HERCULES OFFSHORE, INC.

HERCULES OFFSHORE, INC. suspended its duty to file periodic reports with the SEC.

listing compliance notice

HERCULES OFFSHORE, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The liquidation plan took effect on December 2, 2016: the common stock and the warrants (expiring November 8, 2021) were cancelled and extinguished, all directors' and officers' terms expired and the board resigned. The company says it intends to file Form 15 to end its SEC registration, after which it will stop filing periodic and current reports. Also on December 2, subsidiary Hercules British Offshore Limited agreed to sell the jackup rigs Hercules Triumph and Hercules Resilience to Magni Drilling Limited for $130 million cash, expected to close on or before January 10, 2017 subject to conditions.

bankruptcy or receivership

The Delaware bankruptcy court confirmed Hercules's modified liquidation plan on November 15, 2016, after a November 1 memorandum decision to confirm it. Under the plan all equity interests in the company are cancelled and extinguished, and beneficial interests in a new Wind Down Entity, which will sell or otherwise dispose of the assets, go to former common stockholders once the plan is consummated. The filing also furnishes monthly operating reports for July, August and September 2016; the July report shows ending cash of about $152.4 million.

bankruptcy or receivership

Hercules and its lender group reached a mediated settlement trimming the first-lien claim from $579 million to $546.5 million and again pushed out the wind-down plan's confirmation deadlines -- the last negotiated step before the liquidation plan was finalized.

asset acquisition disposition

HERCULES OFFSHORE, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Hercules Offshore Middle East agreed to sell jackup rigs Hercules 261, 262 and 266 to Egypt's ADES for $65,088,800 in cash. Closing was expected within 60 days, subject to conditions including novation of certain drilling contracts.

material agreement

HERCULES OFFSHORE, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Nasdaq notified Hercules it would be delisted following its second Chapter 11 filing, with trading suspended June 15, 2016 and the company not planning to appeal -- the end of Hercules Offshore as a listed company; its stock was expected to move to the OTC Pink market if a market maker would even quote it.

listing compliance notice

Hercules and 13 named U.S. subsidiaries filed a pre-packaged Chapter 11 case on June 5, 2016 in Delaware (Case No. 16-11385), after lenders holding about 99.7% of the first lien debt voted to accept the plan, all in favour. This is the liquidating case flagged in the May filings: all assets are to be marketed for sale, with unsold ones going into a wind-down vehicle, and the international subsidiaries are outside the case but part of the sale. Unsecured creditors are to be paid in full; shareholders get their share of $12.5 million on the effective date plus later cash and wind-down interests if their class votes to accept, or only wind-down interests, paid after lenders are paid in full, if it rejects.

bankruptcy or receivership

Hercules transferred the Hercules Highlander rig and its contracts to Maersk Highlander UK, which took on the $196 million final installment. Lenders then accelerated the loans and called the $200 million escrow, and Hercules signed a support agreement for a Chapter 11 controlled wind-down.

asset acquisition disposition

Lenders extended Hercules's forbearance to 31 May 2016 but made it terminable on two business days' notice any time after 4 May. Separately, Jurong Shipyard in Singapore warned that Hercules would be in default under the rig construction contract if it did not take delivery of the Hercules Highlander by 5 May - which the forbearance itself prevents, since the escrow that funds the rig stays locked while it runs.

debt default or forbearance

Five months after emerging from Chapter 11 with a $450 million Jefferies-led term loan, Hercules signed a forbearance agreement running only to 28 April 2016: lenders had asserted breaches of two administrative covenants - registering a Nigerian vessel mortgage and winding up a Gibraltar guarantor - which the company says it may have defences to. While the forbearance runs Hercules cannot draw the $200 million held in escrow and so cannot pay for or take delivery of its newbuild rig Hercules Highlander, and it has agreed to negotiate a recapitalisation, sale or loan restructuring with the lenders.

