15
|
|
|
|
H
ORNBECK
O
FFSHORE
S
ERVICES
,
I NC
.
|
|
|
|
By:
|
|
|
|
|
James O. Harp,
Jr.
|
|
|
Executive Vice
President and
|
|
|
Chief Financial
Officer
|
- 1 -
T
RUSTEE
’
S
C
ERTIFICATE
OF
A
UTHENTICATION
:
This is one of
the Notes referred
to in the
within-mentioned Indenture.
|
|
|
|
W
ELLS
F
ARGO
B
ANK
,
N ATIONAL
A
SSOCIATION
,
|
|
as
Trustee
|
|
|
|
By:
|
|
|
|
|
Authorized
Signatory
|
Date of
Authentication: August 17, 2009
- 2 -
(Back of
Note)
8% Series A
Senior Notes due 2017
Unless and
until it is exchanged in whole or in part for Notes in definitive
form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository
or by the Depository or any such nominee to a successor Depository
or a nominee of such successor Depository. Unless this certificate
is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York)
(“DTC”), to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
may be requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or such other entity as may
be requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL in as much as the registered owner hereof,
Cede & Co., has an interest herein.
- 3 -
T
HIS
N
OTE
HAS
NOT
BEEN
REGISTERED
UNDER
THE
S
ECURITIES
A
CT
OF
1933,
AS
AMENDED
(
THE
“S
ECURITIES
A
CT
”),
OR
THE
SECURITIES
LAWS
OF
ANY
STATE
OR
OTHER
JURISDICTION
.
N EITHER
THIS
N
OTE
NOR
ANY
INTEREST
OR
PARTICIPATION
HEREIN
MAY
BE
REOFFERED
,
SOLD
,
ASSIGNED
,
TRANSFERRED
,
PLEDGED
,
ENCUMBERED
OR
OTHERWISE
DISPOSED
OF
IN
THE
ABSENCE
OF
SUCH
REGISTRATION
OR
UNLESS
THE
TRANSACTION
IS
EXEMPT
FROM
,
OR
NOT
SUBJECT
TO
,
SUCH
REGISTRATION
.
T HE
HOLDER
OF
THIS
N
OTE
,
BY
ITS
ACCEPTANCE
HEREOF
,
AGREES
ON
ITS
OWN
BEHALF
AND
ON
BEHALF
OF
ANY
INVESTOR
ACCOUNT
FOR
WHICH
IT
HAS
PURCHASED
N
OTES
,
TO
OFFER
,
SELL
OR
OTHERWISE
TRANSFER
SUCH
N
OTE
,
PRIOR
TO
THE
DATE
(
THE
“R
ESALE
R
ESTRICTION
T
ERMINATION
D
ATE
”)
THAT
IS
[
IN
THE
CASE
OF
R
ULE
144A
OR
IAI
N OTES
:
ONE
YEAR
]
[ IN
THE
CASE
OF
R
EGULATION
S
N OTES
:
40 DAYS
]
AFTER
THE
LATER
OF
THE
ORIGINAL
ISSUE
DATE
HEREOF
AND
THE
LAST
DATE
ON
WHICH
THE
C
OMPANY
OR
ANY
AFFILIATE
OF
THE
C
OMPANY
WAS
THE
OWNER
OF
THIS
N
OTE
(
OR
ANY
PREDECESSOR
OF
SUCH
N
OTE
),
ONLY
(
A
)
TO
THE
C
OMPANY
OR
ANY
OF
ITS
S
UBSIDIARIES
,
( B
)
PURSUANT
TO
A
REGISTRATION
STATEMENT
THAT
HAS
BEEN
DECLARED
EFFECTIVE
UNDER
THE
S
ECURITIES
A
CT
,
( C
)
FOR
SO
LONG
AS
THE
N
OTES
ARE
ELIGIBLE
FOR
RESALE
PURSUANT
TO
R
ULE
144A
UNDER
THE
S
ECURITIES
A
CT
,
TO
A
PERSON
IT
REASONABLY
BELIEVES
IS
A
“Q
UALIFIED
I
NSTITUTIONAL
B
UYER
”
AS
DEFINED
IN
R
ULE
144A
UNDER
THE
S
ECURITIES
A
CT
THAT
PURCHASES
FOR
ITS
OWN
ACCOUNT
OR
FOR
THE
ACCOUNT
OF
A
Q
UALIFIED
I
NSTITUTIONAL
B
UYER
TO
WHOM
NOTICE
IS
GIVEN
THAT
THE
TRANSFER
IS
BEING
MADE
IN
RELIANCE
ON
R
ULE
144A, (
D
)
PURSUANT
TO
OFFERS
AND
SALES
TO
NON
-U.S.
