Index to Financial Statements

Index to Financial Statements

Index to Financial Statements

~~Index~~As tofiled ~~Financial~~with ~~Statements~~the U.S. Securities and Exchange Commission on December 7, 2023.

AsRegistration ~~filed with the Securities and Exchange Commission on September , 2003~~ No. 333-

~~Registration~~UNITED ~~No.~~STATES ~~333-~~

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

~~Hornbeck~~UNDER ~~Offshore Services, Inc.~~

~~(Exact~~THE SECURITIES ~~name~~ACT ofOF ~~registrant~~1933 ~~as specified in its charter)~~

Delaware		72-1375844		4424
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)		(Primary Standard Industrial Classification Code Number)

Hornbeck Offshore Services, Inc.

~~103~~(Exact ~~Northpark~~name ~~Boulevard, Suite~~of ~~300~~registrant as specified in its charter)

Covington, Louisiana 70433

Delaware

4424

72-1375844

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

~~(985)~~103 ~~727-2000~~Northpark Boulevard, Suite 300

~~(Address~~Covington, ~~including~~Louisiana ~~zip~~70433 ~~code, and telephone number, including area code, of registrant’s principal executive offices)~~

~~Todd~~Telephone: M.(985) ~~Hornbeck~~727-2000

~~President~~(Address, ~~Chief~~including ~~Executive~~zip ~~Officer~~code, and ~~Secretary~~telephone number, including area code, of registrant’s principal executive offices)

~~103 Northpark~~Todd ~~Boulevard,~~M. ~~Suite~~Hornbeck ~~300~~

~~Covington~~Chairman of the Board, ~~Louisiana~~President ~~70433~~and Chief Executive Officer

~~(985)~~103 ~~727-2000~~Northpark Boulevard, Suite 300

~~(Name~~Covington, ~~address,~~Louisiana ~~including~~70433 ~~zip code, and telephone number, including area code, of agent for service)~~

~~Copies to~~Telephone: (985) 727-2000

R. Clyde Parker, Jr., Esq.		T. Mark Kelly, Esq.
Mark W. Eisenbraun, Esq.		Vinson & Elkins L.L.P.
Winstead Sechrest & Minick P.C.		1001 Fannin, Suite 2300
2400 Bank One Center		First City Tower
910 Travis Street		Houston, Texas 77002
Houston, Texas 77002		(713) 758-2222
(713) 650-8400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~Approximate~~With ~~date~~copies ~~of commencement of proposed sale~~ to ~~the public~~:

AsMatthew ~~soon~~R. asPacey, ~~practicable~~P.C.Bryan ~~after~~D. ~~this~~FlanneryKirkland ~~Registration~~& ~~Statement~~Ellis ~~becomes~~LLP609 ~~effective~~Main StreetHouston, TX 77002(713) 836-3786 T. Mark Kelly E. Ramey Layne Vinson & Elkins LLP845 Texas AvenueHouston, TX 77002(713) 758-2222

IfApproximate ~~any~~date of ~~the~~commencement ~~securities~~of ~~being~~proposed ~~registered~~sale ~~on this Form are~~ to bethe ~~offered~~public: onAs asoon ~~delayed~~as orpracticable ~~continuous~~after ~~basis~~this ~~pursuant~~Registration toStatement ~~Rule~~is ~~415 under the Securities Act, check the following box~~declared effective. ¨

If ~~this~~any ~~Form~~of isthe ~~filed~~securities tobeing ~~register~~registered ~~additional~~on ~~securities~~this ~~for~~Form anare ~~offering pursuant~~ to ~~Rule~~be ~~462(b)~~offered ~~under~~on ~~the~~a ~~Securities~~delayed ~~Act,~~or ~~check~~continuous ~~the~~basis ~~following~~pursuant ~~box~~to ~~and~~Rule ~~list~~415 under the Securities Act ~~registration statement number~~ of ~~the~~1933 ~~earlier~~check ~~effective registration statement for~~ the ~~same~~following ~~offering.~~box: ¨ ☐

If this Form is afiled ~~post-effective~~to ~~amendment~~register ~~filed~~additional securities for an offering pursuant to Rule 462(cb) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(dc) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ☐

If ~~delivery~~this ofForm ~~the prospectus~~ is ~~expected~~a topost-effective beamendment ~~made~~filed pursuant to Rule ~~434,~~462(d) ~~please~~under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐

~~CALCULATION~~Indicate OFby ~~REGISTRATION~~check ~~FEE~~mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Title of Each Class of Securities to be Registered		Proposed MaximumAggregate OfferingPrice(1)(2)		Amount of Registration Fee(4)
Common Stock, par value $.01 per share(3).		$86,250,000		$6,978

~~(1)~~If ~~Includes~~an ~~shares~~emerging ofgrowth ~~common~~company, ~~stock~~indicate ~~that~~by ~~the~~check ~~underwriters~~mark ~~may~~if ~~purchase~~the ~~from~~registrant ~~Hornbeck~~has ~~Offshore~~elected not to ~~cover~~use ~~over-allotments,~~the ifextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

~~(2)~~The ~~Estimated~~registrant ~~solely~~hereby ~~for~~amends ~~the~~this ~~purpose~~registration ofstatement ~~calculating~~on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration ~~fee~~statement ~~pursuant~~shall tothereafter ~~Rule~~become ~~457~~effective in accordance with Section 8(oa) ~~under~~of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

(3) Including associated preferred stock purchase rights. Prior to the occurrence of certain events, the preferred stock purchase rights will not be evidenced or traded separately from our common stock.

(4) Pursuant to Rule 457(p) under the Securities Act, the $6,978 registration fee is to be offset against the $11,638 previously paid for the registration fee relating to Hornbeck Offshore’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 22, 2002, Registration No. 333-96833, and subsequently withdrawn before the sale of any securities covered thereby.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

~~Index~~The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to ~~Financial~~sell ~~Statements~~these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~The~~Subject information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to ~~sell~~Completion, ~~nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale~~dated is , ~~not~~2024 ~~permitted.~~

~~Subject~~PROSPECTUS ~~to completion. Dated September 19, 2003.~~

LOGO

Hornbeck Offshore Services, Inc. ~~Common Stock~~

~~This~~Common isStock ~~an initial public offering of shares of common stock of Hornbeck Offshore Services, Inc. All of the shares are being sold by the company.~~

~~Prior~~This tois ~~this~~an ~~offering,~~initial ~~there~~public ~~has~~offering ~~been~~of noshares ~~public~~of ~~market for~~our ~~the~~ common stock. ItWe isare ~~currently~~offering shares ~~estimated~~of ~~that~~our ~~the~~common ~~initial~~stock. ~~public~~Certain ~~offering~~selling ~~price~~stockholders ~~per~~identified ~~share~~in ~~will~~this beprospectus ~~between~~are ~~$ and~~offering shares ~~$ .~~of ~~Hornbeck~~our ~~Offshore’s~~ common stock ~~will be traded on under the symbol “~~ .”

~~See~~Prior “to this offering, there has been no public ~~Risk~~market ~~Factors~~for our common stock. We estimate that the initial public offering price per share will be between $ and $ . See “Underwriting” ~~beginning~~for ona ~~page~~discussion 9of the factors to ~~read~~be ~~about~~considered ~~factors~~in ~~you~~determining ~~should~~the ~~consider~~initial ~~before~~offering ~~buying~~price. ~~shares~~We ofintend to apply to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “HOS. ”

~~Neither~~Investing ~~the~~in ~~Securities~~shares ~~and Exchange Commission nor any other regulatory body has approved or disapproved~~ of ~~these~~our ~~securities~~common orstock involves ~~passed~~significant ~~upon the accuracy or adequacy of this prospectus~~risks. ~~Any~~See ~~representation~~“Risk toFactors” ~~the~~beginning ~~contrary~~on ~~is a criminal offense~~page 30.

~~Per~~Neither ~~Share~~the ~~Total~~Securities ~~Initial~~and ~~public~~Exchange Commission ~~offering~~nor ~~price~~any $other $regulatory ~~Underwriting~~body ~~discount~~has $approved $or ~~Proceeds,~~disapproved ~~before~~of ~~expenses,~~these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to ~~Hornbeck~~the ~~Offshore~~contrary $is $a criminal offense.

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from Hornbeck Offshore at the initial public offering price less the underwriting discount.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholders	$	$

~~The underwriters~~(1) ~~expect~~We have agreed to ~~deliver~~reimburse the ~~shares~~underwriters ~~against~~for ~~payment~~certain inexpenses. ~~New~~See ~~York, New York on , 2003~~“Underwriting. ”

~~Goldman~~We and the selling stockholders have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of our common stock from us at the initial public offering price, ~~Sachs~~less &the Counderwriting discounts and commissions. We ~~Jefferies~~will &not ~~Company~~receive any proceeds from the sale of shares of our common stock by the selling stockholders, ~~Inc~~including upon the sale of shares of our common stock by the selling stockholders if the underwriters exercise their option.

~~Simmons~~The &underwriters ~~Company~~expect to deliver the shares of common stock to purchasers on or about , 2024.

~~International~~J.P. Morgan Barclays

~~Johnson~~DNB ~~Rice~~Markets &Piper ~~Company,~~Sandler ~~L.L.C.~~Guggenheim Securities Raymond James

~~Prospectus~~BTIG ~~dated ,~~Johnson ~~2003.~~Rice & Company Pickering Energy Partners Seaport Global Securities


		Academy Securities				Drexel Hamilton

Prospectus dated , 2024

~~Index~~TABLE toOF ~~Financial~~CONTENTS ~~Statements~~

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or Commission. In making your investment decision, you should rely only on the information contained in this prospectus. We have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may change after that date.


	Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		x
SUMMARY		1
RISK FACTORS		30
USE OF PROCEEDS		63
DIVIDEND POLICY		64
CAPITALIZATION		65
DILUTION		66
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		68
BUSINESS		104
MANAGEMENT		130
EXECUTIVE COMPENSATION		139
PRINCIPAL AND SELLING STOCKHOLDERS		159
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		162
DESCRIPTION OF CAPITAL STOCK AND WARRANTS		164
SHARES ELIGIBLE FOR FUTURE SALE		168
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		171
UNDERWRITING		176
LEGAL MATTERS		182
EXPERTS		182
WHERE YOU CAN FIND MORE INFORMATION		182
INDEX TO FINANCIAL STATEMENTS		F-1

~~WHERE~~Through ~~YOU~~and ~~CAN~~including , 2024 ~~FIND~~(the ~~MORE~~25th ~~INFORMATION~~day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

WeNeither ~~have~~we, ~~filed with~~ the selling ~~Commission~~stockholders, anor ~~registration~~the ~~statement~~underwriters on(and ~~Form S-1~~any ~~under~~of ~~the~~our ~~Securities~~or ~~Act~~their ofaffiliates) ~~1933~~have ~~related~~done toanything ~~the~~that ~~common~~would ~~stock~~permit ~~offered by~~ this ~~prospectus.~~offering Asor ~~allowed~~possession byor ~~Commission~~distribution ~~rules,~~of this prospectus ~~does not contain all of the information contained~~ in ~~the~~any ~~registration~~jurisdiction ~~statement.~~where ~~The~~action ~~complete~~for ~~registration statement~~that ~~and~~purpose ~~the~~is ~~documents filed as exhibits to the registration statement are available to the public over the Internet at the Commission’s website at http://www.sec.gov. If you have a question on any contract~~required, ~~agreement or~~ other than ~~document~~in ~~filed as an exhibit to~~ the ~~registration~~United ~~statement, please see the exhibits for a more complete description of the matter involved~~States. ~~Under~~Persons ~~the~~outside ~~terms of~~ the ~~indenture~~United ~~governing~~States ~~our~~who ~~10 5/8%~~obtain ~~senior~~this ~~notes,~~prospectus wemust ~~have~~inform ~~been~~themselves ~~filing with the Commission annual reports on Form 10-K~~about, ~~quarterly reports on Form 10-Q~~ and ~~current~~observe ~~reports~~any onrestrictions ~~Form~~relating ~~8-K. As a result of this offering we will become subject~~ to, the ~~information~~offering ~~and reporting requirements~~ of the ~~Securities~~shares ~~Exchange Act~~ of ~~1934~~common ~~and,~~stock ~~in accordance with those requirements, we will continue to file periodic reports, proxy statements~~ and ~~other information with~~ the ~~Commission.~~distribution ~~The~~of ~~reports~~this ~~that~~prospectus outside ~~we file with the Commission are available free~~ of ~~charge at~~ the ~~Commission’s~~United ~~website named above, as well as at our website at http://www~~States.~~hornbeckoffshore.com~~ ~~under the caption “Investors.”~~

~~You~~i may also read and copy any document we have filed with the Commission at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-732-0330 for further information on the operation of the public reference facilities.

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this prospectus, including certain information set forth in the sections entitled “Prospectus Summary,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have based these forward-looking statements on our current views and assumptions about future events and our future financial performance. You can generally identify forward-looking statements by the appearance in such a statement of words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should” or “will” or other comparable words or the negative of these words. When you consider our forward-looking statements, you should keep in mind the risk factors we describe and other cautionary statements we make in this prospectus.

Among the risks, uncertainties and assumptions to which these forward-looking statements may be subject are:

• changes in international economic and political conditions;

• changes in oil and natural gas prices;

• activity levels in the energy markets;

~~Index~~COMMONLY toUSED ~~Financial~~DEFINED ~~Statements~~TERMS

•As ~~increases~~used in ~~supply~~this ofprospectus, ~~new~~unless ~~vessels;~~the context indicates or otherwise requires, the terms listed below have the following meanings:

•“2023 ~~demand~~Equity ~~for~~Incentive ~~refined~~Plan” ~~petroleum~~means ~~products~~Hornbeck orOffshore inServices, ~~methods~~Inc. 2023 Equity Incentive Plan, the form of ~~delivery~~which is attached as Exhibit 10.4;

•“2020 ~~loss~~Management Incentive Plan” means the 2020 Management Incentive Plan of ~~existing~~Hornbeck ~~customers~~Offshore Services, Inc., a copy of which is attached as Exhibit 10.2, as amended by that certain First Amendment to 2020 Management Incentive Plan of Hornbeck Offshore Services, Inc. a copy of which is attached as Exhibit 10.3;

•“Annual ~~changes~~Financial inStatements” ~~laws~~means the audited consolidated financial statements of Hornbeck Offshore Services, Inc. at December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, for the period from September 5, 2020 to December 31, 2020 (Successor) and for the period from January 1, 2020 to September 4, 2020 (Predecessor);

•“Ares” ~~financial~~means ~~stability~~Ares ofManagement ~~our~~Corporation ~~customers~~(NYSE: ARES);

•“ASC” ~~retention~~means ofFinancial ~~skilled~~Accounting ~~employees~~Standards Board Accounting Standards Codification;

•“CO2e/kboe” ~~our~~means ~~ability~~carbon todioxide ~~finance~~equivalent ~~our~~per ~~operations~~thousand onbarrels ~~acceptable~~of ~~terms~~oil ~~and access the debt and equity markets to fund our capital requirements, which may depend on general market conditions and our financial condition at the time~~equivalent;

•“Company,” “Hornbeck,” “we,” “our” ~~ability~~or to“us” ~~complete~~means, ~~vessels~~unless otherwise ~~under~~indicated ~~construction~~or ~~without~~the ~~significant~~context ~~delays~~otherwise orrequires, ~~cost~~Hornbeck ~~overruns~~Offshore Services, Inc., a Delaware corporation, and its consolidated subsidiaries;

•“Creditor ~~the~~Warrants” ~~effects~~means those certain warrants issued to certain claimants in settlement of ~~competition~~certain pre-Chapter 11 Cases liabilities;

•“ECO” ~~our~~means ~~ability~~Edison toChouest ~~integrate acquisitions successfully~~Offshore;

•“ECO ~~our~~Acquisitions” ~~ability~~means tothe ~~charter~~ECO ~~our~~Acquisitions ~~vessels~~#1 onand ~~acceptable~~the ~~terms~~ECO Acquisitions #2; ~~and~~

•“ECO ~~our~~Acquisitions ~~success~~#1” atmeans ~~managing~~the ~~these~~acquisition ~~risks.~~of six high-spec OSVs effected pursuant to the definitive purchase agreements the Company entered into with certain affiliates of ECO on January 10, 2022, as amended;

~~Our~~“ECO ~~forward-looking~~Acquisitions ~~statements~~#2” ~~are~~means ~~only predictions based on expectations that we believe are reasonable. Actual events or results may differ materially from those~~the ~~described~~acquisition inof ~~any~~six ~~forward~~high-~~looking~~spec ~~statement.~~OSVs Weeffected ~~undertake~~as nocontemplated ~~obligation~~by tothe ~~update~~controlling orpurchase ~~revise~~agreement ~~any~~the ~~forward-looking~~Company ~~statements,~~entered ~~whether~~into aswith aNautical, ~~result~~an ofECO ~~new information~~affiliate, ~~future~~on ~~events or otherwise. To the extent these risks~~December 22, ~~uncertainties and assumptions give rise to events that vary from our expectations~~2022, ~~the~~as ~~forward-looking~~subsequently ~~events~~divided ~~discussed~~into inseparate ~~this~~agreements ~~prospectus~~and ~~may~~as ~~not~~each ~~occur.~~is amended;

ii“Effective Date” means September 4, 2020, the date the Company emerged from its Chapter 11 Cases in the United States Bankruptcy Court for the Southern District of Texas, Houston Division;

“Exit Second Lien Term Loans” means our outstanding term loans under the Second Lien Credit Agreement;

“Financial Statements” means our Annual Financial Statements and our Quarterly Financial Statements;

“First Lien Credit Agreement” means that certain first lien term loan credit agreement, dated the Effective Date (as amended and restated pursuant to that certain Amendment No. 1 to First Lien Credit Agreement and Amendment No. 1 to the Effective Date Junior Lien Intercreditor Agreement, dated December 22, 2021, as further amended pursuant to that certain First Amendment to Restated First Lien Credit Agreement, dated June 6, 2022, as further amended pursuant to that certain Interest Rate Replacement Index Agreement and Second

~~Index~~ Amendment to ~~Financial~~First ~~Statements~~Lien Credit Agreement, dated July 27, 2023), by and among the Company, as parent borrower, Hornbeck Offshore Services, LLC, as co-borrower, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto;