debt default or forbearance

Hercules emerged from its first Chapter 11 on November 6, 2015, as the plan took effect. It signed a $450.0 million Jefferies-led senior secured term loan maturing May 6, 2020, with $200.0 million of proceeds held in escrow for the remaining payment on the Hercules Highlander newbuild rig. It also set up 5,000,000 warrants to buy new common stock at $70.50 per share, issued to holders of certain old equity interests under the plan, expiring November 8, 2021 or earlier on a change of control or affiliated asset sale. The loan carries covenants including minimum liquidity and, from 2017, a maximum leverage ratio; the filing text provided is truncated, so the share treatment beyond the warrants is not shown.

bankruptcy or receivership

Nasdaq certified HERCULES OFFSHORE, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

In the first Chapter 11 case (filed August 13, 2015), the court confirmed the prepackaged reorganization plan on September 24, 2015, and the confirmation order became final on October 8, 2015 after a single-issue appeal. The company says it will emerge once remaining conditions are met; the filing also furnishes the August 2015 monthly operating report. The filing does not say what happens to existing shareholders' shares.

bankruptcy or receivership

Hercules posted its fleet status report and filed management's unaudited financial projections as part of the second supplement to its prepackaged Chapter 11 plan. The filing carried heavy caveats that the projections were unreliable and not necessarily indicative of future results.

production update

HERCULES OFFSHORE, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Hercules and substantially all of its U.S. subsidiaries filed voluntary Chapter 11 petitions in Delaware on August 13, 2015. Nasdaq staff determined the stock would be delisted and the company did not intend to appeal; noteholders voted overwhelmingly for the plan and trade creditors were expected to be paid in full.

bankruptcy or receivership

Hercules and more than two-thirds of its noteholders agreed to a pre-packaged Chapter 11 restructuring that would wipe out roughly $1.2 billion of notes and its remaining 2038 convertibles in exchange for new equity and $450 million of new first-lien debt (partly to finish the newbuild rig Hercules Highlander) -- the company's first bankruptcy filing is now just a formality away.

debt financing

Nasdaq warned Hercules that its stock had closed below the $1.00 minimum bid price for 30 straight days, starting a 180-day clock (to September 21, 2015) to regain compliance or face delisting -- a classic penny-stock distress signal as the oil-price crash deepened.

listing compliance notice

Hercules disclosed that Angola's Sonangol had rejected three straight proposed local compliance representatives, forcing termination of the Hercules 267's drilling contract there -- the rig had already sat at zero dayrate since April 2014, and losing the contract cuts an estimated $91.8 million from the company's backlog. (Corrected from contract_award: the filing describes a contract termination, not an award.)

material agreement termination

Hercules completed the refinancing, stripping covenants and lien protections from the old 7.125% notes and closing the new $300 million 6.750% notes sale -- the last of its debt-cost improvements before the downturn began.

debt financing

Hercules sold $300 million of 6.750% notes due 2022 to fund a tender offer for its 7.125% secured notes from the 2012 Ocean Columbia financing -- its cost of debt kept falling into early 2014, just before the oil-price crash hit the industry.

debt financing

Hercules completed the refinancing, stripping most covenants from the old 10.50% notes via noteholder consent and closing the new $300 million 7.50% notes sale -- retiring its most expensive crisis-era debt.

debt financing

Hercules sold $300 million of 7.50% notes due 2021 to fund a tender offer for its $300 million of 10.50% notes issued during the 2009 crisis -- a real improvement in its cost of debt.

debt financing

The rig Hercules 265 sustained extensive damage and was pulled from the market -- a real casualty amid an otherwise still-strong rate cycle.

production update

Hercules completed the $400 million notes sale funding its Discovery Offshore acquisition and newbuild rig payments, and separately extended its revolving credit facility to 2018 at reduced pricing -- a rare improvement in credit terms.

debt financing

Hercules agreed to sell $400 million of 8.750% senior notes due 2021, with proceeds (plus ~$104 million from the liftboat/inland-barge sales) earmarked to fund the Discovery Offshore acquisition and a $333.9 million final payment for the newbuild rigs Discovery Triumph and Discovery Resilience.

