November 6, 2015
These FAQs are based on the Company’s knowledge on the date hereof. The FAQs may not contain all the
information that is relevant for your purposes. Please see our public filings with the Securities and
Exchange Commission for additional information.
General
FAQs
1. What did Hercules Offshore, Inc. (the “Company” or “Hercules”) announce?
On November 6, 2015, Hercules Offshore, Inc. announced that it has completed its financial
restructuring and closed the transaction under its confirmed pre-packaged plan of reorganization (the
“pre-pack”) under Chapter 11 of the U.S. Bankruptcy Code.
2. What are the details of the restructuring?
Our financial restructuring has been completed through a substantial deleveraging transaction
pursuant to which approximately $1.2 billion of the Company’s outstanding notes were converted to
96.9% of new common equity; the remaining 3.1% of new common equity and warrants were
distributed to existing equity holders that did not opt out of the release provisions under the Plan, and
$450 million in new debt financing has been provided by the holders of the senior notes, which will
fully fund the remaining construction cost of the Hercules Highlander and provide additional liquidity
to fund the Company’s operations.
The Company has issued 20,000,000 shares of New Common Stock.
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Investor
FAQs
3. How does this announcement affect my stock?
The Plan calls for the existing common stockholders who did not opt out of certain releases to receive
3.1% of the new common stock in addition to warrants in consideration for their existing common
stock as described more completely in the Plan. Existing common stock is cancelled under the Plan
and will cease to trade.
4. How much New Common Stock will I receive?
Existing stockholders will receive one share of New Common Stock for approximately every 269 shares
of existing stock. Said another way, for every 1,000 shares of existing common stock existing
stockholders will receive approximately 3.72 shares of New Common Stock.
In addition, for every 1,000 shares of existing common stock stockholders will receive warrants to
purchase approximately 30.01 shares of New Common Stock at a strike price of approximately $70.50
per share as more fully described in the Warrant Agreement.
Under the terms of our Plan, distribution of New Common Stock and warrants will be rounded to the
nearest whole share with half shares or warrants or less being rounded down and fractions in excess
of half of a share or warrant being rounded up. The New Common Stock calculation for holders with
less than 134 existing shares will round to zero and these holders are not expected to receive a
distribution of New Common Stock. The Warrant calculation for holders with less than 16 existing
shares will round to zero and these holders are not expected to receive a distribution of Warrants.
Please refer to the Plan for full details.
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Example calculations for existing stockholders:
Number of existing shares held:
New Shares per existing share
Calculated share count includes a
fraction greater than one half and
rounds up to the nearest whole
number
New Common Stock shares distributed
Number of existing shares held:
Warrants per existing share
Calculated warrant count includes a
fraction greater than one half and
rounds up to the nearest whole
number
Number of Warrants distributed
Number of existing shares held:
New Shares per existing share
Calculated share count includes a
fraction of one half or less and
rounds down to the nearest whole
number
New Common Stock shares distributed
Number of existing shares held:
Warrants per existing share
Calculated warrant count includes a
fraction of one half or less and
rounds down to the nearest whole
number
Number of Warrants distributed
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1,250
X 0.00372120
4.6515
5
1,250
X 0.03000969
37.5121125
38
1,400
X 0.00372120
5.20968
5
1,400
X 0.03000969
42.013566
42
5. How will I be notified of my distribution?
Shareholders will be contacted by their broker or directly by our transfer agent, American Stock
Transfer, indicating the number of New Common Stock and Warrants that have been distributed.
6. What is my cost basis in the New Common Stock?
Hercules does not provide tax advice. Stockholders should consult their own tax advisor to determine
the U.S. federal income tax consequences, as well as any other consequences under other U.S., state,
local, and foreign tax laws.
7. Where will New Common Stock be traded?
Shares of New Common Stock have been approved for listing on Nasdaq under the ticker symbol
HERO.
These FAQs are for information purposes only and are not a solicitation to accept or reject any proposals
herein or an offer to sell or a solicitation of an offer to buy any securities of the Company.
Cautionary Statement
Statements above that are not historical fact are forward-looking statements, including the matters related
to the restructuring and issuance of New Common Stock and warrants, and the impact of the restructuring
on our investors, operations, customers, vendors and employees. Forward-looking statements by their
nature involve substantial risks, uncertainties and assumptions, including without limitation, market
conditions, government and regulatory actions and other factors described in the risks and uncertainties
described in our periodic reports filed with the Securities and Exchange Commission. Many of these factors
are beyond our ability to control or predict.
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