“GAAP” means United States ~~PROSPECTUS~~generally ~~SUMMARY~~accepted accounting principles;

This summary highlights selected information described more fully elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read the entire prospectus, including the financial statements and related notes, before making an investment decision with respect to our common stock. You should pay special attention to the “~~Risk~~Gulf ~~Factors~~Island” ~~section~~means ofGulf ~~this~~Island ~~prospectus~~Shipyards, ~~for~~LLC; ~~a discussion of factors you should consider before investing in our common stock.~~

~~References in this prospectus to~~ “~~the company,~~high-specification” ~~“we,”~~or “~~us,~~high-spec” ~~“our~~means,” orwhen ~~like~~referring ~~terms refer~~ to ~~Hornbeck Offshore Services~~OSVs, ~~Inc.~~vessels ~~and~~with ~~its~~cargo-carrying ~~subsidiaries,~~capacity ~~except as otherwise indicated. References in this~~of ~~prospectus~~between ~~to “OSVs” mean offshore supply vessels; to “deepwater” mean offshore areas~~3,500 ~~generally~~and ~~1,000' to~~ 5,000' inDWT ~~depth~~(i.e., ~~and~~primarily ~~ultra-deepwater~~265 ~~areas,~~to ~~generally~~280 ~~more~~class ~~than~~OSV 5notations),~~000'~~ inand ~~depth;~~dynamic-positioning tosystems ~~“deep~~with ~~well” mean~~ a ~~well~~DP-2 ~~drilled~~classification toor ahigher; ~~true~~for ~~vertical~~the ~~depth~~avoidance of 15doubt,~~000'~~ orany ~~greater;~~MPSV ~~and~~is toa ~~“new generation,” when referring to OSVs, mean deepwater~~high-~~capable~~spec ~~vessels~~vessel (other ~~subject~~than toany ~~the~~MPSVs ~~regulations~~of ~~promulgated~~greater ~~under~~than ~~the International Convention on Tonnage Measurement of Ships~~5,000 ~~1969~~DWT, which ~~was~~are ~~adopted~~ultra ~~by the United States and made effective for all U.S.~~high-~~flagged~~spec vessels); ~~in 1992.~~

~~Hornbeck~~“Highbridge” ~~Offshore~~means ~~Services,~~Highbridge Capital ~~Inc.~~Management LLC;

We“Jones ~~are~~Act aWarrants” ~~leading~~means ~~provider~~those ofcertain ~~technologically~~warrants ~~advanced,~~issued ~~new~~to ~~generation~~certain ~~OSVs serving the offshore oil and gas industry, primarily in the~~ non-U.S. ~~Gulf~~citizens ~~of Mexico and~~ in ~~select~~settlement ~~international~~of ~~markets.~~certain ~~Our~~pre-Chapter ~~OSV~~11 ~~business~~Cases ~~focuses~~liabilities ~~on complex exploration~~ and ~~production~~in ~~activities,~~connection ~~which~~with ~~include~~subsequent ~~deepwater,~~private ~~deep~~offerings ~~well and other logistically demanding projects. We are also a leading transporter~~ of ~~petroleum products through our tug and tank barge segment, serving~~ the ~~energy~~Company’s ~~industry~~equity; ~~in the northeastern United States and Puerto Rico.~~

~~Demand~~“low-specification” ~~for our OSV services is primarily driven by the drilling of deep wells, whether in the deepwater~~ or “low-spec” ~~on the U.S. Continental Shelf~~means, ~~and~~when ~~other~~referring ~~complex exploration and production projects that require specialized drilling and production equipment. According~~ to ~~the Minerals Management Service~~OSVs, orvessels ~~MMS,~~with incargo-carrying ~~2002~~capacity ~~the deepwater region accounted for 68% and 38%~~ of ~~the~~less ~~total~~than ~~U.S. Gulf of Mexico oil and natural gas production~~2,500 ~~respectively,~~DWT ~~up substantially from 4% and 1% in 1990~~(i. ~~In addition~~e., ~~the~~primarily ~~MMS~~200 ~~estimates~~class ~~that~~OSV ~~deep reservoirs on the Continental Shelf may hold up to 20 tcf of undiscovered natural gas~~notations), ~~which compares favorably to the approximately 26 tcf of existing proven natural gas reserves in the entire U.S. Gulf of Mexico. As the trend toward these deeper, larger~~ and ~~more complex projects emerged in the mid~~dynamic-~~1990s,~~positioning wesystems ~~recognized~~with ~~that~~a ~~conventional, 180' OSVs were not well~~DP-~~suited~~1 toclassification ~~effectively service these projects~~ or tolower; operate in the challenging environments in which they were conducted. Since that time, we have constructed 16 new generation OSVs based on the proprietary designs of our in-house team of naval architects and have acquired six additional new generation OSVs. We also expect delivery of one additional new generation OSV in December 2003.

~~All~~“mid-specification” ofor ~~our OSVs have enhanced capabilities that allow them to more effectively support the premium drilling equipment required for deep drilling and related~~“mid-spec” ~~specialty~~means, ~~services.~~when Inreferring ~~contrast~~ to ~~conventional, 180'~~ OSVs, ~~our~~ vessels ~~have~~with ~~dynamic~~cargo ~~positioning~~carrying ~~capability, as well as greater range, and storage and off-loading~~ capacity, ~~features that are essential to the efficient servicing~~ of ~~deep~~between ~~well drilling projects given the typical size~~2,500 ~~depth, complexity~~ and ~~location~~3,500 ofDWT ~~such projects~~(i.e., Weprimarily ~~are~~240 ~~capable~~class ~~of providing~~ OSV ~~services~~notations), ~~to our customers anywhere in the world~~ and wedynamic ~~are~~positioning ~~actively~~systems ~~pursuing additional contracts in select international markets. Our fleet of 22 OSVs is among the youngest in the industry~~ with ~~an average age of approximately three years. Upon completion of this offering, we will be the only publicly traded company with~~ a ~~significant fleet of U.S.~~DP-~~flagged,~~2 ~~new generation~~classification ~~OSVs.~~or higher;

~~Our~~“Nautical” ~~tug~~means ~~and~~Nautical ~~tank barge fleet consists of 12 ocean-going tugs~~Solutions, ~~16 ocean-going tank barges and one coastwise tanker~~L.L.C., Wean ~~believe~~ECO ~~our~~affiliate; ~~tug and tank barge business complements our OSV business by~~

1“Navieras” means a shipping company, qualified under the laws of Mexico, that may own or operate vessels and naval artifacts, including in the Mexican coastwise trade;

“PEMEX” means Petroleos Mexicanos;

“Petrobras” means Petroleo Brasileiro S.A.;

“principal stockholders” means funds, investment vehicles or accounts managed or advised by Ares, Whitebox or Highbridge or their respective affiliates that own shares of our common stock;

“Quarterly Financial Statements” means the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022;

“Replacement First Lien Term Loans” means our first-lien replacement term loans under the First Lien Credit Agreement, the balance of which we repaid in full in August 2023;

“Second Lien Credit Agreement” means that certain second lien term loan credit agreement, dated the Effective Date (as amended pursuant to that certain Amendment No. 1 to Second Lien Credit Agreement and Amendment No. 1 to the Effective Date Junior Lien Intercreditor Agreement, dated December 22, 2021, as further amended pursuant to that certain Second Amendment to Second Lien Credit Agreement, dated June 6, 2022, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among the Company, as parent borrower, Hornbeck Offshore Services, LLC, as co-borrower, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto;

iii

~~Index~~“Surety” tomeans ~~Financial~~Zurich ~~Statements~~Insurance Company of America and Fidelity & Deposit Company of Maryland;

~~providing~~“ultra ~~additional~~high-specification” ~~revenue~~or ~~and~~“ultra ~~geographic~~high-spec” ~~diversification~~means, ~~and~~when ~~allowing~~referring us to ~~offer another line of services to integrated oil and gas companies. Demand for our tug~~ ~~and~~OSVs, ~~tank~~vessels ~~barge~~with ~~services~~cargo-carrying iscapacity ~~primarily driven by the level~~ of ~~refined~~greater ~~petroleum~~than ~~product consumption in the northeastern United States and Puerto Rico~~5,000 ~~our~~DWT ~~core operating markets~~(i.e., ~~The~~300 ~~Energy~~class ~~Information~~OSV ~~Administration,~~notations or ~~EIA~~higher), ~~projects~~and ~~that~~dynamic-positioning ~~refined petroleum~~systems ~~product~~with ~~consumption~~a inDP-2 ~~the~~classification ~~East~~or ~~Coast~~higher; ~~region~~for of the ~~United~~avoidance ~~States~~of ~~will~~doubt, any ~~increase~~MPSV byof angreater ~~average~~than of5,000 ~~1.7%~~DWT ~~per~~is ~~year~~an ~~from~~ultra ~~2002~~high-spec tovessel; ~~2010.~~and

~~Our~~“Whitebox” ~~Competitive~~means ~~Strengths~~Whitebox Advisors LLC.

~~Technologically~~iv Advanced Fleet of OSVs. Our new generation OSVs have significantly more capacity and operate more efficiently than conventional, 180' OSVs. Our proprietary vessels incorporate sophisticated technologies and are designed specifically to operate safely in complex and challenging environments. These technologies include dynamic positioning, roll reduction, controllable pitch thrusters and our unique cargo handling systems, which permit high volume transfer rates of liquid mud and dry bulk. We believe that we earn higher average dayrates and maintain higher utilization rates than our peers due to the superior capabilities of our OSVs, our five-year track record of safe and reliable performance and the collaborative efforts of our in-house design team in providing marine engineering solutions to our customers.

Young OSV Fleet. We believe that we operate the youngest fleet of U.S.-flagged OSVs. While the average age of the industry’s conventional, 180' U.S.-flagged OSV fleet is approximately 24 years, the average age of our OSV fleet is approximately three years. Newer vessels generally experience less downtime and require significantly less maintenance and scheduled drydocking costs compared to older vessels. We believe that our operation of new technologically advanced OSVs gives us a competitive advantage in obtaining long-term contracts for our vessels and in attracting and retaining crews.

Commitment to Safety and Quality. As part of our commitment to safety and quality, we have voluntarily pursued and received certifications and classifications that are not generally held by other companies in our industry. Safety is an increasingly important consideration for oil and gas operators due to the environmental and regulatory sensitivity associated with offshore drilling and production activity. We believe that customers recognize our commitment to safety and that our strong reputation and performance history provide us with a competitive advantage.

Leading Presence in Core Target Markets. Our 22 OSVs comprise the second largest fleet of technologically advanced, new generation OSVs qualified for work in the U.S. Gulf of Mexico. Currently, 18 of our OSVs operate in that area. We also operate one of the largest fleets of tugs and tank barges for the transportation of petroleum products in Puerto Rico and believe that we are the fourth largest tank barge transporter of petroleum products in New York Harbor. We believe that having scale in our selected markets benefits our customers and provides us with operational efficiencies.

Successful Track Record of Vessel Construction and Acquisitions. Our management has significant naval architecture, marine engineering and shipyard experience. We believe that our history of designing and constructing 16 new generation OSVs on time and on budget provides us with a competitive advantage in obtaining contracts for our vessels prior to their actual delivery. Our company has designed its operations and management systems in contemplation of growth through new vessel construction and acquisitions. To date, we have successfully completed and integrated four acquisitions involving 13 ocean-going tugs and 13 ocean-going tank barges, one acquisition of a coastwise tanker and two acquisitions involving six 220' new generation OSVs.

~~Index~~GLOSSARY toOF ~~Financial~~TERMS ~~Statements~~

~~Favorable~~The ~~OPA~~following 90are ~~Fleet Status. Data~~abbreviations ~~provided~~and bydefinitions ~~a U.S. Coast Guard report dated September 2001 indicates that 38%~~ of ~~the~~certain ~~then~~terms ~~remaining~~used ~~single-hulled~~in ~~tank~~this ~~barge fleet capacity would need to be retired by 2005~~document, aswhich ~~mandated~~are bycommonly ~~the~~used ~~Oil~~in ~~Pollution Act of 1990, or OPA 90. According to~~ the ~~report,~~offshore ~~the~~support ~~5.5 million barrels of single-hulled tank barge capacity required to be phased out by 2005 represented 22% of the total 24.9 million barrel single- and double-hulled tank barge capacity that~~vessel ~~existed~~industry: in 2001. Because 10 of our 15 single-hulled tank barges are not required to be replaced or retrofitted with double hulls until 2015, we believe that we enjoy a competitive advantage over operators who have a higher percentage of single-hulled tank barges that must be retired or modified to add double hulls before 2005.

~~Experienced~~“active ~~Management~~utilization” ~~Team~~means, ~~with~~when ~~Proven~~referring ~~Track~~to ~~Record. Our~~OSVs ~~executive~~or ~~management~~MPSVs, ~~team~~the ~~has an~~ weighted-average ofrate 19that ~~years~~active ofvessels ~~domestic~~are utilized, ~~and~~or ~~international~~generating ~~marine~~revenues, ~~transportation~~based ~~industry-related~~on ~~experience.~~a ~~We believe~~denominator ~~that~~comprised ~~our~~only ~~team~~of ~~has~~vessel-days ~~successfully~~available ~~demonstrated~~for ~~its~~service ~~ability~~by tothe ~~grow~~active ~~our~~ fleet, ~~through~~which ~~new~~excludes ~~construction~~the ~~and~~impact ~~strategic~~of ~~acquisitions~~inactive ~~and~~or tostacked ~~secure~~vessel ~~profitable~~days; ~~contracts for our vessels in both favorable and unfavorable market conditions.~~

~~Our~~“average ~~Strategy~~dayrate” means, when referring to OSVs or MPSVs, average revenue per day, which includes charter hire, crewing services and net brokerage revenues, based on the number of days during the period that the OSVs or MPSVs, as applicable, generated revenue. For purposes of vessel brokerage arrangements, this calculation excludes that portion of revenue that is equal to the cost of in-chartering third-party equipment paid by customers;

~~Apply~~“average ~~Existing~~utilization” ~~and~~means, ~~Develop~~when ~~New Technologies~~ referring to ~~Meet our Customers’ Vessel Needs. Our new generation~~ OSVs ~~are~~or ~~designed~~MPSVs, ~~to meet~~ the ~~higher~~weighted-average ~~capacity~~rate ~~and~~that ~~performance~~vessels ~~needs of our clients’ increasingly more complex drilling and production programs. We~~ are ~~committed~~utilized, toor ~~applying~~generating ~~existing~~revenues, ~~and~~based ~~developing~~on ~~new technologies to maintain~~ a ~~technologically advanced fleet that will enable us to meet the developing needs of our customers for OSVs and ocean~~365-~~going~~day ~~tugs~~year; ~~and tank barges.~~

~~Expand~~“BOEM” ~~Fleet~~means ~~Through~~the ~~Newbuilds~~Bureau ~~and Strategic Acquisitions. We plan to expand our fleet through construction~~ of ~~new~~Ocean ~~vessels,~~Energy ~~including construction~~Management; of new generation OSVs and double-hulled tank barges, retrofitting of certain vessels and through strategic acquisitions. We believe that acquisition opportunities are likely to arise as consolidation continues in our two industry segments. We intend to use our expertise and experience to evaluate and execute strategic acquisitions where the opportunity exists to expand our service offerings in our core markets and create or enhance long-term client relationships.

~~Pursue~~“cabotage ~~Optimal~~laws” ~~Mix~~means oflaws ~~Long-Term~~pertaining ~~and Short-Term Contracts. We seek~~ to ~~balance~~the ~~our~~privilege ~~portfolio~~ of ~~customer~~owning ~~contracts by entering into both long-term~~ and ~~short-term~~operating ~~charters.~~vessels ~~Long-term~~in ~~charters,~~the ~~which contribute to higher utilization rates~~navigable, ~~provide~~territorial ~~us with more predictable~~waters ~~cash flow. Most~~ of ~~our~~a ~~long-term~~nation; ~~charters contain annual dayrate escalation provisions. Short-term charters provide the opportunity to benefit from increasing dayrates in favorable market cycles.~~

~~Build~~“coastwise ~~Upon~~trade” ~~Existing~~means ~~Customer Relationships. We intend to build upon existing customer relationships by expanding~~ the ~~services we offer to those customers with diversified marine~~ transportation ~~needs.~~of ~~Many~~merchandise ~~integrated~~or ~~oil~~passengers ~~and~~by ~~gas~~water, ~~companies~~or ~~require~~by ~~OSVs~~land ~~to support their exploration~~ and ~~production activities~~water, ~~and~~between ~~ocean-going~~points ~~tugs~~in ~~and~~the ~~tank~~United ~~barges~~States, toeither ~~support~~directly ~~their~~or ~~refining,~~via ~~trading~~a ~~and~~foreign ~~retail~~port ~~distribution~~within ~~activities.~~the ~~Moreover,~~meaning ~~many~~ of ~~our~~46 ~~customers~~U.S.C. ~~that~~Chapter 551 ~~conduct~~and ~~operations~~any ~~internationally~~successor ~~have~~statutes ~~expressed~~thereto, ~~interest~~as inamended ~~chartering~~or ~~our~~supplemented ~~OSVs~~from intime ~~such~~to ~~markets.~~ time;

~~Optimize~~“deep-well” ~~Tug~~means ~~and~~a ~~Tank~~well ~~Barge Operations. Due~~drilled to ~~OPA~~a 90true ~~phase-out~~vertical ~~requirements~~depth of ~~single-hulled barges~~15,000’ ~~the~~or ~~total~~greater, ~~barrel-carrying~~regardless ~~capacity~~ of ~~existing~~whether ~~tank~~the ~~vessels~~well ~~transporting petroleum products domestically is projected to decline significantly from~~was ~~its~~drilled ~~current level without a commensurate increase~~ in ~~newbuildings and retrofittings. In addition,~~ the ~~energy~~shallow ~~industry~~water ~~is increasingly outsourcing its marine transportation requirements and focusing on safety and reliability as a key determinant in the awarding~~ of ~~new business. We believe that these trends will improve~~ the ~~balance~~Outer ofContinental ~~supply~~Shelf ~~and~~or ~~demand, and result~~ in ~~improved~~the ~~barge~~deepwater ~~utilization~~or ~~and~~ultra-deepwater; ~~dayrates.~~

3“deepwater” means offshore areas, generally 1,000’ to 5,000’ in depth;

“DP-1,” “DP-2” and “DP-3” mean various classifications of dynamic positioning systems on vessels to automatically maintain a vessel’s position and heading through anchor-less station-keeping;

“DWT” means deadweight tons;

“effective dayrate” means the average dayrate multiplied by the average utilization rate;

“flotel” means on-vessel accommodations services, such as lodging, meals and office space;

“GoM” means the U.S. GoM and the Mexico GoM;

“IRM” means inspection, repair and maintenance, also known as “IMR,” or inspection, maintenance and repair, depending on regional preference;

“Jones Act” means the U.S. citizenship and cabotage laws principally contained in 46 U.S.C. § 50501(a), (b) and (d) and 46 U.S.C. Chapters 121 and 551 and any successor statutes thereto;

“Jones Act-qualified” means, when referring to a vessel, a U.S.-flagged vessel qualified to engage in domestic coastwise trade under the Jones Act;

“long-term contract” means a time charter of one year or longer in duration;

~~Index~~“Mexico toGoM” ~~Financial~~means ~~Statements~~the territorial waters of Mexico in the Gulf of Mexico;

~~Recent~~“MPSV” ~~Developments~~means a multi-purpose support vessel, and we consider all of our MPSVs to be high-spec or ultra high-spec;

~~Acquisitions~~“MSC” ofmeans Six New Generation OSVs. On June 26, 2003, we acquired five 220' new generation OSVs from Candy Marine Investment Corporation. Subsequently, on August 6, 2003, we acquired an additional 220' new generation OSV from Candy. We financed a portion of the ~~purchase price~~Military ~~for~~Sealift ~~these~~Command; vessels with $24 million in proceeds from a private placement of our common stock completed in July 2003. We issued an additional $6 million of common stock to Candy as part of the purchase price of the first acquisition.