PERSONS
THAT
OCCUR
OUTSIDE
THE
U
NITED
S
TATES
WITHIN
THE
MEANING
OF
R
EGULATION
S
UNDER
THE
S
ECURITIES
A
CT
,
( E
)
TO
AN
INSTITUTIONAL
“A
CCREDITED
I
NVESTOR
”
WITHIN
THE
MEANING
OF
R
ULE
501(
A
)(1),
(2) OR
(7)
UNDER
THE
S
ECURITIES
A
CT
THAT
IS
AN
INSTITUTIONAL
A
CCREDITED
I
NVESTOR
ACQUIRING
THE
N
OTE
FOR
ITS
OWN
ACCOUNT
OR
FOR
THE
ACCOUNT
OF
SUCH
AN
INSTITUTIONAL
A
CCREDITED
I
NVESTOR
FOR
INVESTMENT
PURPOSES
AND
NOT
WITH
A
VIEW
TO
OR
FOR
OFFER
OR
SALE
IN
CONNECTION
WITH
ANY
DISTRIBUTION
IN
VIOLATION
OF
THE
S
ECURITIES
A
CT
,
OR
(
F
)
PURSUANT
TO
R
ULE
144
UNDER
THE
S
ECURITIES
A
CT
OR
ANOTHER
AVAILABLE
EXEMPTION
FROM
THE
REGISTRATION
REQUIREMENTS
OF
THE
S
ECURITIES
A
CT
,
SUBJECT
TO
THE
C
OMPANY
’
S
AND
THE
T
RUSTEE
’
S
RIGHT
PRIOR
TO
ANY
SUCH
OFFER
,
SALE
OR
TRANSFER
PURSUANT
TO
CLAUSE
(
C
),
( D
),
( E
)
OR
(
F
)
TO
REQUIRE
THE
DELIVERY
OF
AN
O
PINION
OF
C
OUNSEL
,
CERTIFICATION
AND
/
OR
OTHER
INFORMATION
SATISFACTORY
TO
EACH
OF
THEM
.
T HIS
LEGEND
WILL
BE
REMOVED
UPON
THE
WRITTEN
REQUEST
OF
THE
H
OLDER
AFTER
THE
R
ESALE
R
ESTRICTION
T
ERMINATION
D
ATE
.
- 4 -
1.
Interest . Hornbeck Offshore Services, Inc., a Delaware
corporation (the “ Company ”), promises to pay
interest on the principal amount of this Note at 8% per annum
from August 17, 2009 until maturity, including if applicable,
Additional Interest payable pursuant to Section 2 of the
Registration Rights Agreement referred to below. The Company will
pay interest semi-annually in arrears on March 1 and
September 1 of each year, commencing March 1, 2010, or if
any such day is not a Business Day, on the next succeeding Business
Day (each an “ Interest Payment Date ”).
Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from
the date of original issuance; provided that if there is no
existing Default or Event of Default in the payment of interest,
and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment
Date, except in the case of the original issuance of Notes, in
which case interest shall accrue from the date of authentication.
The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is the
rate then in effect; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent
lawful. Interest will be computed on the basis of a 360 day year of
twelve 30 day months.
2.
M ETHOD
OF
P
AYMENT
.
The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the
close of business on the February 15 or August 15 next
preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be
payable as to principal, premium, if any, and interest at the
office or agency of the Company maintained for such purpose in New
York, New York or, at the option of the Company, payments of
interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and provided that
payment by wire transfer of immediately available funds will be
required with respect to principal of, and interest and premium, if
any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to a Paying Agent.
Such payments shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts. The principal of the Notes
shall be payable only upon surrender of any Note at the specified
offices of any Paying Agent.
If
the due date for payment of the principal in respect of any Note is
not a Business Day at the place in which it is presented for
payment, the Holder thereof shall not be entitled to payment of the
amount due until the next succeeding Business Day at such place and
shall not be entitled to any further interest or other payment in
respect of any such delay.
