Hornbeck Offshore adopts new stockholder rights planCompany News // July 5, 2013
Hornbeck Offshore Services says its Board of Directors have adopted a new stockholder rights plan to replace the company's previous stockholder rights plan, which expired on June 17, 2013.
Similar to the expired plan, the new rights plan is designed to enable all stockholders to realize the full value of their investment and to provide for fair and equal treatment for stockholders if an unsolicited attempt is made to acquire the company.
Further, by providing defence against the accumulation of company stock by third parties, the board feels that the new plan provides the company with another tool to protect its US citizenship qualification under US maritime law.
To implement the plan, the Board of Directors has declared a dividend distribution of one right for each share of the company's common stock outstanding on July 15, 2013. A right will also attach to each share of the company's common stock issued after July 15, 2013 during the effectiveness of the rights plan.
Each right represents the right, under certain circumstances, to purchase 1/100th of a share of a series of preferred stock of the company at an exercise price of US$250 per right. The rights will be represented by and trade with the company's common stock certificates unless the rights become exercisable.
The rights become exercisable, with certain exceptions, only if a person or group acquires, or announces a tender or exchange offer for, 10 per cent or more of the shares of the company's common stock without prior Board approval.
In such event, unless earlier redeemed for $0.001 per right, the rights will be exercisable for shares of Hornbeck common stock having a value of twice the rights' then current exercise price.
In addition, in the event of certain business combinations, the rights permit the holders to purchase the common stock of the acquiror at a 50 per cent discount. Rights held by the acquiring person will become null and void in each case.
The rights plan contains an exception to the 10 per cent threshold for persons or groups holding more than 10 per cent on the date the rights plan became effective and in certain other limited circumstances. Such persons or groups are restricted from acquiring additional shares or increasing their percentage except in certain limited circumstances described in the rights plan. The new rights expire on June 30, 2023.