~~Amendment~~“OSV” tomeans ~~Revolving~~an ~~Credit~~offshore ~~Facility. On~~supply ~~June 26~~vessel, ~~2003,~~ ~~concurrent~~also ~~with~~known ~~the~~as ~~initial~~a ~~Candy acquisition~~“PSV,” weor ~~amended~~platform ~~our~~supply ~~$50~~vessel, ~~million~~depending ~~revolving~~on ~~credit~~regional preference; ~~facility with a syndicate of three banks to increase our borrowing base from $25 million to $50 million.~~

~~International~~“ROV” ~~Expansion. On~~means ~~July 11, 2003, we commenced operating under~~ a ~~two-year~~remotely ~~time~~operated ~~charter~~vehicle; pursuant to which one of our OSVs, the HOS Deepwater, provides services to PEMEX in the Gulf of Mexico. In addition, on May 10, 2003, we mobilized a third vessel, the HOS Dakota, for service offshore Trinidad & Tobago. Both of these vessels, as well as our other two OSVs operating offshore Trinidad & Tobago, retain their U.S.-flag status and will be able to return to Jones Act service in the U.S. Gulf of Mexico after expiration of their respective charters.

~~Delivery~~“SOV” ofmeans ~~the~~service ~~HOS Greystone. On~~operation ~~September 17, 2003, we took delivery of the HOS Greystone, our third 240 ED class OSV and the third~~ vessel; ~~to be delivered under our current OSV newbuild program. We expect to take delivery of one additional 240 ED class vessel, the HOS Silverstar, in December 2003.~~

We“ultra-deepwater” ~~were~~means ~~formed~~offshore ~~as a Delaware corporation in 1997. Our principal executive offices are located at 103 Northpark Boulevard~~areas, ~~Suite~~generally ~~300,~~more ~~Covington,~~than ~~Louisiana 70433~~5,000’ ~~and~~in ~~our~~depth; ~~telephone number is (985) 727-2000. Our website address is http://www.hornbeckoffshore.com.~~

4“U.S. GoM” means the territorial waters of the United States in the Gulf of Mexico; and

“USCG” means United States Coast Guard.

~~Index~~MARKET toAND ~~Financial~~INDUSTRY ~~Statements~~DATA

~~The~~This ~~Offering~~prospectus includes market and industry data and forecasts that we have derived from publicly available information, various industry publications, other published industry sources and our internal data and estimates.

~~The~~Additionally, ~~following~~our internal data and estimates are based upon information ~~assumes~~obtained ~~that~~from trade and business organizations and other contacts in the ~~underwriters~~markets ~~will~~in which we operate. Although we believe these third-party sources are reliable as of their respective dates, we have not ~~purchase~~had ~~additional~~this information ~~shares~~further ofverified ~~common~~by ~~stock~~any other independent sources. These sources include industry data from usWood inMackenzie’s ~~this~~Emissions ~~offering~~Benchmarking toTool, ~~cover~~a ~~over~~report titled “Offshore Wind Market Report: 2023 Edition,” dated August 2023, by the U.S. Department of Energy (the “DoE Report”), a report titled “Short-~~allotments~~Term Energy Outlook,” dated May 2023, by the U.S. ~~Please~~Energy ~~read~~Information Administration (the “~~Underwriting~~2023 EIA Outlook”), a report titled “Macro and OSV Demand Drivers Outlook,” dated September 2023, by Rystad Energy Consultants, and a report titled “OSV Market Study,” dated September 2023, by Fearnley Offshore Supply. Similarly, our internal research is based upon our understanding of industry conditions. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in our estimates and these third-party sources.

Common stock offered by us shares Common stock to be outstanding immediately after this offering shares Use of proceeds We estimate that our net proceeds from this offering will be approximately $ million. We plan to use the proceeds to fund a portion of the cost of the construction of ocean-goingTRADEMARKS, ~~double-hulled~~TRADENAMES ~~tank~~AND ~~barges,~~SERVICE ~~the~~MARKS retrofit of certain existing vessels, possible future acquisitions or additional new vessel construction, and for general corporate purposes. We do not currently have any agreements or understandings with respect to any acquisition targets. Pending these uses, we may repay debt under our revolving credit facility, which can be reborrowed. Proposed ticker symbol “ ”

~~The~~We ~~number~~own ofor ~~shares~~have rights to trademarks or trade names that we use in conjunction with the operation of ~~common stock~~our tobusiness beand ~~outstanding~~that ~~immediately~~appear ~~after~~in this prospectus. ~~offering~~This ~~listed~~prospectus ~~above~~also ~~does~~contains ~~not~~trademarks, ~~take~~service ~~into~~marks, ~~account~~trade 2names and copyrights of other companies which,~~308~~ to our knowledge,~~611~~ ~~shares~~are the property of ~~our~~their ~~common~~respective ~~stock~~owners. ~~issuable~~Solely ~~upon~~for ~~exercise~~convenience, oftrademarks ~~options~~and ~~previously~~trade ~~granted~~names referred to in ~~employees~~this ~~and~~prospectus ~~non-employee~~may ~~directors~~appear ~~and~~without 1the ® or ™ symbols,~~063,889 additional~~ ~~shares~~but the absence of ~~our~~such ~~common~~symbols ~~stock~~does ~~that~~not ~~have~~indicate ~~been~~the ~~authorized~~registration status of the trademarks and ~~reserved~~is ~~for~~not ~~issuance~~intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our ~~incentive~~rights ~~compensation~~or ~~plan~~the right of the applicable licensor to such trademarks and trade names.

~~Risk~~BASIS ~~Factors~~OF PRESENTATION

~~See~~Unless ~~“Risk~~otherwise ~~Factors”~~indicated ~~beginning~~or onthe ~~page~~context 9otherwise ~~for~~requires, areferences ~~discussion~~in ofthis ~~certain~~prospectus ~~factors~~to ~~you~~the ~~should~~“Company,” ~~consider~~“Hornbeck,” “we,” ~~before~~“us” ~~investing~~and in “our” ~~common~~refer ~~stock~~to Hornbeck Offshore Services, Inc. and its consolidated subsidiaries.

Our historical financial position and results of operations for the year ended December 31, 2022 (Successor), the year ended December 31, 2021 (Successor) and the period from September 5, 2020 through December 31, 2020 (Successor) may not be comparable to the historical financial position and results of operations for the period from January 1, 2020 through September 4, 2020 (Predecessor). We emerged from our Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, or the Bankruptcy Court on September 4, 2020 (the “Chapter 11 Cases”), and as a result, our financial statements after September 4, 2020 reflect the effect of our reorganization under the Chapter 11 Cases and application of fresh-start accounting. References to “Successor” in this prospectus relate to our financial position and results of operations subsequent to September 4, 2020, the date of our emergence from bankruptcy, and references to “Predecessor” in this prospectus relate to our financial position and results of operations prior to, and including, September 4, 2020. For more information about this basis of presentation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 to the Annual Financial Statements included elsewhere in this prospectus.

vii

~~Index~~Unless otherwise stated, discussions surrounding our vessels are as of October 31, 2023 and include the two vessels delivered in November 2023 and the one remaining vessel expected to ~~Financial~~be ~~Statements~~delivered by December 31, 2023 as part of the ECO Acquisitions #2, but due to supply chain constraints such delivery could extend into early 2024. Such discussions also include two partially constructed Jones Act-qualified MPSV newbuilds to be completed pursuant to our settlement with the Surety, which we expect to be delivered in 2025. Our vessels exclude four OSVs that we operate on behalf of the U.S. Navy.

~~Summary~~PRESENTATION ~~Financial~~OF ~~Information~~ CERTAIN FINANCIAL MEASURES

We disclose and discuss EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow as non-GAAP financial measures in this prospectus. We define EBITDA as earnings (net income or loss) before interest, income taxes, depreciation and amortization. Adjusted EBITDA reflects certain adjustments to EBITDA for gains or losses on early extinguishment of debt, terminated debt refinancing costs, stock-based compensation expense and interest income. In ~~thousands~~addition, ~~except~~Adjusted ~~per~~EBITDA ~~share~~excludes non-cash gains or losses on the fair value adjustment of liability-classified warrants, as well as restructuring costs and ~~operating~~reorganization ~~data~~items, net related to the Company’s voluntary relief in 2020 under Chapter 11 of the U.S. Bankruptcy Code and the application of fresh-start accounting under ASC 852, Reorganizations. We define Adjusted Free Cash Flow as Adjusted EBITDA less cash paid for deferred drydocking, cash paid for maintenance capital expenditures, cash paid for interest and cash paid for (refunds of) income taxes. Our measures of EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow may not be comparable to similarly titled measures presented by other companies. Other companies may calculate EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow differently than we do, which may limit their usefulness as comparative measures.

~~The~~We ~~following~~view ~~table presents summary financial information regarding our company~~EBITDA, ~~which~~Adjusted ~~should~~EBITDA ~~be read in conjunction with,~~ and isAdjusted ~~qualified~~Free inCash ~~its~~Flow ~~entirety~~primarily byas ~~reference~~liquidity tomeasures and, ~~our~~as ~~historical~~such, ~~consolidated~~we ~~financial~~believe ~~statements,~~that the ~~notes~~GAAP tofinancial ~~those~~measure ~~statements,~~most ~~and~~directly ~~“Management’s~~comparable ~~Discussion~~to ~~and Analysis~~those ofmeasures ~~Financial~~is ~~Condition~~cash ~~and~~flows ~~Results~~provided ofby ~~Operations”~~operating ~~included~~activities. ~~elsewhere~~Because inEBITDA, ~~this~~Adjusted ~~prospectus.~~EBITDA ~~The~~and ~~summary~~Adjusted ~~financial~~Free ~~information~~Cash ~~set~~Flow ~~forth~~are ~~below~~not asmeasures of ~~and~~financial ~~for~~performance calculated ~~the~~in ~~years~~accordance ~~ended~~with ~~December 31~~GAAP, ~~2000,~~they ~~2001~~should ~~and~~not ~~2002~~be ~~has~~considered ~~been~~in ~~derived~~isolation ~~from~~or ~~our audited~~as ~~consolidated~~a ~~financial~~substitute ~~statements~~for operating income, ~~and~~net ~~the~~income ~~summary~~or ~~financial~~loss, ~~information~~cash ~~set~~flows ~~forth~~provided ~~below~~by asoperating, ofinvesting and ~~for~~financing ~~the six-month periods ended June 30~~activities, ~~2002~~or ~~and~~other ~~2003~~income ~~has~~or ~~been~~cash ~~derived~~flow ~~from~~statement data ~~our~~prepared ~~unaudited~~in ~~consolidated~~accordance ~~financial~~with ~~statements~~GAAP.

	Year Ended December 31,									Six Months EndedJune 30,
	2000			2001			2002			2002			2003
										(Unaudited)
Statement of Operations Data:
Revenues	$	36,102		$	68,791		$	92,585		$	44,058		$	53,357
Operating expenses		20,410			32,371			48,043			21,448			28,666
General and administrative expenses		3,355			8,473			10,271			5,053			5,713
Operating income		12,337			27,947			34,271			17,557			18,978
Interest income		305			1,455			667			448			115
Interest expense		15,478			16,646			16,207			7,796			8,574
Other income (expense)(1)		(138	)		—			55			—			707
Income (loss) before income taxes		(2,974	)		12,756			18,786			10,209			11,226
Income tax expense		1,550			5,737			7,139			3,879			4,263
Net income (loss)		(4,524	)		7,019			11,647			6,330			6,963
Per Share Data:
Basic net income (loss)	$	(0.36	)	$	0.27		$	0.39		$	0.21		$	0.22
Diluted net income (loss)	$	(0.36	)	$	0.27		$	0.38		$	0.21		$	0.22
Weighted-average basic shares outstanding		12,594			25,661			30,245			30,188			31,006
Weighted-average diluted shares outstanding		12,594			25,760			30,652			30,276			31,446
Balance Sheet Data (at period end):
Cash and cash equivalents	$	32,988		$	53,203		$	22,228		$	36,821		$	14,747
Property, plant and equipment, net		98,935			180,781			226,232			207,708			297,965
Total assets		147,148			258,817			278,290			268,526			356,092
Total long-term debt(2)		82,557			171,976			172,306			172,249			211,486
Total stockholders’ equity		38,197			59,866			71,876			66,557			106,356
Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities	$	5,741		$	33,345		$	24,955		$	15,272		$	13,405
Investing activities		(15,324	)		(88,328	)		(55,771	)		(31,478	)		(71,376	)
Financing activities		36,427			75,198			(159	)		(176	)		50,490
Other Financial Data (unaudited):
EBITDA(3)	$	17,667		$	37,072		$	47,289		$	23,357		$	27,417

EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow are widely used by investors and other users of our financial statements as supplemental financial measures that, when viewed with our GAAP results and the accompanying reconciliations, we believe provide additional information that is useful to gain an understanding of the factors and trends affecting our ability to service debt, pay deferred taxes and fund drydocking charges, maintenance capital improvements and non-vessel capital expenditures. We also believe the disclosure of EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow helps investors or lenders meaningfully evaluate and compare our cash flow generating capacity from quarter to quarter and year to year.

6EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow are also financial metrics used by management as supplemental internal measures for planning and forecasting overall expectations and for evaluating actual results against such expectations; for short-term cash bonus incentive compensation purposes; to compare to the EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow of other companies when evaluating potential acquisitions; and to assess our ability to service existing fixed charges and incur additional indebtedness. Additionally, we have historically made certain adjustments to EBITDA to internally evaluate our performance based on the computation of ratios used in certain financial covenants of our credit agreements with various lenders, whenever applicable. Currently, the Company’s Second Lien Credit Agreement includes an incurrence test for the issuance of unsecured debt. The test requires a fixed charge coverage ratio of at least 2.0 to 1.0 at the time any unsecured debt is incurred. The fixed charge coverage ratio is calculated using certain adjustments to EBITDA defined by the Second Lien Credit Agreement, which adjustments are consistent with those reflected in Adjusted EBITDA in this prospectus. In addition, we believe that, based on covenants in prior credit facilities, future debt arrangements may require compliance with certain ratios that will likely include EBITDA or Adjusted EBITDA in the computations. Adjusted EBITDA is also currently utilized in connection with the Company’s short-term cash bonus incentive compensation programs.

viii

~~Index~~For definitions of EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow and reconciliations to the most directly comparable measure under GAAP, see “Summary—Summary Historical Financial ~~Statements~~and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

	Year Ended December 31,									Six Months EndedJune 30,
	2000			2001			2002			2002			2003
										(Unaudited)
Other Operating Data (unaudited):
Offshore Supply Vessels:
Average number(4)		6.8			7.8			11.0			9.8			13.7
Average utilization rate(5)		93.4	%		99.1	%		94.9	%		95.9	%		91.0	%
Average dayrate(6)	$	8,435		$	11,872		$	12,176		$	11,795		$	12,220
Tugs and Tank Barges:
Average number of tank barges(7)		7.0			12.3			16.0			16.0			15.8
Average fleet capacity (barrels)(7)		451,655			847,780			1,130,727			1,130,727			1,133,797
Average barge size (barrels)(7)		64,522			68,109			70,670			70,670			71,893
Average utilization rate(5)		71.4	%		84.4	%		78.1	%		80.4	%		75.4	%
Average dayrate(8)	$	8,982		$	8,944		$	9,499		$	9,505		$	11,239

ABOUT THIS PROSPECTUS

~~(1)~~None ~~Represents~~of we, the selling stockholders or the underwriters have authorized anyone to provide you with information or make any representations other ~~operating~~than ~~income~~those contained in this prospectus. We, the selling stockholders and ~~expenses~~the underwriters take no responsibility for, ~~including~~and ~~gains~~provide ~~(or~~no ~~losses)~~assurance onas ~~disposition~~to the reliability of, ~~assets~~any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and ~~equity~~only under circumstances and in ~~income~~jurisdictions ~~from~~where ~~investments~~it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business,

~~(2)~~financial ~~Excludes~~condition, ~~original~~results ~~issue discount associated with our 105/8% senior notes in the amount~~ of ~~$3,024,~~operations ~~$2,694, $2,805~~ and ~~$2,514~~prospects asmay ofhave ~~December~~changed ~~31,~~since ~~2001,~~that ~~December~~date. ~~31,~~We ~~2002,~~will ~~June~~update ~~30,~~this ~~2002~~prospectus as ~~and~~required ~~June~~by 30law, ~~2003,~~including ~~respectively.~~with ~~The~~respect ~~amount~~to asany ofmaterial ~~June~~change ~~30,~~affecting ~~2003~~us ~~includes~~or ~~$39,000~~our ~~outstanding~~business ~~under~~prior ~~our~~to ~~long-term,~~the ~~revolving~~completion ~~credit~~of ~~facility~~this offering.

