Ares funds report 37,897,551-share Hornbeck warrants
HORNBECK OFFSHORE SERVICES, INC.
Rhea-AI Filing Summary
HORNBECK OFFSHORE SERVICES, INC. (HLX) received an initial ownership report on Form 3 from Ares Management LLC and affiliated entities, stating that various Ares-managed funds and accounts may be deemed to share beneficial ownership of indirect holdings of Hornbeck common stock and associated warrants. The reported positions include warrants on common stock that are immediately exercisable at an exercise price of $0.00001 per share and, according to the disclosure, do not expire, but are subject to citizenship rules and limitations on exercise, sale, transfer or other disposition. The Ares entities and certain individuals emphasize that they disclaim beneficial ownership of securities not held of record by them, including specified managed-account shares.
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Warrants F7, F6, F1, F2, F3 | -- | -- | -- |
| holding | Warrants F7, F6, F4, F5 | -- | -- | -- |
| holding | Common Stock F1, F2, F3 | -- | -- | -- |
| holding | Common Stock F4, F5 | -- | -- | -- |
Footnotes (7)
- F1. Includes: (i) 10,107 shares of Common Stock and 134,887 warrants held by ASOF II A (DE) Holdings I, L.P., (ii) 56,103 shares of Common Stock and 748,260 warrants held by ASOF II Holdings I, L.P., (iii) 1,020,227 shares of Common Stock and 1,095,124 warrants held by ASOF Holdings I, L.P. (together with ASOF II A (DE) Holdings I, L.P. and ASOF II Holdings I, L.P., the "Ares SOF Holders"), (iv) 2,264,402 shares of Common Stock and 79,841 warrants held by ASSF IV AIV B Holdings III, L.P., (v) 72,506 shares of Common Stock and 2,208,429 warrants held by ASSF IV AIV B, L.P. (together with ASSF IV AIV B Holdings III, L.P., the "Ares SSF Holders") and (vi) 161,656 shares of Common Stock and 765,402 warrants held by two accounts managed or subadvised by Ares Management LLC with respect to which the Ares Entities (as defined below) may be deemed to have shared voting or dispositive power with the owners of such accounts (the "Ares Managed Accounts" and, such shares, the "Ares Managed Shares").
- F2. Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Management GP LLC and Ares Voting LLC, which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC, which is the general partner of Ares Management Holdings L.P., which is the sole member of Ares Management LLC, which is (x) the general partner of ASSF Operating Manager IV, L.P., which is the manager of each of the Ares SSF Holders, (y) the sole member of ASOF Investment Management LLC, which is the manager of each of the Ares SOF Holders and (z) the investment manager or investment subadvisor of each of the Ares Managed Accounts.
- F3. We refer to all of the foregoing entities collectively as the Ares Entities. Each of the Ares Entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by it. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners. The Ares Entities disclaim beneficial ownership of the Ares Managed Shares for purposes of Section 16 and this report shall not be deemed an admission that any of the Ares Entities are the beneficial owner of the Ares Managed Shares for purposes of Section 16 or for any other purpose.
- F4. Includes: (i) 4,749,024 shares of Common Stock held by ASOF HOS AIV 1, L.P., (ii) 1,871,251 shares of Common Stock and 16,507,261 warrants held by ASOF HOS AIV 2, L.P. (together with ASOF HOS AIV 1, L.P., the "Ares SOF HOS Holders"), (iii) 14,314,404 shares of Common Stock held by ASSF IV HOS AIV 1, L.P. and (iv) 2,906,183 shares of Common Stock and 21,390,290 warrants held by ASSF IV HOS AIV 2, L.P. (together with ASSF IV HOS AIV 1, L.P., the "Ares SSF HOS Holders").
- F5. ASOF HOS GP, LLC is managed by a board of managers, which is composed of Evan Hoole, Matthew Jill and Naseem Sagati Aghili. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by ASOF HOS GP, LLC. ASOF HOS GP, LLC is the general partner of each of the Ares SSF HOS Holders and the Ares SOF HOS Holders. Accordingly, ASOF HOS GP, LLC may be deemed to share beneficial ownership of the securities held of record by the Ares SSF HOS Holders and the Ares SOF HOS Holders, but disclaims such beneficial ownership.
- F6. The warrants are immediately exercisable but are subject to certain citizenship rules and limitations on exercise, sale, transfer or other disposition. The warrants do not expire.
- F7. The exercise price of the warrants is $0.00001.
Key Figures
Key Terms
beneficial ownership financial
warrants financial
citizenship rules regulatory
disclaims beneficial ownership financial
managed accounts financial
FAQ
What does the Form 3 filed for HLX by Ares Management LLC report?
What are the key warrant terms disclosed in the HLX Form 3?
How are Ares funds and accounts described in relation to HLX securities?
Do the Ares entities claim full beneficial ownership of the HLX securities?
Is there any Rule 10b5-1 trading plan associated with this HLX Form 3?
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