debt financing

Hercules moved to exit the liftboat business it was built on -- selling its entire U.S. Gulf of Mexico liftboat fleet (29 marketed, 10 cold-stacked) to All Coast, LLC for about $54 million -- while launching a tender offer for the rest of Discovery Offshore S.A., a $400 million note offering, and a buyback that retired all but $7 million of its original 2038 convertible notes: a wholesale repositioning into modern high-spec jackups.

capital raising announcement

Hercules used proceeds from its new $500 million notes to pay off and retire its entire 2007 credit facility (a $140 million revolver and roughly $434 million term loan), completing its refinancing with no penalties.

debt financing

Hercules sold $500 million of new notes -- $300 million secured at 7.125% and $200 million unsecured at 10.25% -- to help pay for the Ocean Columbia rig acquisition; the double-digit coupon on the unsecured tranche shows its borrowing costs were still junk-rated years after the 2009 crisis.

debt financing

Hercules sold 20 million shares (plus a 3 million-share over-allotment option) at $5.10 each to help fund its acquisition of the jackup rig Ocean Columbia -- still raising equity at 2009-crisis-era prices even as it funded a growth purchase.

material agreement

Hercules announced offerings of up to 20 million shares (plus 3 million over-allotment) and up to $500 million of notes to repay its term loan and help fund the $40 million Ocean Columbia purchase, with a three-year Saudi Aramco contract. It also warned of first-quarter rig downtime.

capital raising announcement

Hercules posted its January 2012 fleet status report, showing Hercules 262 with a new 907-day Saudi Aramco contract at $79-81K after shipyard work, alongside Hercules 261's existing 984-day Aramco contract.

production update

The jackup rig Hercules 185, working offshore Angola for Cabinda Gulf Oil (Chevron), was found to have a detached spud can during a routine inspection and will sit at zero dayrate for an estimated six months while it's assessed and repaired, an insured loss subject to a $3.5 million deductible.

drilling progress report

Hercules posted its monthly fleet status report as of July 27, 2011, giving contract dayrates and durations for each rig and June 2011 liftboat data. It noted continued Gulf of Mexico permit delays as a risk.

production update

Hercules closed its acquisition of Seahawk Drilling's 20 Gulf of Mexico jackup rigs, funded with about 22.3 million new Hercules shares plus roughly $25 million cash -- completing the consolidation of a bankrupt competitor's fleet.

asset acquisition disposition

Hercules agreed to buy all 20 jackup rigs of rival Seahawk Drilling out of Chapter 11 bankruptcy for $100 million ($25 million cash plus 22.3 million Hercules shares valued at just $3.36 each, versus the $33.95 it had paid for its own stock in 2008) -- consolidating the jackup market as a weaker competitor failed, while also flagging a non-cash impairment on its own cold-stacked rigs amid the post-Macondo drilling slowdown.

capital raising announcement

Hercules said new MMS safety and supplemental-plan notices issued June 8 and June 18, 2010 could delay customers' Gulf of Mexico drilling permits. It expected its idle rigs and those finishing contracts to struggle to win new work until permits were issued.

production update

Hercules completed the $300 million secured notes offering, finishing the string of equity and debt raises it needed to avoid tripping its credit-facility covenants in 2009 -- expensive financing, but the immediate default risk was addressed.

debt financing

Hercules agreed to sell $300 million of 10.50% senior secured notes due 2017, guaranteed by its subsidiaries, with proceeds earmarked to pay down its term loan.

debt financing

Hercules closed out its stock offering with a small over-allotment (1.3 million more shares, ~$6.3 million) and priced its new $300 million notes at a steep 10.50% coupon -- expensive, high-yield-market pricing that reflects the market's view of its credit risk.

capital raising announcement

Hercules announced plans to privately place up to $300 million of senior secured notes due 2017, the next step in shoring up its balance sheet after the covenant-breach warning.

capital raising announcement

Hercules agreed to sell 17.5 million shares of common stock in a public offering at $5.00 per share ($4.7625 net of underwriting discounts), with a 30-day option for 2.625 million more shares. The sale closed on September 30, 2009.