~~(3)~~Certain ~~See~~monetary ~~our~~amounts, ~~discussion~~percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of ~~EBITDA~~the figures that precede them, and figures expressed as apercentages ~~non-GAAP~~in ~~financial~~the ~~measure~~text ~~immediately~~may ~~following~~not ~~these~~total ~~footnotes~~100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

~~(4)~~ix We owned 20 OSVs at June 30, 2003, acquired an additional OSV on August 6, 2003, and took delivery of a newly constructed OSV on September 17, 2003. We expect to take delivery of one additional newly constructed OSV in December 2003.

(5) Utilization rates are average rates based on a 365-day year. Vessels are considered utilized when they are generating revenues.

(6) Average dayrates represent average revenue per day, which includes charter hire and brokerage revenue, based on the number of days during the period that the OSVs generated revenue.

(7) The averages for the six months ended June 30, 2003 give effect to our sale of the Energy 5502 on January 28, 2003 and our acquisition of the Energy 8001 on February 28, 2003. As of June 30, 2003, our tank barge fleet consisted of 16 vessels.

(8) Average dayrates represent average revenue per day, including time charters, brokerage revenue, revenues generated on a per-barrel-transported basis, demurrage, shipdocking and fuel surcharge revenue, based on the number of days during the period that the tank barges generated revenue. For purposes of brokerage arrangements, this calculation excludes that portion of revenue that is equal to the cost paid by customers of in-chartering third-party equipment.

EBITDA consists of earnings (net income) before interest expense, provision for income taxes, depreciation and amortization. This term, as we define it, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States, or GAAP. EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.

We believe EBITDA is useful to an equity investor in evaluating our operating performance because:

• it is widely used by investors in our industry to measure a company’s operating performance without regard to items such as interest expense, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired; and

• it helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation and amortization of our vessels) from our operating results.

~~Index~~SPECIAL toNOTE ~~Financial~~REGARDING ~~Statements~~FORWARD-LOOKING STATEMENTS

~~Our~~This ~~management~~prospectus ~~uses~~contains ~~EBITDA:~~forward-looking statements. Many statements included in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors.” In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” “would” or the negative of these terms or other comparable terminology. In particular, statements about the markets in which we operate and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this prospectus under the headings “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” are forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

• ~~as a measure of operating performance because it assists us in comparing~~ our ~~performance~~market onopportunity aand ~~consistent basis as it removes~~ the ~~impact~~potential growth of ~~our~~that ~~capital structure and asset base from our operating results~~market;

• ~~in presentations to~~ our ~~board~~strategy, ofoutcomes, ~~directors~~and togrowth ~~enable them to have the same consistent measurement basis of operating performance used by management~~prospects;

• astrends ain ~~measure~~our ~~for~~industry ~~planning~~ and ~~forecasting~~service-offerings; ~~overall expectations~~ and ~~for evaluating actual results against such expectations;~~

• asthe acompetitive ~~basis~~environment ~~for~~in ~~incentive~~which ~~cash~~we ~~bonuses paid to our executive officers and other shore-based employees;~~operate.

•Some toof ~~assess~~the ~~compliance~~factors ~~with~~that ~~financial~~could ~~ratios~~cause ~~and~~actual ~~covenants~~results ~~included~~to indiffer ~~our~~materially ~~revolving~~from ~~credit~~those ~~facility~~expressed ~~and~~or ~~the~~implied ~~indenture~~by ~~governing~~the ~~our~~forward-looking ~~senior~~statements include: ~~notes; and~~

• inimpacts ~~communications~~from ~~with~~changes ~~lenders,~~in ~~senior~~oil ~~note~~and ~~holders,~~natural ~~rating~~gas ~~agencies~~prices ~~and~~in ~~others,~~the ~~concerning~~United ~~our~~States ~~financial~~and ~~performance.~~worldwide;

In• ~~March~~changes ~~2003,~~in ~~the~~decisions ~~Commission~~and ~~adopted~~capital ~~rules~~spending ~~regulating~~by ~~the~~customers ~~use of non-GAAP financial measures, such as EBITDA,~~ in ~~filings with~~ the ~~Commission,~~energy ~~disclosures~~industry and ~~press~~the ~~releases.~~industry ~~These~~expectations ~~rules~~for ~~require~~offshore ~~non-GAAP~~exploration, ~~financial~~field ~~measures~~development ~~to be presented with~~ and ~~reconciled to the most nearly comparable financial measure calculated and presented in accordance with GAAP. The following table reconciles EBITDA with our net income (loss):~~ production;

	Year Ended December 31,							Six MonthsEnded June 30,
	2000			2001		2002		2002		2003
Net income (loss)	$	(4,524	)	$	7,019	$	11,647	$	6,330	$	6,963
Interest expense:
Debt obligations(1)		8,216			13,694		16,207		7,796		8,574
Put warrants(2)		7,262			2,952		—		—		—
Income tax expense		1,550			5,737		7,139		3,879		4,263
Depreciation and amortization		5,163			7,670		12,296		5,352		7,617
EBITDA	$	17,667		$	37,072	$	47,289	$	23,357	$	27,417

•

changes in decisions or plans or delays for offshore wind development in the United States;

~~(1)~~• ~~Interest~~uncertainty ~~expense from debt obligations includes a loss~~ of ~~$3,029~~global ~~incurred~~financial ~~during~~market ~~2001~~conditions ~~resulting~~and ~~from~~potential ~~the~~constraints ~~early~~in ~~extinguishment~~accessing ofcapital ~~debt.~~or ~~The~~credit ~~loss~~if ~~relates~~and towhen ~~the~~needed ~~write-off~~with offavorable ~~deferred~~terms, ~~financing~~if ~~costs~~at ~~upon the refinancing of~~ all ~~our debt through the issuance of our 105/8% senior notes in July 2001.~~;

~~(2)~~• ~~Interest~~unplanned ~~expense~~customer ~~from~~suspensions, ~~put~~cancellations, ~~warrants~~rate ~~represents~~reductions anor ~~adjustment~~non-renewals ~~to the estimated fair value~~ of ~~the~~vessel ~~put~~charters ~~warrants.~~or ~~According~~vessel tomanagement ~~the Emerging Issues Task Force~~contracts, or ~~EITF,~~failures ~~Issue~~to ~~88-9,~~finalize ascommitments ~~supplemented by EITF Issue 00-19, a company whose capital stock is publicly traded is required~~ to ~~account~~charter ~~for~~or ~~warrants~~manage ~~that contain put options at their estimated fair value with the changes reported as interest expense. We repurchased and terminated all of the warrants for $14,500 in October 2001.~~vessels;

8• delays or non-delivery of vessels subject to purchase, conversion and new construction agreements effective at the time of this offering, including delivery of the remaining vessel from the ECO Acquisitions #2, our SOV/flotel conversion and the two remaining vessels under the MPSV newbuild program;

•

the inability to accurately predict vessel utilization levels and dayrates;

•

the inability to successfully market across various industry applications the vessels that the Company owns, is constructing, is converting, has recently acquired or might acquire, including in traditional energy as well as offshore wind, military and other non-oilfield applications;

•

integration of acquired businesses or vessels, or entry into new lines of business;

•

changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets;

•

the operating risks normally incident to our lines of business, including the potential impact of liquidated counterparties;

•

industry over-supply resulting from reactivating currently-stacked vessels;

•

any change in the U.S. government’s procurement policies and practices with regard to the chartering of privately-owned vessels or the management of government-owned vessels by private operators;

~~Index~~• toan ~~Financial~~oil ~~Statements~~spill or other significant event in the United States or another offshore drilling region that could have a broad impact on deepwater and other offshore energy exploration and production activities, such as the suspension of activities or significant regulatory responses;

~~RISK~~• ~~FACTORS~~the imposition of laws or regulations that result in reduced exploration and production activities or that increase the Company’s operating costs or operating requirements, including laws and regulations addressing climate change;

In• ~~considering~~potential ~~whether~~liability ~~to invest~~for inremedial ~~our~~actions ~~common~~or ~~stock,~~assessments ~~you~~under ~~should~~existing ~~carefully~~or ~~read~~future ~~and~~environmental ~~consider~~regulations ~~the~~or ~~risks described below, together with all of the information we have included in this prospectus.~~ litigation;

~~Risks~~• ~~Relating~~the toimpact of existing or future environmental regulations or litigation on our ~~Business~~business or customer plans or projects;

~~Demand~~• ~~for~~ our ~~OSV~~ability ~~services~~to ~~substantially~~achieve, ~~depends~~reach onor ~~the~~otherwise ~~level~~meet ofinitiatives, ~~activity~~plans inor ~~offshore~~ambitions ~~oil~~with ~~and~~respect ~~gas~~to ~~exploration~~environmental, ~~development~~social and ~~production.~~ governance (“ESG”) matters, including mandates imposed by customers or governmental agencies;

~~The~~• ~~level~~disputes ofwith ~~offshore~~customers ~~oil~~or and gas exploration, development and production activity has historically been volatile and is likely to continue to be so in the future. The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond our control, including: vendors;

• ~~prevailing~~consolidation ~~oil~~of ~~and~~our ~~natural~~customer ~~gas prices and expectations about future prices and price volatility~~base;

• ~~the~~technological ~~cost~~or ofregulatory ~~offshore~~changes ~~exploration~~that ~~for,~~shorten ~~and~~the ~~production~~expected ~~and~~useful ~~transportation~~lives of, ~~oil~~our ~~and natural gas~~vessels;

• ~~worldwide~~increased ~~demand~~regulatory ~~for~~burdens ~~oil~~ and ~~natural gas~~oversight;

• ~~consolidation~~administrative, ofjudicial ~~oil~~or ~~and~~political ~~gas~~barriers to exploration and ~~oil~~production ~~service~~activities ~~companies~~in ~~operating~~Mexico, ~~offshore~~Brazil or other foreign locations;

• ~~availability~~changes ~~and~~in ~~rate~~law ofor ~~discovery~~governmental ofpolicy ~~new~~or ~~oil~~judicial ~~and~~action ~~natural~~in ~~gas~~Mexico ~~reserves~~affecting inthe ~~offshore~~Company’s ~~areas~~Mexican registration of vessels;

• ~~local~~administrative ~~and~~or ~~international~~other ~~political~~legal ~~and~~changes ~~economic~~in ~~conditions~~Mexican ~~and~~or ~~policies~~Brazilian cabotage laws;

• ~~technological~~other ~~advances~~legal ~~affecting~~or ~~energy~~administrative ~~production~~changes ~~and~~in ~~consumption~~Mexico that adversely impact planned or expected offshore energy development;

• ~~weather~~unanticipated ~~conditions~~difficulty in effectively competing in or operating in international markets;

• ~~environmental~~economic, ~~regulation;~~social, tax, geopolitical and weather-related risks;

• ~~the~~acts ~~ability~~ of ~~oil~~terrorism and ~~gas companies to generate or otherwise obtain funds for exploration and production.~~piracy;

We• ~~expect~~the ~~levels~~impact of ~~oil~~regional ~~and~~or ~~gas~~global ~~exploration,~~public ~~development~~health ~~and~~crises ~~production~~or ~~activity~~pandemics, tosuch ~~continue~~as tothe beoutbreak ~~volatile~~of ~~and affect~~ the ~~demand~~coronavirus ~~for our~~(“COVID-19”) ~~OSVs.~~ pandemic;

A• ~~prolonged,~~other ~~material~~issues ~~downturn~~that inmay ~~oil~~be ~~and~~encountered ~~natural gas prices is likely to cause a substantial decline~~ in ~~expenditures~~expanding ~~for exploration, development and production activity, which would likely result in a corresponding decline in~~ the ~~demand~~Company’s ~~for~~service ~~OSVs~~offering ~~and~~within ~~thus~~its ~~decrease~~existing ~~the~~government ~~utilization and dayrates of our OSVs. Such decreases could have a material adverse effect on our financial condition and results of operations. Moreover~~franchise, ~~increases~~ in ~~oil~~the ~~and~~emerging ~~natural~~offshore ~~gas~~wind ~~prices and higher levels of expenditure by oil and gas companies for exploration~~industry, ~~development~~ and ~~production~~ ~~may not result~~ in ~~increased~~other ~~demand~~non-oilfield ~~for our OSVs.~~ applications;

~~The~~• ~~current downturn~~the inshortage ~~offshore~~of ~~drilling~~or ~~activity in~~ the ~~U.S.~~inability ~~Gulf~~to ofattract ~~Mexico~~and ~~has~~retain ~~resulted~~qualified inpersonnel, anwhen ~~industry-wide~~needed, ~~decrease~~including inlicensed ~~the~~vessel ~~demand~~personnel for ~~OSV~~active ~~services~~vessels ~~and~~or ~~lower~~vessels ~~dayrates.~~the Company may acquire;

~~Increases~~• in the ~~supply~~repeal or administrative weakening of ~~new~~the ~~generation~~Jones ~~OSVs~~Act ~~could~~or ~~decrease~~adverse ~~dayrates.~~changes in the interpretation of the Jones Act;

We• ~~and~~drydocking ~~certain~~delays ofand ~~our~~cost ~~competitors~~overruns ~~have announced plans to construct 29 new U.S.-flagged OSVs. These announced vessels include one new generation OSV we currently have under construction~~ and ~~the~~related last four vessels of our current OSV newbuild program for which we are currently evaluating construction bids from several shipyards, as well as demand for such vessels. A remobilization to the U.S. Gulf of Mexico of U.S.-flagged OSVs operating in other regions or a repeal or significant risks;

9• vessel accidents, pollution incidents or other events resulting in lost revenue, fines, penalties or other expenses that are unrecoverable from insurance policies or other third parties;

•

the resolution of pending legal proceedings, and any unexpected litigation and insurance expenses;

•

the effects of asserted and unasserted claims and the extent of available insurance coverage;

~~Index~~• fluctuations in foreign currency valuations compared to ~~Financial~~the ~~Statements~~U.S. dollar;

~~modification~~• ofunionization ~~the Jones Act or the administrative erosion~~ of its benefits, permitting OSVs that are either foreign-flagged, foreign-built, foreign-owned or foreign-operated to engage in the U.S. coastwise trade, would also result in an increase in capacity. Any increase in the supply of OSVs, whether through new construction, refurbishment or conversion of vessels from other uses, remobilization or changes in law or its application, could not only increase competition for charters and lower dayrates, which would adversely affect our ~~revenues and profitability, but could also worsen the impact of any downturn in oil and natural gas prices on our results of operations and financial condition.~~ workforce;

~~Intense competition~~• inshortages ~~our~~of ~~industry~~qualified ~~could~~mariners ~~reduce~~resulting ~~our~~in ~~profitability~~increased ~~and~~wages, ~~market~~inability ~~share.~~to crew vessels or both;

~~Contracts~~• ~~for~~changes ~~our~~in ~~OSVs~~laws ~~and~~impacting ~~tank~~licensure ~~barges~~or ~~are~~compensation ~~generally~~paid ~~awarded~~to ~~on an intensely competitive basis. The most important factors determining whether a contract will be awarded include:~~ mariners;

• ~~quality~~risks ~~and~~associated ~~capability~~with offoreign operations, such as non-compliance with, the ~~vessels~~unanticipated effect of, or unexpected assessments/enforcement actions taken in connection with, tax laws, customs laws, immigration laws, or other legislation that result in higher than anticipated tax rates or other costs, especially in higher political risk countries where we operate;

• ~~ability~~changes to ~~meet~~applicable ~~the~~tax ~~customer’s~~laws ~~schedule~~and regulations;

• ~~safety~~our ~~record~~ability to use our net operating loss (“NOL”) carryforwards and other tax attributes may be limited;

• ~~reputation~~the inability of the Company to refinance or otherwise retire certain funded debt obligations;

• ~~price;~~the ~~and~~potential for any impairment charges that could arise in the future;

• ~~experience.~~risks arising from compromises of our data security; and

~~Some of~~• ~~our~~other ~~competitors,~~risks ~~including diversified multinational companies in the OSV segment, have substantially greater financial resources~~ and ~~larger operating staffs than we do. They may be better able to compete in making vessels available more quickly and efficiently~~uncertainties, ~~meeting~~including ~~the~~those ~~customer’s~~described ~~schedule~~under ~~and~~“Risk ~~withstanding the effect of declines in dayrates and utilization rates~~Factors. ~~They may also be better able to weather a downturn in the oil and gas industry. As a result, we could lose customers and market share to these competitors.~~ ”

~~The~~In ~~failure~~addition, tothe Company’s future results may be impacted by adverse economic conditions, such as inflation, deflation, fluctuations in ~~successfully~~foreign ~~complete~~currency ~~construction~~exchange rates, supply chain disruptions, lack of ~~our~~liquidity ~~vessels~~in onthe ~~schedule~~capital ~~and~~markets onor ~~budget~~an ~~and~~increase toin ~~utilize~~interest ~~those~~rates, ~~and~~that ~~the~~may ~~other~~negatively ~~vessels~~affect it or parties with whom it does business resulting in ~~our~~their ~~fleet~~non-payment ator ~~profitable~~inability ~~levels~~to ~~could~~perform ~~adversely~~obligations ~~affect~~owed ~~our~~to ~~financial~~the ~~condition~~Company, ~~and~~such ~~results~~as the failure of ~~operations~~customers to fulfill their contractual obligations, if and when required.