3.
P AYING
A
GENT
AND
R
EGISTRAR
.
Initially, Wells Fargo Bank, National Association, the Trustee
under the Indenture, will act as Registrar and Paying Agent at its
Corporate Trust Office in New York, New York, which on the date of
the Indenture is located at 45 Broadway, 14
th
Floor, New
York, New York 10006. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.
- 5 -
4.
I NDENTURE
.
The Company issued the Notes under an Indenture dated as of
August 17, 2009 (“ Indenture ”) among the
Company, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code §§77aaa 77bbbb). The Notes are
subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The Notes are
general unsecured obligations of the Company limited to
$250,000,000 aggregate principal amount in the case of Notes issued
on the Issue Date (as defined in the Indenture).
5.
O PTIONAL
R
EDEMPTION
.
(a) At any
time prior to September 1, 2013, the Company may redeem the
Notes at its option, in whole or in part, at a redemption price
equal to 100% of the principal amount thereof plus the Make Whole
Premium as of, and accrued and unpaid interest, if any, to, the
date of redemption.
(b) At any
time on or after September 1, 2013, the Company shall have the
option to redeem the Notes, in whole or in part, upon not less than
30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period
beginning on September 1 of the years indicated
below:
|
|
|
|
|
|
|
Percentage
|
|
|
2013
|
|
104.000
|
%
|
|
2014
|
|
102.000
|
%
|
|
2015 and
thereafter
|
|
100.000
|
%
|
(c) Further,
prior to September 1, 2012, the Company may redeem on any one
or more occasions Notes representing up to 35% of the aggregate
principal amount of Notes originally issued under the Indenture
(including any Notes originally issued after the Issue Date but
excluding any Series B Notes for purposes of calculating such
amount) at a redemption price of 108.0% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the
redemption date, with the net cash proceeds of one or more
Qualified Equity Offerings, provided that (a) Notes
representing at least 65% of the aggregate principal amount of
Notes originally issued under the Indenture (including any Notes
originally issued after the Issue Date but excluding any Series B
Notes for purposes of calculating such amount) remain outstanding
immediately after the occurrence of each such redemption and
(b) such redemption shall occur within 60 days of the date of
the closing of each such Qualified Equity Offering.
6.
M ANDATORY
R
EDEMPTION
.
Except as set
forth in paragraph 7 below, the Company shall not be required to
make mandatory redemption or sinking fund payments with respect to
the Notes.
- 6 -
7.
P UT
O
PTION
OF
H
OLDER
.
(a) If there
is a Change of Control, the Company shall be required to make an
offer (a “Change of Control Offer”) to purchase all or
any portion (equal to minimum amounts of $2,000 and integral
multiples of $1,000 in excess thereof) of each Holder’s
Notes, at a purchase price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest, if any,
thereon to the date of purchase (the “Change of Control
Payment”). Within 30 days following any Change of Control,
the Company shall give notice to each Holder and the Trustee
describing the transaction that constitutes the Change of Control
and setting forth the procedures governing the Change of Control
Offer as required by the Indenture.
(b) If the
Company or a Restricted Subsidiary consummates any Asset Sales,
within 30 days of each date on which the aggregate amount of Excess
Proceeds exceeds $20,000,000, the Company shall commence an offer
to all Holders of Notes (an “Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to
100% of the principal amount thereof plus accrued and unpaid
interest, if any, thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture; provided,
however , that, if the Company is required to apply such Excess
Proceeds to purchase, or to offer to purchase, any Pari
Passu Indebtedness, the Company shall only be required to offer
to purchase the maximum principal amount of Notes that may be
purchased out of the amount of such Excess Proceeds multiplied by a
fraction, the numerator of which is the aggregate principal amount
of Notes outstanding and the denominator of which is the aggregate
principal amount of Notes outstanding plus the aggregate principal
amount of Pari Passu Indebtedness outstanding. To the extent
that the aggregate principal amount of Notes tendered pursuant to
an Asset Sale Offer is less than the amount that the Company is
required to purchase, the Company may use any remaining Excess
Proceeds for general corporate purposes in any manner not
prohibited by the Indenture. If the aggregate principal amount of
Note