material agreement

With the drilling downturn underway, Hercules persuaded holders of $45.8 million of its 2038 convertible notes to swap them for 7.76 million new shares, shrinking the notes outstanding to about $95.9 million -- trading dilution for debt reduction, the first sign of balance-sheet stress since the notes were sold in 2008.

capital raising announcement

Hercules posted its Fleet Status Report on its website, showing contract dayrate and duration for each drilling rig as of April 23, 2009, plus liftboat revenue per day and operating days for March 2009.

production update

Hercules posted its Fleet Status Report on its website, showing rig contract dayrates and durations as of February 19, 2009, and liftboat revenue per day and operating days for January 2009.

production update

Hercules posted its Fleet Status Report on its website, showing rig contract dayrates and durations as of January 20, 2009, and liftboat revenue per day and operating days for December 2008.

production update

Hercules posted its Fleet Status Report on its website, showing rig contract dayrates and durations as of December 17, 2008, and liftboat revenue per day and operating days for November 2008.

production update

Hercules raised $250 million selling 3.375% convertible notes due 2038, using $49.2 million of the proceeds to buy back 1.45 million shares at $33.95 and the rest to pay down its revolver -- new long-dated debt taken on near the top of the offshore drilling cycle.

capital raising announcement

Hercules posted its Fleet Status Report on its website, showing rig contract dayrates and durations as of February 20, 2008, and liftboat revenue per day and operating days for January 2008.

production update

Hercules completed its acquisition of TODCO on July 11, 2007, paying about $925.8 million in cash and issuing about 56.6 million shares. It funded the cash with a new $1.05 billion credit facility ($900 million term loan plus $150 million revolver) and terminated its 2005 credit agreement.

asset acquisition disposition

Hercules filed Amendment No. 1 to the TODCO merger registration statement, keeping the same terms (about $924.4 million cash and 56.6 million shares) and now filling in the blanks: a joint stockholder vote on July 11, 2007 in Houston, with a May 30, 2007 record date. The merger cannot close unless both companies' shareholders approve.

business combination

Hercules filed the registration statement (Form S-4) for the TODCO merger it agreed in March. It sets the deal at about $924.4 million in cash plus about 56.6 million Hercules shares (0.979 Hercules shares plus $16.00 per TODCO share), and asks Hercules holders to vote on issuing the shares, electing three directors and adding 6,800,000 shares to the 2004 incentive plan (1,200,000 if the merger fails). Meeting date and time were left blank; this is the formal paperwork for the deal already announced, not a new transaction.

business combination

Hercules agreed to acquire TODCO, a much larger jackup drilling company, in a deal worth about $930.7 million cash plus 56.9 million new Hercules shares -- roughly doubling the company's size in its biggest move yet.

business combination

Hercules closed the Halliburton liftboat purchase at $51.6 million, adding 13 liftboats and a Nigeria shore base through new subsidiary Hercules Oilfield Services -- completing its second major West Africa expansion in a year.

asset acquisition disposition

Hercules agreed to buy 8 more liftboats from Halliburton's West Africa operations (plus rights to 5 managed vessels and a Nigeria shore base) for about $50 million plus a three-year earnout, extending its West Africa liftboat push begun with the 2005 Danos deal.

material agreement

Hercules tripled its revolving credit line to $75 million, cut its interest rate and pushed the maturity out to 2010, replacing prior investment caps with a collateral-coverage test -- a sign lenders were comfortable extending more capacity as the company's acquisition-driven growth continued.

material agreement

Hercules agreed to buy five more liftboats (plus one under construction) from Laborde Marine Lifts for $52 million, its second liftboat-fleet purchase in six months.

material agreement

Hercules completed its first major fleet deal since IPO, buying a group of liftboats from Danos Marine for $44 million and gaining its first foothold in Nigeria; one vessel damaged in Hurricane Katrina remains subject to a price adjustment pending the insurance outcome.

asset acquisition disposition