We have ~~one~~based ~~new~~the ~~generation~~forward-looking ~~OSV~~statements ~~under~~contained ~~construction~~in ~~and~~this ~~are~~prospectus ~~evaluating~~primarily ~~plans~~on ~~for~~our ~~the construction~~current ofexpectations anand ~~additional~~projections ~~four~~about ~~OSV’s.~~future events Weand ~~are~~trends ~~also~~that ~~presently~~we ~~considering~~believe ~~plans~~may toaffect ~~construct~~our abusiness, ~~number~~financial ~~of ocean-going~~condition, ~~double-hulled~~results ~~tank~~of ~~barges.~~operations, ~~Our~~prospects, ~~construction~~business ~~projects~~strategy ~~are~~and ~~subject~~financial toneeds. ~~the~~The ~~risks~~outcome of ~~delay~~the ~~and~~events ~~cost~~described ~~overruns inherent~~ in ~~any large~~these ~~construction~~forward-looking ~~project,~~statements ~~including~~is ~~shortages~~subject ofto ~~equipment~~risks, ~~unforeseen engineering problems~~ uncertainties, ~~work~~assumptions ~~stoppages,~~and ~~weather~~other ~~interference,~~factors ~~unanticipated~~described ~~cost~~under ~~increases,~~“Risk ~~inability~~Factors” ~~to obtain necessary certifications~~ and ~~approvals~~elsewhere ~~and~~in ~~shortages~~this ~~of materials or skilled labor~~prospectus. ~~Significant~~These ~~delays~~risks ~~could~~are ~~have~~not aexhaustive. ~~material~~Other ~~adverse~~sections ~~effect~~of onthis ~~anticipated~~prospectus ~~contract~~include ~~commitments~~additional ~~with~~factors ~~respect~~that ~~to vessels under construction, while significant cost overruns or delays in general~~ could adversely affect our ~~financial~~ ~~condition~~business and ~~results~~financial ~~of operations~~performance. Moreover, ~~customer~~we ~~demand~~operate ~~for~~in ~~vessels~~a ~~currently~~very ~~under~~competitive ~~construction~~environment. ~~may~~New ~~not~~risks beand asuncertainties ~~strong~~emerge asfrom wetime ~~presently~~to ~~anticipate~~time, and ~~our~~it ~~inability~~is tonot ~~obtain~~possible ~~contracts~~for onus ~~anticipated~~to ~~terms~~predict ~~or at~~ all ~~may~~risks ~~have~~and auncertainties ~~material~~that ~~adverse effect~~could onhave ~~our~~an ~~revenues~~impact ~~and~~on ~~profitability.~~the forward-looking Instatements ~~addition,~~contained ~~our~~in ~~OSVs~~this ~~are~~prospectus. ~~typically~~We ~~chartered~~cannot orbe ~~hired~~sure tothat ~~provide~~the ~~services~~results, toevents aand ~~specified~~circumstances ~~drilling~~reflected ~~rig. A delay~~ in the ~~availability~~forward-looking ofstatements ~~the~~will ~~drilling~~be ~~rig~~achieved toor ~~our~~occur, ~~customer~~and ~~may~~actual ~~have~~results, anevents ~~adverse~~or ~~impact~~circumstances oncould ~~our~~differ ~~utilization~~materially offrom ~~the~~those ~~contracted~~described ~~vessel~~in, ~~and~~or ~~thus~~implied onby, ~~our~~the ~~financial~~forward-looking ~~condition and results of operations~~statements.

IfIn weaddition, ~~are~~statements ~~unable~~that to“we ~~acquire additional vessels or businesses~~ believe” and ~~successfully~~similar ~~integrate~~statements ~~them~~reflect ~~into~~ our ~~operations,~~beliefs ~~our~~and ~~ability~~opinions toon ~~grow~~the ~~may~~relevant ~~be limited~~subject.

WeThe ~~regularly~~forward-looking ~~consider~~statements ~~possible~~made ~~acquisitions~~in ofthis ~~single vessels,~~prospectus ~~vessel~~relate ~~fleets~~only ~~and~~to ~~businesses~~events ~~that~~as ~~complement~~of ~~our~~the ~~existing~~date ~~operations~~on which such statements are made. We ~~can~~undertake ~~give~~ no ~~assurance~~obligation ~~that~~to weupdate ~~will~~any beforward-looking ~~able~~statements after the date of this prospectus or to ~~identify~~conform such statements to actual results or revised expectations, except as required by law.

10xii

~~Index~~SUMMARY ~~to Financial Statements~~

~~desirable~~This ~~acquisition~~summary ~~candidates~~highlights orselected information contained elsewhere in this prospectus, but it does not contain all of the information that you weshould ~~will~~consider bebefore ~~successful~~deciding to invest in ~~entering~~our ~~into~~common ~~definitive~~stock. ~~agreements~~You onshould ~~satisfactory~~carefully read the entire prospectus, including the information presented under the section entitled “Risk Factors” and the financial statements and the notes thereto, included elsewhere in this prospectus, before making an investment decision. Some of the statements in the following summary constitute forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this summary to the “Company,” “Hornbeck,” “HOS,” “we,” “us,” “our” or similar terms refer to Hornbeck Offshore Services, Inc. ~~Even~~and ifits consolidated subsidiaries. Where we ~~consummate~~present information on an ~~acquisition~~“as-adjusted basis,” ~~we may~~it bemeans ~~unable~~that such information is presented giving effect to ~~integrate~~this itoffering ~~into~~and ~~our~~the ~~existing~~use ~~operations~~of ~~successfully~~proceeds ortherefrom, ~~realize~~as reflected in more detail under the ~~anticipated~~captions ~~benefits~~“Use of ~~the~~Proceeds” ~~acquisition~~and “Capitalization.” ~~The~~Additionally, ~~process~~unless noted otherwise, discussions surrounding our vessels are as of ~~integrating~~October ~~acquired~~31, ~~operations~~2023 ~~into~~and ~~our~~include ~~own~~the ~~may~~two ~~result~~vessels delivered in November ~~unforeseen~~2023 ~~operating~~and ~~difficulties~~the one remaining vessel expected to be delivered by December 31, ~~may~~2023 ~~require~~as part of the ECO Acquisitions #2, but due to supply chain constraints such delivery could extend into early 2024. Such discussions also include two ~~significant~~partially ~~management~~constructed ~~attention~~Jones ~~and~~Act-qualified ~~financial~~MPSV ~~resources~~newbuilds to be completed pursuant to our settlement with the Surety, which we expect to be delivered in 2025. Our vessels exclude four OSVs that we operate on behalf of the U.S. Navy.

~~Revenues from~~We ~~our~~have ~~tug~~defined ~~and~~certain ~~tank~~industry ~~barge~~terms ~~business~~used ~~could~~in bethis ~~adversely~~document ~~affected by a decline~~ in ~~demand~~“Commonly ~~for~~Used ~~domestic~~Defined ~~refined~~Terms” ~~petroleum products~~ and ~~crude~~“Glossary ~~oil~~of orTerms,” appearing aimmediately ~~change~~after inthe ~~existing~~Table ~~methods~~ of ~~delivery~~Contents ~~in response~~ to ~~insufficient~~this ~~availability of tug and tank barge services and other conditions~~prospectus.

ACompany ~~reduction~~Overview in domestic consumption of refined petroleum products or crude oil may adversely affect the revenues of our tug and tank barge business and, therefore, our financial condition and results of operation. Weather conditions also affect demand for our tug and tank barge services. For example, a mild winter may reduce demand for heating oil in the northeastern United States.

~~Moreover,~~Hornbeck ~~alternative~~is ~~methods~~a ofleading ~~delivery~~provider of ~~refined~~marine ~~petroleum~~transportation ~~products~~services orto ~~crude~~customers ~~oil~~in ~~may~~the ~~develop~~offshore asoilfield amarket ~~result~~and ofdiversified ~~insufficient~~non-oilfield ~~availability~~markets, ofincluding ~~tug~~military support services, renewable energy development and other ~~tank~~non-oilfield ~~barge~~service offerings. Since our founding more than 26 years ~~services~~ago, we have focused on providing innovative, technologically advanced marine solutions to meet the ~~cost~~evolving needs of ~~compliance~~our ~~with~~customers ~~environmental~~across ~~regulations~~our orcore ~~increased~~geographic ~~liabilities~~regions ~~connected~~covering ~~with~~the United States and Latin America. Our team brings substantial industry expertise built through decades of experience and has leveraged that knowledge to amass what we believe is one of the ~~transportation~~largest, highest specification fleets of ~~refined~~Offshore ~~petroleum~~Supply ~~products~~Vessels (“OSVs”) and ~~crude~~Multi-Purpose ~~oil~~Support Vessels (“MPSVs”) in the industry. ~~For~~Approximately ~~example~~75% of our total fleet consists of high-spec or ultra high-spec vessels, ~~long~~and we believe we have the number one ultra high-~~haul~~spec ~~transportation~~market ofposition ~~refined~~in ~~petroleum~~the ~~products~~U.S., and ~~crude~~the ~~oil~~third largest fleet isof high-spec ~~generally~~and ~~less~~ultra ~~costly~~high-spec byOSVs ~~pipeline~~in ~~than~~the world, measured by ~~tank~~DWT ~~barge~~capacity. ~~While~~We ~~there~~own ~~are~~a ~~significant~~fleet ~~impediments~~of to75 ~~building~~multi-class ~~new~~OSVs ~~pipelines~~and MPSVs, ~~such~~58 asof ~~high~~which ~~capital~~are ~~costs~~U.S. Jones Act-qualified vessels. Our Jones Act-qualified high-spec and ~~environmental~~ultra ~~concerns,~~high-spec ~~entities~~OSVs ~~may~~account for ~~propose~~approximately 26% of the total industry supply of such vessels. We opportunistically expand our fleet into new, ~~pipeline~~high-growth, ~~construction~~cabotage-protected markets from time to ~~meet~~time ~~demand~~to ~~for petroleum~~enhance ~~products~~our fleet offerings to customers. ToOur mission is to be recognized as the ~~extent~~energy ~~new~~industry’s ~~pipeline~~marine ~~segments~~transportation ~~are~~and ~~built~~service orCompany ~~existing~~of ~~pipelines~~Choice® ~~converted~~for toour ~~carry~~customers, ~~petroleum~~employees ~~products~~and investors through innovative, ~~such~~high-quality, ~~activity~~value-added ~~could~~business solutions ~~have~~delivered anwith ~~adverse~~enthusiasm, ~~effect~~integrity onand ~~our~~professionalism ~~ability~~with tothe ~~compete~~utmost inregard ~~particular~~for ~~markets~~the safety of individuals and the protection of the environment.

~~The~~Our ~~loss~~fleet of ~~our~~60 ~~contract~~OSVs primarily provides transportation of ~~affreightment~~equipment, ~~with~~materials ~~Amerada~~and ~~Hess~~supplies ~~Corporation~~to oroffshore ~~the~~drilling rigs, production platforms, ~~early~~subsea ~~termination~~construction ofprojects ~~any~~and ~~contracts~~other onnon-oilfield applications. Increasingly, given their versatility, our OSVs ~~could~~are ~~have~~being andeployed ~~adverse~~in ~~effect~~a onvariety ~~our~~of ~~operations~~non-oilfield applications including military support services, renewable energy development for offshore wind, humanitarian aid and disaster relief, aerospace and telecommunications. Our OSVs differ from other marine service vessels in that they provide increased cargo-carrying flexibility and capacity that can transport large quantities of deck cargoes as well as various liquid and dry bulk cargoes in below deck tanks providing flexibility for a variety of jobs.

~~The~~1 revenues we derived from our long-term contract of affreightment with Amerada Hess for the year ended December 31, 2002, constituted more than 10% of our total revenues for such period. Under the terms of the contract of affreightment, we are required to meet certain performance criteria and, if we fail to meet such criteria, Amerada Hess would be entitled to terminate the contract. We can provide no assurance that we will be able to fulfill our performance obligations under the contract of affreightment, and a decision by Amerada Hess to terminate the contract of affreightment could adversely affect our financial condition and results of operations. Our contract of affreightment provides for minimum annual cargo volume to be transported and allows Amerada Hess to reduce its minimum commitment, subject to a significant adjustment penalty. Most of the long-term contracts for our OSVs contain early termination options in favor of the customer; however, some have substantial early termination penalties designed to discourage the customers from exercising such options. We cannot assure that our customers would not choose to exercise their termination rights in spite of such penalties. Any such early termination could adversely affect our financial condition and results of operations.

We are subject to complex laws and regulations, including environmental regulations, that can adversely affect the cost, manner or feasibility of doing business.

Increasingly stringent federal, state and local laws and regulations governing worker health and safety and the manning, construction and operation of vessels significantly affect our operations. Many aspects of the marine industry are subject to extensive governmental regulation by the United States Coast Guard, the National Transportation Safety Board and the United States Customs Service and to regulation by private industry organizations such as the American Bureau of Shipping. The Coast Guard and the National Transportation Safety Board set safety standards and are authorized to

~~Index~~ Moreover, our OSVs are outfitted with advanced technologies, including dynamic positioning capabilities, which allows each vessel to ~~Financial~~safely ~~Statements~~interface with another offshore vessel, exploration and production facility or an offshore asset by maintaining an absolute or relative position when performing its work.

~~investigate~~Our ~~vessel~~fleet ~~accidents~~of 15 MPSVs provides commissioning and ~~recommend~~decommissioning ~~improved~~support ~~safety~~services, ~~standards~~asset construction capabilities, ~~while~~recurring ~~the~~inspection, ~~Customs~~repair ~~Service~~and ismaintenance ~~authorized~~services toand ~~inspect~~flotel accommodations. The vessels atprimarily ~~will.~~serve ~~Our~~the ~~operations~~oil ~~are~~and ~~also~~gas market, with capabilities ~~subject~~including tothe ~~federal~~installation of oilfield wellheads, ~~state~~risers, ~~local~~umbilicals, and ~~international~~other ~~laws~~equipment placed on the seafloor and ~~regulations~~other ~~that~~floating ~~control~~production ~~the~~facilities. ~~discharge~~Further, these vessels are capable of ~~pollutants~~supporting ~~into~~a ~~the~~variety ~~environment~~of orother ~~otherwise~~non-oilfield ~~relate~~offshore infrastructure toprojects, ~~environmental~~including ~~protection.~~the ~~Compliance~~development ~~with~~of ~~such~~offshore ~~laws~~windfarms, ~~regulations~~by providing the equipment and ~~standards~~capabilities ~~may~~to ~~require~~ support the installation ofand ~~costly~~maintenance ~~equipment~~of orwind ~~operational~~turbines ~~changes~~and platforms. ~~Failure~~Because of our ability to ~~comply~~serve a diverse set of end markets, MPSV operations are typically less directly linked with ~~applicable~~the ~~laws~~number ~~and~~of ~~regulations~~active ~~may~~drilling ~~result~~rigs in ~~administrative~~operation and ~~civil~~are ~~penalties,~~therefore ~~criminal~~less ~~sanctions~~cyclical. Our high- and ultra high-spec OSVs can be contracted alongside our MPSVs on major projects, ~~imposition~~providing operating efficiencies and pull-through revenue. Most of ~~remedial~~our ~~obligations~~MPSVs have one or more deepwater cranes fitted on the ~~suspension~~deck, deploy one or ~~termination~~more Remotely Operated Vehicles (“ROVs”) to support subsea work, and have an installed helideck to facilitate the on-/off-boarding of ~~our~~specialist ~~operations~~service providers and personnel. ~~Some~~MPSVs ~~environmental~~can ~~laws~~also ~~impose~~be ~~strict~~outfitted ~~liability~~as flotels to provide accommodations, offices, catering, laundry, medical, and recreational facilities to large numbers of offshore workers for ~~remediation~~the duration of ~~spills~~a project. When configured as flotels, our MPSVs have capacities to house up to 245 workers for major installation, maintenance and ~~releases~~overhaul projects. ofBased ~~oil~~on overall length and ~~hazardous~~total ~~substances~~lifting capacity, ~~which~~the ~~could~~two ~~subject~~HOS us400 toclass ~~liability~~MPSVs ~~without~~that ~~regard~~are currently under construction are expected to ~~whether~~be wethe ~~were~~largest ~~negligent~~Jones orAct-qualified atMPSVs ~~fault.~~in ~~These~~the ~~laws~~market and ~~regulations~~ ~~may~~will ~~expose~~have usadditional capabilities due to ~~liability~~their size ~~for~~and sophistication. We are also in the ~~conduct~~process of, orconverting ~~conditions~~one ~~caused~~of byour U.S.-flagged, ~~others~~HOSMAX 280 class OSVs into a dual-use SOV/flotel, ~~including~~which ~~charterers~~will be capable of providing SOV services to the U.S. ~~Moreover~~offshore wind market. In addition to the services performed by our existing fleet of MPSVs, these ~~laws~~three ~~and~~vessels ~~regulations~~will ~~could~~be ~~change~~equipped inwith ~~ways~~systems that ~~substantially~~we ~~increase~~expect ~~our~~will ~~costs.~~make ~~Any~~them ~~changes~~suitable infor ~~laws~~complex services, ~~regulations~~including ~~or standards~~light ~~that~~well ~~would~~intervention ~~impose~~and ~~additional~~offshore ~~requirements~~wind farm development, that require larger or ~~restrictions~~more ~~could~~versatile ~~adversely~~vessels ~~effect~~than ~~our~~the ~~financial~~fleet ~~condition~~of MPSVs currently available in the U.S. market. We expect these three MPSVs to be delivered and ~~results~~placed ofinto ~~operations~~active service in 2025.

WeOur ~~are~~ability ~~also subject~~ to ~~the~~reconfigure ~~Merchant~~or ~~Marine~~modify ~~Act~~vessels ofin ~~1936,~~our ~~which~~fleet ~~provides that, upon proclamation by the President of a national emergency or a threat~~ to ~~the~~meet ~~security of~~evolving ~~the~~industry ~~national~~demands ~~defense,~~and the ~~Secretary~~needs of ~~Transportation~~our ~~may~~customers ~~requisition~~is orcritical ~~purchase~~to ~~any vessel or other watercraft owned by United States citizens (which includes United States corporations), including vessels under construction in the United~~our ~~States~~success. IfThis ~~one~~enables ofus ~~our~~to ~~OSVs,~~reconfigure ~~tugs~~stacked orOSVs ~~tank barges were purchased or requisitioned by the federal government under this law, we would be entitled~~ to beservice ~~paid~~non-oilfield ~~the~~service ~~fair~~customers. ~~market~~As ~~value~~offshore ofactivities ~~the~~expand ~~vessel~~ in ~~the~~scope ~~case~~and ofbecome aincreasingly ~~purchase~~more orcomplex, in the ~~case~~demand offor ahigh ~~requisition~~specification, ~~the~~ ~~fair~~fit-for-purpose ~~market~~equipment ~~value of charter hire. However, if one of our tugs is requisitioned or purchased~~ and ~~its~~service ~~associated~~capabilities ~~tank~~has ~~barge is left idle~~accelerated, wecreating ~~would~~disproportionate ~~not~~competitive beadvantages ~~entitled to receive any compensation~~ for ~~the~~companies ~~lost~~able ~~revenues~~to ~~resulting~~adapt ~~from~~vessels ~~the~~and ~~idled~~offerings ~~barge. We~~quickly ~~would~~to ~~also~~respond ~~not be entitled~~ to bechanging compensated for any consequential damages we suffer as a result of the requisition or purchase of any of our OSVs, tugs or tank barges. The purchase or the requisition for an extended period of time of one or morecustomer ~~of our OSVs, tugs or tank barges could adversely effect our results of operations and financial condition~~needs.

~~Finally,~~With wean ~~are~~average ~~subject~~of toover ~~the~~37 ~~Merchant~~years ~~Marine Act~~ of ~~1920,~~experience ~~commonly referred to as the Jones Act. The Jones Act requires that vessels engaged~~ in ~~coastwise trade to carry cargo between U.S. ports be registered under~~ the ~~laws~~marine oftransportation ~~the United States~~ and beservice ~~owned~~industry and ~~operated~~having byworked ~~U.S.~~together ~~citizens.~~at Hornbeck Tofor ~~ensure~~over ~~that~~20 ~~we are determined to be a U.S. citizen as defined under these laws~~years, our ~~certificate~~senior ofmanagement ~~incorporation~~team ~~contains certain~~has ~~restrictions on~~ the ~~ownership~~depth of ~~our~~experience ~~capital~~necessary ~~stock by non-U.S. citizens and establishes certain mechanisms~~ to ~~maintain~~successfully ~~compliance~~compete ~~with these laws. If we are determined at any time not to be~~ in ~~compliance with these citizenship requirements, our vessels would become ineligible to engage in~~ the ~~coastwise~~offshore ~~trade~~vessel ~~in U.S. domestic waters, and our~~ business ~~and operating results would be adversely affected~~. ~~Recently,~~We ~~the Jones Act provisions restricting coastwise trade~~ have ~~been~~tremendous ~~challenged~~confidence ~~by interests~~that ~~seeking~~both toour ~~facilitate~~team ~~foreign competition for trade reserved for U.S. registered vessels, owned~~ and ~~operated~~our bystrategy ~~U.S.~~have ~~citizens.~~been Toorganized ~~the~~in ~~extent such efforts are successful and permit foreign competition, such competition could have~~ a ~~material~~manner ~~adverse~~that ~~effect~~best onpositions ~~domestic~~our ~~companies~~Company into ~~the~~effectively ~~offshore~~execute ~~service~~in ~~vessel~~this ~~industry~~dynamic and ondemanding ~~our~~operating ~~financial condition and results of operations~~environment.

~~Our~~Fleet ~~business~~Composition ~~involves many operating risks that may disrupt our business or otherwise result in substantial losses,~~ and ~~insurance~~Operating ~~may be unavailable or~~Regions ~~inadequate to protect us against these risks.~~

~~Tugs,~~Hornbeck ~~tank barges,~~owns ~~tankers~~ and ~~OSVs~~operates ~~are~~what ~~subject~~we tobelieve ~~operating~~is ~~risks~~one ~~such~~of asthe ~~catastrophic~~highest ~~marine disaster~~specification, ~~adverse~~most ~~weather~~technologically advanced fleets of OSVs and ~~sea~~MPSVs in ~~conditions,~~the ~~mechanical~~industry. ~~failure,~~Our ~~collisions,~~fleet ~~oil~~of ~~and~~75 ~~hazardous~~vessels ~~substance~~primarily ~~spills,~~operates ~~navigation~~across ~~errors,~~our ~~acts~~core geographic markets of ~~God,~~the ~~war~~United States and ~~terrorism~~Latin America. ~~The~~ ~~occurrence~~We ofpredominantly ~~any~~serve ofour ~~these~~oilfield ~~events~~customers ~~may~~in ~~result~~the inU.S. ~~damage~~GoM, tothe orCaribbean, ~~loss~~Northern ofSouth America and Brazil, while our vessels ~~and~~primarily ~~their~~serve ~~tow~~our ornon-oilfield ~~cargo~~customers orfrom ~~other~~the ~~property~~East and ~~injury~~West toCoasts ~~passengers~~of the United States and ~~personnel~~in the U.S. IfGoM. ~~any~~We ofoperate ~~these~~our ~~events~~Mexican-flagged ~~were~~vessels toacross ~~occur,~~the weCaribbean ~~could~~and beNorthern South ~~exposed~~America towhen not operated in Mexico,

122

~~Index~~ as towell ~~Financial~~as ~~Statements~~in other international markets, utilizing a highly-skilled workforce of Mexican mariners that have been trained in our safety systems and culture. A map illustrating our active vessel locations as of October 31, 2023 is below:

LOGO

~~liability~~3 for resulting damages. Affected vessels may also be removed from service and thus be unavailable for income-generating activity. While we believe our insurance coverage is at adequate levels and insures us against risks that are customary in the industry, we may be unable to renew such coverage in the future at commercially reasonable rates. Moreover, existing or future coverage may not be sufficient to cover claims that may arise.

Our expansion into international markets subjects us to risks inherent in conducting business internationally.

Over the past 14 months we have derived an increasing portion of our revenues from foreign sources. We therefore face risks inherent in conducting business internationally, such as legal and governmental regulatory requirements, potential vessel seizure or nationalization of assets, import-export quotas or other trade barriers, difficulties in collecting accounts receivable and longer collection periods, political and economic instability, adverse tax consequences, difficulties and costs of staffing international operations, currency exchange rate fluctuations and language and cultural differences. All of these risks are beyond our control. We cannot predict the nature and the likelihood of any such events. If such an event should occur, however, it could have a material adverse effect on our financial condition and results of operations.

Future results of operations depend on the long-term financial stability of our customers.

Many of the contracts we enter into for our vessels are full utilization contracts with initial terms ranging from one to five years. We enter into these long-term contracts with our customers based on a credit assessment at the time of execution. Our financial condition in any period may therefore depend on the long-term stability and creditworthiness of our customers. We can provide no assurance that our customers will fulfill their obligations under our long-term contracts and the insolvency or other failure of a customer to fulfill its obligations under such contract could adversely affect our financial condition and results of operations.

We may be unable to attract and retain qualified, skilled employees necessary to operate our business.

Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel. Our inability to hire, train and retain a sufficient number of qualified employees could impair our ability to manage and maintain our business.

We require skilled employees who can perform physically demanding work. As a result of the volatility of the oil and gas industry and the demanding nature of the work, potential employees may choose to pursue employment in fields that offer a more desirable work environment at wage rates that are competitive with ours. With a reduced pool of workers, it is possible that we will have to raise wage rates to attract workers from other fields and to retain our current employees. If we are not able to increase our service rates to our customers to compensate for wage-rate increases, our financial condition and results of operations may be adversely affected.

Our employees are covered by federal laws that may subject us to job-related claims in addition to those provided by state laws.

Some of our employees are covered by provisions of the Jones Act, the Death on the High Seas Act and general maritime law. These laws preempt state workers’ compensation laws and permit these employees and their representatives to pursue actions against employers for job-related incidents in federal courts. Because we are not generally protected by the limits imposed by state workers’ compensation statutes, we may have greater exposure for any claims made by these employees.

~~Index~~OSV toFleet ~~Financial Statements~~

~~Our~~The ~~success~~following ~~depends~~table onillustrates ~~key~~our ~~members~~fleet of ~~our~~OSVs ~~management,~~and the ~~loss~~nations ofin ~~whom~~which ~~could~~they ~~disrupt~~are ~~our~~flagged ~~business~~as ~~operations.~~ of October 31, 2023:

We depend to a large extent on the efforts and continued employment of our executive officers and key management personnel. We do not maintain key-man insurance. The loss of services of one or more of our executive officers or key management personnel could have a negative impact on our financial condition and results of operations.


Vessel Class		U.S.		Mexico		Vanuatu		Brazil		Avg DWT		Total in Class

	HOSFLEX 370		2		—		—		—		7,886		2
	HOSMAX 320		9		1		—		—		6,052		10
	HOSMAX 310		3		—		—		1		5,990		4
	HOSMAX 300		2		4		—		—		5,489		6

	HOSMAX 280		12⁽¹⁾		1		1		—		4,669		14
	HOS 270		—		2		—		—		3,803		2
	HOS 265		3		—		—		—		3,677		3

	HOS 250		3		—		—		—		2,713		3
	HOS 240		12		2		—		—		2,712		14
	HOS 200		—		2		—		—		1,729		2

Total Owned OSVs			46		12		1		1		—		60⁽³⁾

	USN T-AGSE		4		—		—		—		DP-2		4⁽⁴⁾

Total Operated OSVs			50		12		1		1		—		64

~~Restrictions~~(1) ~~contained~~Includes in the ~~indenture~~ ~~governing~~two ~~our~~OSVs ~~10 5/8%~~delivered ~~senior~~in ~~notes~~November 2023 and in the ~~agreement~~one ~~governing~~remaining ~~our~~OSV ~~revolving~~expected ~~credit~~to ~~facility~~be ~~may~~delivered ~~limit~~in ~~our ability~~the tonext ~~obtain~~several ~~additional~~months ~~financing,~~through tothe ~~pursue~~ECO ~~other~~Acquisitions ~~business~~#2 ~~opportunities~~as ~~and~~of tosuch ~~pay dividends~~date.

~~Covenants~~(2) ~~contained~~Includes inmid-spec ~~the~~vessels ~~indenture governing our 10 5/8% senior notes~~ and inlow-spec ~~the agreement governing our revolving credit facility require us to meet certain financial tests, which may limit:~~ vessels.

•(3) ~~our~~Includes ~~flexibility~~21 instacked ~~operating~~vessels, ~~planning~~comprised ~~for~~of two HOS 200s, ~~and~~13 ~~reacting~~HOS to240s, ~~changes~~three HOS 250s, intwo ~~our~~HOS ~~business;~~265s, and one HOSFLEX 370.

•(4) ~~our~~Includes ~~ability~~four toOSVs ~~dispose~~owned ofby ~~assets,~~the ~~withstand~~U.S. ~~current~~Navy, orfor ~~future~~which ~~economic~~we orprovide ~~industry~~ongoing ~~downturns~~operation and ~~compete~~maintenance ~~with others in our industry for strategic opportunities;~~services.

•4 ~~our ability to obtain additional financing for working capital, capital expenditures, including our newbuild programs, acquisitions, general corporate and other purposes; and~~

• our ability to pay dividends, should we choose to do so in the future.

Risks Relating to this Offering

Our management and directors will beneficially own, control or have substantial influence over a significant amount of common stock, giving them a controlling influence over corporate transactions and other matters. Their interests may conflict with yours, and the concentration of ownership of our common stock by such stockholders will limit the influence of public stockholders.

Upon completion of this offering, our management, directors and their respective affiliates, will beneficially own, control or have substantial influence over approximately percent of our outstanding common stock, and approximately percent if the underwriters exercise their over-allotment option in full. If these stockholders voted together as a group, they would have the ability to exert significant influence over our board of directors and its policies. These stockholders would, acting together, be able to control or substantially influence the outcome of stockholder votes, including votes concerning the election of directors, the adoption or amendment of provisions in our certificate of incorporation or bylaws and possible mergers, corporate control contests and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, a merger, consolidation, takeover or other business combination. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our common stock.

Our stock price may fluctuate significantly following this offering, and you could lose all or a part of your investment as a result.

Prior to this offering there has been no public market for our common stock, and we cannot predict the extent to which investor interest in us will lead to the development or maintenance of an active trading market. You may not be able to resell your shares at or above the initial public offering price, which will be determined through negotiations among us and the underwriters and may not be indicative of prices that will prevail in the public trading market. The trading price of our common stock,

~~Index~~MPSV toFleet ~~Financial Statements~~

~~and~~The ~~the~~following ~~price~~table atillustrates ~~which~~our wefleet ~~may~~of ~~sell~~MPSVs ~~securities~~and in the ~~future,~~nations ~~could~~in bewhich ~~subject~~they toare ~~significant~~flagged ~~fluctuations~~as inof ~~response~~October 31, to2023:

• government regulations;


Vessel Class	U.S.	Mexico	Vanuatu	DP Class	Total in Class

HOS SOV/FLOTEL⁽¹⁾	1	—	—	DP-2	1

HOS FLOTEL	1	—	—	DP-2	1

HOS 430	—	1	1	DP-3	2

HOS 400⁽²⁾	2	—	—	DP-2	2

HOS 310/310ES	4	—	—	DP-2	4

HOS 250/265	1	1	—	DP-2	2

HOS 250	1	—	—	DP-2	1

HOS 240	2	—	—	DP-2	2

Total MPSVs	12	2	1		15

•(1) ~~the~~Includes ~~prices~~one ofHOSMAX ~~oil~~280 ~~and~~OSV ~~gas;~~currently being converted into a dual-use SOV/flotel vessel.

•(2) Includes two partially constructed Jones Act-qualified MPSV newbuilds to be completed pursuant to our ~~operating~~settlement ~~results;~~with the Surety, which we expect to be delivered in 2025.

•Jones ~~changes~~Act inand ~~earnings~~other ~~estimates~~cabotage bylaws ~~securities analysts or our ability to meet those estimates;~~

•Our ~~news~~U.S.-flagged ~~announcements~~vessels ~~regarding~~are all Jones Act-qualified. The majority of our U.S. operations are subject to the ~~oil~~provisions of the Jones Act which, subject to limited exceptions, restricts maritime transportation of merchandise between points in the U.S. to vessels that are: (a) built in the United States; (b) registered under the U.S. flag; (c) crewed by U.S. citizens or lawful permanent residents; and ~~gas~~(d) owned and operated by U.S. citizens within the meaning of the Jones Act. Based on publicly-available information compiled by the Company and data provided by Spinergie, the supply of Jones Act-qualified vessels is limited as there are only 81 active high- and ultra high-spec Jones Act-qualified OSVs in the U.S. GoM as of October 31, 2023. Of this limited supply, Hornbeck owns 23% of the market, representing the second largest such fleet in the industry. Mexico and Brazil each have their own cabotage laws that provide varying levels of insulation from foreign sources of competition that may be unwilling to contribute capital or ~~related~~otherwise ~~industries~~satisfy local ownership, crewing, tax and/or build requirements. In 2023, maritime regulators in ~~general~~Mexico implemented new approaches in their oversight of Navieras that historically have permissible levels of non-Mexican ownership, such as ours. As a result, we took legal action in Mexico to preserve our ~~customers~~cabotage privileges there. While a stay has been issued and we plan to prosecute our claim seeking permanent reinstatement of our Mexican cabotage privileges, we nevertheless elected to move most of our ~~competitors~~Mexican-flagged orvessels ~~us;~~into orvarious non-Mexican international markets utilizing our highly-skilled Mexican mariners and shore-based employees. We expect that these vessels will have the opportunity to work in Mexico as the regulatory landscape for Navieras with non-Mexican ownership stabilizes. These cabotage-protected markets create meaningful barriers to entry for foreign-flagged vessels.

•Customer ~~other factors beyond our control.~~Markets

The ~~realization~~OSV ofand ~~any~~MPSV ofmarket has expanded rapidly since the ~~risks~~1970s, ~~described~~driven ininitially ~~this~~by ~~section~~growing ~~could~~offshore ~~cause~~oil ~~the~~and ~~market~~gas ~~price~~production ofand ~~our~~more ~~common~~recently supported ~~stock~~by todiversified ~~decline~~non-oilfield ~~significantly~~customer markets including military support services, renewable energy development and other non-oilfield service offerings. In response to changing market conditions and customer demand, we regularly transfer vessels between our core geographic areas and

~~Investors~~5 ~~in this offering will suffer immediate and substantial dilution and are subject to potential future dilution.~~

The initial public offering price of our common stock will be substantially higher than the net tangible book value per share of the common stock outstanding immediately after this offering. Therefore, if you purchase shares in this offering, you will incur immediate and substantial dilution based on net tangible book value per share. You will incur further dilution if outstanding options to purchase common stock are exercised. In addition, our certificate of incorporation allows us to issue significant numbers of additional shares. Any such issuance may significantly reduce your proportionate interest in our stock. See “Dilution.”

Future sales of our common stock could adversely affect its market price.

Following this offering, we will have a large number of shares of common stock outstanding and available for resale beginning at various points in time in the future. Sales of a substantial number of shares of our common stock in the public market after this offering, or the possibility that these sales may occur, could cause the market price for our common stock to decline. These sales, or the possibility that these sales may occur, could also make it more difficult for us to sell our common stock or other equity securities in the future at a time and at a price that we deem appropriate. Our directors, executive officers and principal stockholders, who collectively will hold a total of 29,053,187 shares of common stock following the completion of this offering, have agreed not to dispose of any shares of common stock, subject to limited exceptions, for a period of 180 days after the date of this prospectus, without the consent of the underwriters. See “Shares Eligible for Future Sale.”

Provisions of our certificate of incorporation, bylaws, stockholder rights plan and Delaware law could deter takeover attempts.

Our certificate of incorporation and bylaws, Delaware corporations law, and our stockholder rights plan contain provisions that could have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of us. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.

~~Index~~ adapt equipment and features of vessels to ~~Financial~~best ~~Statements~~meet potential revenue opportunities. Each customer market has specialized service needs and vessel requirements. For the nine months ended September 30, 2023, approximately 50% of our revenues were attributed to oil and gas drilling support activities. The remaining approximately 50% of our revenues were generated away from the drill bit, comprised of approximately 31% coming from oilfield specialty activities, including offshore construction and equipment installation, as well as decommissioning and plugging and abandonment work; approximately 17% coming from military support services and Humanitarian Aid and Disaster Relief (“HADR”); and approximately 2% coming from other non-oilfield support services, including offshore wind development, construction and support services. As we continue to diversify our customer markets, we expect the non-oilfield markets to contribute a greater portion of revenues in the future.

~~USE~~Oilfield OFServices ~~PROCEEDS~~

We ~~estimate~~predominately ~~that~~serve weour ~~will receive~~oilfield ~~net~~customers ~~proceeds~~in ~~from~~ the ~~sale~~U.S. ~~of shares~~GoM, inthe ~~this offering~~Caribbean, ~~after~~Northern ~~deducting~~South ~~offering~~America ~~expenses,~~and ofBrazil. ~~approximately~~Our ~~$ million.~~vessels Ifprovide ~~the~~support to ~~underwriter’s~~offshore ~~over-allotment~~oil ~~option~~and isgas ~~exercised~~exploration and production companies in ~~full,~~two wekey ~~estimate~~areas: ~~that~~(i) oilfield wedrilling ~~will~~support ~~receive~~and an(ii) oilfield ~~additional~~specialty ~~$ million~~services. WeDrilling ~~intend~~support toprovides ~~use~~services ~~the~~that ~~proceeds~~are tospecifically ~~fund~~related ato ~~portion~~offshore ofdrilling ~~the~~and production ~~costs~~activities. ofThis includes the ~~construction~~ transportation of ~~ocean-going~~drilling equipment, ~~double-hulled~~such ~~tank~~as ~~barges~~wellheads and drill pipe, as well as drilling fluids and other bulk products used in the ~~retrofit~~development of ~~certain~~new ~~existing~~exploration ~~vessels,~~wells ~~possible~~and ~~future~~their ~~acquisitions~~subsequent production activities. Oilfield specialty services support ongoing or ~~additional~~recurring ~~new~~oilfield ~~vessel~~activities, ~~construction~~such as equipment installation services, IRM, flowback, well testing, pipeline flushing, decommissioning, and ~~for~~worker ~~general~~accommodations ~~corporate~~and ~~purposes~~transportation. WeIn combination, dowe ~~not~~offer ~~currently~~our ~~have~~oilfield ~~any~~customers ~~agreements~~a ~~or understandings~~comprehensive ~~with~~range ~~respect~~of tovessel ~~any~~types ~~acquisition~~and ~~targets.~~service ~~Pending~~offerings ~~these~~that ~~uses~~cover the entire value chain of offshore hydrocarbon development. Additionally, we ~~may~~operate ~~repay~~a ~~debt~~port ~~under~~facility ~~our~~located ~~revolving~~in ~~credit~~Port ~~facility~~Fourchon, Louisiana, ~~which~~where we are able to stage equipment and cargos in support of such services and can bealso ~~reborrowed~~perform some of our own maintenance, outfitting and other in-the-water shipyard repair activities.

~~DIVIDEND~~Non-Oilfield ~~POLICY~~Services

WeMilitary ~~currently~~Support ~~intend~~Services to retain any future earnings to finance the growth, development and expansion of our business. Accordingly, we do not intend to declare or pay any dividends on our common stock for the foreseeable future. The declaration, payment and amount of future dividends, if any, will be at the sole discretion of our board of directors after taking into account various factors, including our financial condition, results of operations, cash flow from operations, current and anticipated capital requirements and expansion plans, the income tax laws then in effect and the requirements of Delaware law. In addition, the indenture governing our 10 5/8% senior notes and the agreement governing our revolving credit facility include restrictions on our ability to pay cash dividends without meeting certain financial ratios and obtaining the consent of the lenders.

16Since our inception, we have been a prominent, private sector service provider to the U.S. military by delivering vessels that support their readiness and security. We support our government customers in two key service offerings primarily from the East and West Coasts of the United States. We provide ongoing operation and maintenance of four highly specialized OSVs (which we previously developed, constructed, and sold to the U.S. Navy) via a long-term Operations & Maintenance (“O&M”) contract. We also own, operate, and charter vessels that provide submarine supply services, rescue and recovery capabilities, transportation services and training drills. Our military service capabilities are an accelerating component of our service portfolio and military support is a customer market that is of particular importance given the stability provided by the U.S. government’s desire to execute long-term service agreements with qualified private contractors. We have received approximately $53.6 million, $65.6 million and $77.1 million of revenue for military support services for the years ended 2021 and 2022 and for the nine months ended September 30, 2023, respectively.

Renewable Energy

Renewable energy, and particularly offshore windfarms and infrastructure, is in its early stage of development in the U.S. and represents an emerging market for our services. Certain of the development and maintenance aspects of U.S. offshore windfarms will require the use of U.S.-flagged, Jones Act-qualified, high specification vessels, for which we are well-positioned to offer our services. We believe that vessels such as ours will be critical across all stages of the offshore windfarm development cycle, including installation support, geophysical survey, vessel support for testing and operations maintenance and repair. Offshore wind development and associated services represent a potential high-growth customer market for our business and our growing involvement positions our business to actively participate in the alternative energy market.

~~Index~~Other toNon-Oilfield ~~Financial~~Services ~~Statements~~

The versatility of our vessels allows us to support communities in our core geographic areas by providing other ~~CAPITALIZATION~~non-oilfield services, including humanitarian aid and disaster relief, and service to the aerospace and telecommunications industries. For example, our fleet can support oil spill relief, hurricane recovery, vessel salvage and a broad range of search and rescue operations by deploying vessels to high-need areas in response to natural disasters or crises and providing those affected with lifesaving supplies and equipment. Additionally, our vessels are equipped to support aerospace launches that call for rocket component landing and recovery capabilities.

~~The~~Collectively, ~~following~~our ~~table~~oilfield ~~sets forth~~and ~~our~~non-oilfield ~~consolidated~~customer ~~cash~~markets ~~and~~provide ~~cash~~a ~~equivalents~~diverse platform from which we can leverage the capabilities of our vessels and ~~capitalization~~creatively asdeploy them with customers to serve new markets or high-need service areas. We believe that the diversification benefits that come from servicing a broad range of ~~June~~customers ~~30,~~reduces ~~2003:~~the potential variability in our operating performance.

•Industry onOverview ~~a historical basis; and~~

•Offshore asExploration ~~adjusted to reflect the sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, after deducting underwriting discounts~~ and Production ~~commissions and our estimated offering expenses of $ .~~

~~The~~Over ~~information~~the inlast ~~this~~three ~~table~~decades, isthe ~~unaudited.~~offshore ~~This~~oil ~~table~~and gas industry has undergone significant technological change, marked ~~should~~by bean ~~read~~ability to explore and produce hydrocarbons in ~~conjunction~~deep ~~with~~and ~~our~~ultra-deepwater ~~historical~~regions. ~~consolidated~~These ~~financial~~areas ~~statements~~contain ~~and~~some of the ~~notes~~largest tohydrocarbon ~~those~~reserve ~~statements~~deposits ~~included~~anywhere in ~~this~~the ~~prospectus~~world with inventory that is expected to last decades.

	As of June 30, 2003
	Actual		As Adjusted
	(In thousands)
Cash and cash equivalents	$	14,747	$
Long-term credit obligations:
Revolving credit facility	$	39,000
10 5/8% senior notes due 2008 (net of original issue discount of $2,514)		172,486
Total long-term credit obligations		211,486
Stockholders’ equity:
Preferred stock, $0.01 par value, 5,000 shares authorized; no shares issued and outstanding		—		—
Common stock, $0.01 par value, 100,000 shares authorized, 35,812 and issued and outstanding, historical and as adjusted, respectively		358
Additional paid-in capital		88,342
Retained earnings		17,656
Total stockholders’ equity		106,356
Total capitalization	$	317,842	$

Most deepwater offshore drilling activity is concentrated in the U.S. GoM, South America (largely dominated by Brazil and more recently, Guyana) and West Africa. Based on Rystad industry data as of September 2023, approximately 74% of global deepwater hydrocarbons are located in the GoM and South America. Moreover, per the Bureau of Safety and Environmental Enforcement (“BSEE”), average deepwater well depths have been on an upward trajectory creating significant demand for high- and ultra high-spec OSVs and MPSVs, which are well-positioned to service larger, more remote projects given their greater storage capacities, larger deck space, and industry-leading technologies.

~~The~~We ~~information~~expect ~~set~~offshore ~~forth~~drilling ~~above~~activity to accelerate through ~~does~~2025. ~~not~~Offshore ~~include~~activity ~~2,284,111~~is ~~shares~~economically ofadvantaged ~~our~~with ~~common~~low ~~stock~~breakeven ~~issuable~~prices. Based on Rystad industry data as of ~~June~~September 302023, ~~2003~~nearly 90% of offshore proven reserves and probable reserves are economic when crude oil prices are at or below $40.00 per barrel, ~~upon~~a ~~exercise~~level ofwell ~~options~~below ~~previously~~2023 ~~granted~~year-to-date prices. As a result, offshore activity is expected to ~~employees~~accelerate and ~~non-employee~~Rystad ~~directors~~forecasts atthat aoffshore ~~weighted~~rig ~~average~~counts ~~price~~in ofHornbeck’s $2core markets will increase approximately 19% through 2026.95 Contracted drilling rigs that provide exploration and 1drilling services to major exploration and development companies are a key leading indicator to OSV demand as each rig working to drill a well requires several OSVs to service it with equipment and supplies. The number of OSVs required to support a drilling rig depends on many factors including the type of drilling activity,~~090,889~~ ~~additional~~the ~~shares~~development stage of ~~our common~~the ~~stock~~well, ~~reserved~~and asthe location of ~~June~~the 30rig. Typically, ~~2003~~during the initial drilling stage, ~~for~~more ~~grants~~OSVs are required to supply drilling mud, drill pipe, and ~~awards~~other ~~under~~materials ~~our~~than ~~Incentive~~at ~~Compensation~~later ~~Plan~~stages in the drilling cycle. On average, and ~~also~~based ~~assumes~~on ~~that~~recent trends in active offshore drilling rigs and OSVs, we believe a typical offshore drilling rig requires approximately three to four OSVs to provide ongoing services at any one time with select areas such as Brazil and the ~~underwriters~~Caribbean dogenerally ~~not~~requiring ~~purchase~~a ~~additional~~greater ~~shares~~number of ~~common~~OSVs ~~stock~~per ~~from~~drilling usrig due to greater logistical challenges in ~~this~~those ~~offering~~markets resulting toin ~~cover~~longer ~~over-allotments~~vessel turnaround times.

17Our fleet of vessels provides logistics support and specialty services to the offshore oil and gas exploration and production industry, primarily in the U.S. GoM, the Caribbean, Northern South America and Brazil, as well as non-oilfield specialty services for the U.S. military and other non-oilfield service customers primarily in the U.S. GoM and from the East and West Coasts of the United States. The United States, Mexico and Brazil have strict cabotage laws that provide us varying levels of insulation from foreign sources of competition that may be

~~Index~~ unwilling to ~~Financial~~contribute ~~Statements~~capital or otherwise satisfy local ownership, crewing, tax and/or build requirements. We have vessels flagged in each of these jurisdictions and, due to treaties or other legal benefits, we are regularly able to move vessels and/or crews among these jurisdictions.

Below are more detailed descriptions of the ~~DILUTION~~industry dynamics impacting our core Oilfield Services operating markets:

~~Our net tangible book value as of June 30, 2003, was approximately $ million or $ per share, which gives effect to an additional $2~~U.~~5 million received in early July as part of a $30 million private placement of our common stock affected during June and July 2003~~S. ~~Net~~GoM tangible book value per share represents our tangible net worth (tangible assets less total liabilities) divided by the total number of outstanding shares of our common stock. Dilution in net tangible book value per share represents the difference between the amount per share that investors will pay in this offering and the net tangible book value per share immediately afterwards.

~~After~~The ~~giving~~U.S. ~~effect~~GoM continues to ~~the~~be ~~receipt~~a ofworld-class ~~$ million~~basin, ofattracting ~~estimated~~significant ~~net~~capital ~~proceeds~~ from ~~the~~exploration ~~sale~~and ~~of shares~~production ofcompanies. ~~our~~Based ~~common~~on ~~stock~~Rystad industry indata, ~~this~~U.S. ~~offering~~GoM atoffshore anrig ~~assumed~~counts ~~price~~have ofincreased ~~$ per~~from ~~share~~16 ~~after~~to ~~deducting~~21 ~~the estimated~~rigs ~~underwriting~~from ~~fees~~2021 ~~and~~to ~~estimated~~2023 ~~expenses~~and ofare ~~this~~expected ~~offering,~~to ~~our~~remain ~~adjusted~~range-bound ~~net~~between ~~tangible~~20 ~~book~~and ~~value~~22 asrigs ofthrough ~~June~~2027. 30Similarly, ~~2003~~U.S. ~~would~~GoM ~~have~~offshore ~~been~~well ~~$ million~~counts ~~or $ per~~are ~~share.~~expected ~~This~~to ~~represents~~increase anevery ~~immediate~~year from ~~increase~~2023 inthrough ~~our~~2027 ~~net~~with ~~tangible~~an ~~book~~average ~~value~~CAGR of ~~$ per~~approximately ~~share~~4.5%. Due to ~~existing~~higher ~~shareholders~~cost, greater complexity and anlonger ~~immediate~~equipment ~~dilution~~and ~~of $ per~~permitting ~~share~~lead times compared to ~~new~~conventional ~~investors~~onshore ~~purchasing~~drilling, ~~our~~offshore ~~common~~projects ~~stock~~are characterized by long cycle planning and investment. This dynamic results in ~~this~~greater ~~offering~~stability and resilience through commodity price cycles. ~~The~~Historically, ~~following~~onshore ~~table~~rig ~~illustrates~~counts ~~this~~are ~~per~~more ~~share~~variable ~~dilution~~during toperiods ~~new~~of ~~investors~~commodity ~~purchasing~~price ~~our~~volatility ~~common~~than ~~stock~~offshore inrig ~~this~~counts. ~~offering:~~

The increased focus on the need for low carbon-intensity production has also highlighted the importance of the GoM and its lower global greenhouse gas (“GHGs”) emissions intensity (CO2e/kboe) relative to other global offshore basins. According to Wood Mackenzie’s Emissions Benchmarking Tool, U.S. Gulf of Mexico Deepwater’s weighted average emissions intensity in 2023 is 8.49 tCO2e/kboe compared to a global weighted average of 20.22 tCO2e/kboe. As a result, we believe that the GoM will continue to be an area of increased investment and production by many of the large oil and gas producers.

~~The~~Brazil table above also assumes no issuance of shares under options outstanding as of June 30, 2003. Upon completion of this offering, 2,308,611 shares of our common stock will be issuable upon the exercise of options granted under our Incentive Compensation Plan at exercise prices ranging from $1.85 to $5.00 per share. Of these shares, 1,242,625 will be issuable under options that will be exercisable upon completion of this offering, with the remaining 1,065,986 becoming issuable at various intervals in the future based on remaining option vesting schedules. Please read “Management—Option Grants” and “Principal Stockholders” for more information regarding outstanding options to purchase our common stock. If the 1,242,625 shares subject to options that will be exercisable upon completion of this offering were included in the above calculations, the dilution per share to new investors would be $ , and if all 2,308,611 shares subject to options outstanding upon completion of this offering were included in the above calculations, the dilution per share to new investors would be $ .

~~The~~Based ~~following~~on ~~table~~Rystad ~~illustrates~~industry data, Brazil onis anexpected asto ~~adjusted~~receive ~~basis~~the asmost ofdeepwater ~~June~~oil ~~30,~~and ~~2003,~~gas ~~the difference~~investment worldwide between ~~the~~2024 ~~number~~and of2027. ~~shares~~Brazil ofhas ~~common~~seen ~~stock~~a ~~purchased~~significant ~~from~~increase ~~us,~~in ~~the~~investment ~~total~~in ~~consideration~~its ~~paid~~upstream toresources usfrom private exploration and production companies since the ~~average~~2014 downturn, ~~price~~when ~~paid~~state byoil ~~existing~~company ~~shareholders~~Petrobras ~~and~~began selective asset sales to address its balance sheet issues. Supported by the ~~new~~current ~~investors~~oil ~~purchasing~~price ~~shares~~environment, ofmany ~~common~~large ~~stock~~international oil companies as well as local independents are investing in deepwater ~~this~~exploration ~~offering~~and development activities. Additionally, ~~before deduction~~Petrobras ofhas ~~estimated~~publicly ~~underwriting~~announced ~~fees~~plans ~~and~~to ~~estimated~~spend ~~expenses~~approximately of$65 billion ~~this~~on ~~offering~~exploration ~~payable~~and byproduction usactivities from 2023 through 2027.

SharesPurchased(1)

Total CashConsideration(1)

Average Price Per Share

Number

Percent

Amount

Percent

Existing shareholders

New investors

Total

Based on Rystad industry data, the offshore rig count in Brazil is forecasted to increase to 30 rigs in 2024, a 20% increase from current levels. In addition, Rystad industry data anticipates rig count levels remaining above 2024 levels through at least 2027. The increase in activity will likely require additional vessels to mobilize to the area to support this increased drilling activity. As of October 31, 2023, four U.S. Jones Act high- and ultra high-spec vessels have relocated from the U.S. GoM to Brazil in order to fulfill the current demand in the region.

~~(1)~~Caribbean ~~Gives~~and ~~effect~~Northern toSouth ~~2,700,000~~America shares for which stock subscriptions were received (including 504,893 shares issued for $2,524,465 with respect to subscriptions received in early July 2003) but for which payment was not received until July 2003.

18The Caribbean and Northern South America are developing markets for deepwater exploration and production. Activity in the region is primarily focused in the Guyana-Suriname basin, but also includes Colombia, Trinidad and occasionally other Caribbean islands. Due to the proximity to the U.S. GoM and the

~~Index~~ Mexico GoM and the offshore operating environment, high-spec and ultra high-spec U.S.-flagged and Mexico-flagged OSVs are ideally suited to ~~Financial~~serve ~~Statements~~customers in this region. Currently, over 50% of the OSVs operating in the area are U.S.-flagged.

~~SELECTED~~Since ~~HISTORICAL~~the ~~CONSOLIDATED~~discovery ~~FINANCIAL~~of ~~INFORMATION~~the Liza-1 well in 2015, the Guyana-Suriname basin has become one of the fastest growing deepwater exploration markets in the world. In April of 2022, ExxonMobil announced the final investment decision, or FID, for the Yellowtail development offshore Guyana, which was the fourth, and largest, project in the Staebroek Block. The total investment is expected to reach $12 billion and deliver a daily output of 250,000 barrels a day. According to published data from Hess Corporation as of March 2023, ExxonMobil’s partner in the Yellowtail development, the Staebroek Block’s gross discovered recoverable resource estimate is more than 11 billion barrels of oil equivalent. Other operators, such as TotalEnergies, have announced plans to invest in the region with a FID for Block 58 in Suriname expected to be approved in 2023.

~~(In~~As ~~thousands~~of October 31, ~~except~~2023, ~~per~~there ~~share~~were ~~and~~eight offshore rigs operating in this region. According to Rystad industry data), this number is expected to increase to nine offshore rigs and remain at this increased level through at least 2027. These activity levels will require additional vessels to mobilize to the area to support drilling activity. We believe that additional U.S.-flagged vessels are well-suited to support these new drilling programs. As of October 31, 2023, 19 U.S. Jones Act high- and ultra high-spec vessels have relocated from the U.S. GoM to the Caribbean and South America in order to fulfill the current demand in this region.

Our selected historical consolidated financial information as of and for the periods ended December 31, 1998, 1999, 2000, 2001 and 2002 was derived from our audited historical consolidated financial statements. Our selected historical financial information as of and for the sixNon-~~month~~Oilfield ~~periods~~Services ended June 30, 2002 and 2003 was derived from our unaudited historical consolidated financial statements. The data should be read in conjunction with and is qualified in its entirety by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Capitalization” and our historical consolidated financial statements and the notes to those statements included elsewhere in this prospectus.

	Year Ended December 31,															Six Months EndedJune 30,
	1998			1999			2000			2001			2002			2002			2003
																(Unaudited)
Statement of Operations Data:
Revenues	$	12,822		$	25,723		$	36,102		$	68,791		$	92,585		$	44,058		$	53,357
Operating expenses		10,701			16,890			20,410			32,371			48,043			21,448			28,666
General and administrative expenses		1,699			2,852			3,355			8,473			10,271			5,053			5,713
Operating income		422			5,981			12,337			27,947			34,271			17,557			18,978
Interest income		130			170			305			1,455			667			448			115
Interest expense		2,679			7,524			15,478			16,646			16,207			7,796			8,574
Other income (expense)(1)		544			(20	)		(138	)		—			55			—			707
Income (loss) before income taxes		(1,583	)		(1,393	)		(2,974	)		12,756			18,786			10,209			11,226
Income tax (expense) benefit		156			(341	)		(1,550	)		(5,737	)		(7,139	)		(3,879	)		(4,263	)
Net income (loss)(2)(3)		(1,427	)		(1,734	)		(4,524	)		7,019			11,647			6,330			6,963
Per Share Data:
Basic net income (loss)(3)	$	(0.13	)	$	(0.15	)	$	(0.36	)	$	0.27		$	0.39		$	0.21		$	0.22
Diluted net income (loss)(3)	$	(0.13	)	$	(0.15	)	$	(0.36	)	$	0.27		$	0.38		$	0.21		$	0.22
Weighted average basic shares outstanding		11,334			11,367			12,594			25,661			30,245			30,188			31,006
Weighted average diluted shares outstanding		11,334			11,367			12,594			25,760			30,652			30,276			31,446
Balance Sheet Data (at period end):
Cash and cash equivalents	$	3,183		$	6,144		$	32,988		$	53,203		$	22,228		$	36,821		$	14,747
Working capital		105			(2,429	)		29,524			48,516			22,265			31,912			27,212
Property, plant and equipment, net		45,819			85,700			98,935			180,781			226,232			207,708			297,965
Total assets		58,216			103,486			147,148			258,817			278,290			268,526			356,092
Total long-term debt(4)		34,621			79,076			82,557			171,976			172,306			172,249			211,486
Total stockholders’ equity		11,036			9,194			38,197			59,866			71,876			66,557			106,356
Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities	$	3,593		$	1,915		$	5,741		$	33,345		$	24,955		$	15,272		$	13,405
Investing activities		(30,692	)		(42,313	)		(15,324	)		(88,328	)		(55,771	)		(31,478	)		(71,376	)
Financing activities		25,661			43,359			36,427			75,198			(159	)		(176	)		50,490
Other Financial Data (unaudited):
EBITDA(5)	$	2,434		$	9,263		$	17,667		$	37,072		$	47,289		$	23,357		$	27,417

Beyond Oilfield Services, our vessels are actively involved in the support of critical offshore activities in our core geographic regions, including military services, renewable energy development and other non-oilfield service offerings. As of October 31, 2023, 15 U.S. Jones Act-qualified high- and ultra high-spec vessels were working in military, offshore wind, aerospace or other industries. These non-oilfield markets have had a material impact on an already tight U.S. Jones Act market. Below are more detailed descriptions of the industry dynamics within each of those customer markets:

19Military Support Services

The United States has relied on private vessel owners and operators comprising the U.S. Merchant Marine to provide vessels that support U.S. military readiness and security, as well as peacetime and wartime services. We provide such support primarily from the East and West Coasts of the United States. The use of specialized vessels, including OSVs and MPSVs, has increased as the broad utility of these vessels has been recognized by government customers, particularly the U.S. Navy. We believe the opportunities for additional military use could include:

•

Service offerings for the U.S. Special Operations Command, the organization tasked with overseeing the various special operations of the U.S. Army, Marine Corps, Navy and Air Force;

•

O&M contract opportunities; and

•

Operational support for a growing fleet of U.S. Navy vessels.

Military support services represent a tremendous growth opportunity beyond the oilfield. Military business provides a diversified customer market that counterbalances oilfield volatility and generally comes with longer tenor contracts (generally more than three years). We continue to grow our military support services offerings and expect them to continue to grow in the future.

Renewable Energy Development

The offshore wind market is in its early stage of development and shows potential as an emerging market for our services in the U.S. GoM, as well as certain areas on the East and West Coasts of the United States. Field

~~Index~~ surveying, construction and operation for offshore wind require many of the core competencies and vessel specifications used in oilfield services, creating opportunities for legacy oilfield vessel providers to ~~Financial~~service ~~Statements~~this market. Moreover, many of the wind farms developed in domestic U.S. waters will require Jones Act-qualified vessels thereby creating cabotage protections for this work.

	Year Ended December 31,															Six Months EndedJune 30,
	1998			1999			2000			2001			2002			2002			2003
																(Unaudited)
Other Operating Data (unaudited):
Offshore Supply Vessels:
Average number(6)		0.1			4.1			6.8			7.8			11.0			9.8			13.7
Average utilization rate(7)		100	%		93.1	%		93.4	%		99.1	%		94.9	%		95.9	%		91.0	%
Average dayrate(8)	$	8,936		$	6,724		$	8,435		$	11,872		$	12,176		$	11,795		$	12,220
Tugs and Tank Barges:
Average number of tank barges(9)		7.0			7.1			7.0			12.3			16.0			16.0			15.8
Average fleet capacity (barrels)(9)		358,108			434,861			451,655			847,780			1,130,727			1,130,727			1,133,797
Average barge size (barrels)(9)		51,158			61,464			64,522			68,109			70,670			70,670			71,893
Average utilization rate(7)		75.3	%		73.9	%		71.4	%		84.4	%		78.1	%		80.4	%		75.4	%
Average dayrate(10)	$	6,502		$	8,482		$	8,982		$	8,944		$	9,499		$	9,505		$	11,239

Vessel requirements for offshore wind development typically span three distinct phases:

~~(1)~~• ~~Represents~~Pre-Construction ~~other~~Surveying: ~~operating~~This ~~income~~phase ~~and~~of ~~expenses,~~development ~~including~~requires ~~gains~~surveying ~~(or~~vessels ~~loses)~~to onascertain ~~disposition~~sea ofbottom, ~~assets~~sea state, and ~~equity~~wind inconditions, ~~income~~as ~~from~~well ~~investments~~as site clearing for potential project development.

~~(2)~~• ~~Includes~~Construction ~~goodwill~~and ~~amortization~~Installation: ofThis ~~$135,~~phase ~~$126,~~of ~~$126~~development ~~and~~is ~~$126 for~~ the ~~years~~most ~~ended~~vessel ~~December~~intensive ~~31, 1998, 1999, 2000~~ and ~~2001,~~will ~~respectively.~~require ~~Effective~~service ~~January~~vessels 1,to ~~2002,~~execute ~~SFAS~~and ~~No.~~support ~~142~~a ~~“Goodwill~~range ~~and~~of ~~Other~~tasks ~~Intangible~~including ~~Assets”~~foundation, ~~requires~~monopile, ~~that goodwill~~ and ~~other~~wind ~~indefinite-lived~~turbine ~~assets~~installations, ~~are~~cable ~~no longer amortized~~laying, ~~but~~installation ~~are~~of ~~reviewed~~electrical ~~for~~transmission ~~impairment~~lines ~~annually~~between orfield ~~more~~units ~~frequently~~and ifthe ~~circumstances~~onshore/offshore ~~indicate~~electric ~~potential impairment. Net income (loss) would have been $(1~~grid,~~292),~~ ~~$(1,608), $(4,398)~~ and ~~$7,145 for~~ the ~~years~~transportation ~~ended~~and ~~December~~housing ~~31,~~of ~~1998,~~construction ~~1999, 2000~~ and ~~2001,~~installation ~~respectively~~crews, ifamong ~~SFAS 142 had been in effect on January 1, 1998~~others.

~~(3)~~• ~~Excludes~~Ongoing aService ~~net~~and ~~write-off~~Maintenance: ofThis ~~$108~~phase ~~($0.01~~will ~~basic~~require ~~and~~vessels ~~diluted~~to ~~per~~provide ~~share~~ongoing ofservice ~~common~~and ~~stock)~~maintenance ~~related~~ to aoffshore ~~cumulative~~wind ~~effect~~infrastructure ofassets ~~change~~including increw ~~accounting~~and ~~principle~~equipment ~~for~~transfers, ~~start-up~~asset ~~costs~~retrofitting inand ~~1999~~replacement, and ongoing infrastructure monitoring services.

~~(4)~~The ~~Excludes~~U.S. ~~original~~offshore ~~issue~~wind ~~discount~~market ~~associated~~is ~~with~~forecasted ~~our~~to 10grow. ~~5/8~~In ~~senior~~2021, ~~notes~~the Biden Administration released its Offshore Wind Energy Strategy outlining its goal of deploying 30 gigawatts of offshore wind in the ~~amount~~United ofStates ~~$3,024,~~by ~~$2,694,~~2030. ~~$2,805~~Based ~~and~~on $2the DoE Report,~~514~~ asestimated installations of ~~December~~U.S. ~~31,~~offshore ~~2001,~~wind ~~December~~assets ~~31,~~are ~~2002~~expected to accelerate from approximately 130 megawatts in 2023 to approximately 6,500 ~~June~~megawatts 30in 2027. According to the BOEM, ~~2002~~59 wind energy lease areas have been identified along U.S. coastlines and ~~June~~the ~~30,~~Great ~~2003~~Lakes with more than 50 locations already having named lease holders. Of that, ~~respectively~~21 offshore wind projects have already been sanctioned along the U.S. ~~The~~East ~~amount~~Coast with more expected as the U.S. economy attempts to transition its energy mix to a higher percentage of ~~June~~renewable 30energy sources. Additionally, ~~2003~~five ~~includes~~lease ~~$39,000~~sales ~~outstanding~~on ~~under~~the ~~our~~West ~~long-term,~~Coast ~~revolving~~of ~~credit~~the United States ~~facility~~are expected to require floating installation capabilities and vessels which Hornbeck’s fleet is capable of providing.

~~(5)~~Other ~~See our discussion of EBITDA as a non~~Non-~~GAAP~~Oilfield ~~financial~~Services ~~measure immediately following these footnotes.~~

~~(6)~~ We ~~owned~~have 20multiple ~~OSVs~~areas ~~at June 30, 2003, acquired an additional OSV on August 6, 2003, and took delivery~~ of agrowth ~~newly~~in ~~constructed~~other non-oilfield ~~OSV~~services onincluding: ~~September 17, 2003. We expect to take delivery of an additional newly constructed OSV in December 2003.~~

~~(7)~~• ~~Utilization~~Humanitarian ~~rates~~Aid and Disaster Relief: Because of the versatility of our vessels, we are ~~average~~often ~~rates~~contracted ~~based~~as onpart aof ~~365-day~~the ~~year~~response to an offshore crisis, including as service support for the Federal Emergency Management Agency. ~~Vessels~~In ~~are~~the ~~considered~~past, ~~utilized~~we ~~when~~have ~~they~~supported ~~are~~oil ~~generating~~spill ~~revenues~~relief, non-oilfield hurricane relief, aircraft disasters, vessel and other equipment salvage and other post-disaster recovery efforts.

~~(8)~~• ~~Average~~Aerospace: ~~dayrates~~Our ~~represent~~vessels ~~average~~are ~~revenue~~equipped ~~per~~to ~~day,~~support ~~which~~aerospace ~~includes~~launches ~~charter~~that ~~hire~~call for rocket component landing and ~~brokerage~~recovery ~~revenue~~capabilities. In addition, ~~based~~we onhave supported the ~~number~~aerospace ofindustry ~~days~~through ~~during~~vessel ~~the~~crewing ~~period~~and ~~that~~other ~~the~~vessel ~~OSVs~~management ~~generated revenue~~agreements.

~~(9)~~• ~~The~~Telecommunications: ~~averages~~Our ~~for~~vessels ~~the~~can ~~six~~also ~~months~~be ~~ended~~retrofitted ~~June 30, 2003 give effect~~ to ~~our~~support ~~sale of~~ the ~~Energy 5502 on January 28~~installation, ~~2003~~testing and ~~our~~retrieval ~~acquisition~~ of ~~the~~fiber ~~Energy~~optic ~~8001 on February 28, 2003~~cable. ~~As of June 30, 2003, our tank barge fleet consisted of 16 vessels.~~

~~(10)~~Our ~~Average~~Competitive ~~dayrates~~Strengths represent average revenue per day, including time charters, brokerage revenue, revenues generated on a per-barrel-transported basis, demurrage, shipdocking and fuel surcharge revenue, based on the number of days during the period that the tank barges generated revenue. For purposes of brokerage arrangements, this calculation excludes that portion of revenue that is equal to the cost of in-chartering third-party equipment paid by customers.

~~EBITDA~~Leading ~~consists~~presence of earnings (net income) before interest expense, provision for income taxes, depreciation and amortization. This term, as we define it, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in ~~accordance~~ ~~with accounting principles generally accepted in~~ the United States, ~~or GAAP. EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing~~ and ~~financing~~ ~~activities,~~Latin orAmerica ~~other income or cash flow statement data prepared in accordance with GAAP.~~

20Hornbeck was established in 1997 and has one of the most capable and high-spec fleets of vessels in the industry. Based on publicly-available information compiled by the Company and data provided by Spinergie, we

~~Index~~ believe that our fleet of 41 high-spec and ultra high-spec OSVs, totaling 217,184 in DWT capacity, represents 6.3% of the 3,429,535 total DWT of such vessels in the world, making Hornbeck the third largest fleet out of 169 companies that own and operate high-spec and ultra high-spec OSVs worldwide. Furthermore, we believe that our fleet of 14 U.S.-flagged ultra high-spec OSVs, totaling 83,250 in DWT capacity, represents the largest fleet of such vessels operating in the United States measured by DWT capacity. Additionally, we are one of the top operators of OSVs, based on DWT, in each of our two core geographic markets, which include 2,424,266 DWT and constitute 41.3% of the global supply of 5,864,666 DWT to ~~Financial~~such ~~Statements~~markets. Our 46 U.S.-flagged OSVs, totaling 206,806 in DWT capacity, comprise the second largest fleet of technologically advanced, OSVs qualified for work in the U.S. GoM under the Jones Act. As of October 31, 2023, our active fleet of OSVs and MPSVs consisted of (i) 18 U.S.-flagged OSVs and seven MPSVs in the U.S. GoM, (ii) four OSVs and one MPSV in the U.S. Atlantic, (iii) one OSV and two MPSVs in the U.S. Pacific, (iv) five OSVs in offshore Brazil, (v) four OSVs and one MPSV in the Caribbean and Northern South America and (vi) one OSV in offshore Africa. We believe that having scale in our core markets with the flexibility to transfer vessels among regions benefits our customers and provides us with operating efficiencies.

WeLarge ~~believe~~and ~~EBITDA~~diverse isfleet ~~useful~~of totechnologically anadvanced ~~equity~~high-spec ~~investor~~vessels ~~in evaluating our operating performance because:~~

•Over itthe ispast ~~widely~~26 ~~used~~years, bywe ~~investors~~have assembled a multi-class fleet of 60 OSVs and 15 MPSVs. Since 2014, we have focused on expanding our line of high-spec and ultra high-spec vessels, increasing our fleet of such vessels from 41% of our fleet in 2014 to 75% of our ~~industry~~fleet in 2023. These high-spec and ultra high-spec vessels incorporate sophisticated technologies, are designed specifically to operate ~~measure~~safely ain ~~company’s~~complex ~~operating~~and ~~performance~~challenging ~~without~~environments ~~regard~~and are equipped with specialty equipment and other features to ~~items~~respond ~~such~~to asthe ~~interest~~needs ~~expense~~of our customers through the project development and operation lifecycle. These technologies include dynamic positioning, ~~depreciation~~roll reduction systems and ~~amortization~~controllable pitch thrusters, which ~~can~~allow ~~vary~~our ~~substantially~~vessels ~~from~~to ~~company~~maintain position with minimal variance, and our cargo handling systems, which permit high volume transfer rates of liquid mud and dry bulk materials. In addition, we are able to ~~company~~outfit ~~depending~~our ~~upon~~vessels ~~accounting~~with ~~methods~~specialty equipment and ~~book~~certain features as needed for specific projects. The greater fuel efficiency, larger carrying capacity size, advanced mud-handling systems and other high-spec features that reduce project downtime create a compelling value ofproposition. ~~assets~~As a result, ~~capital~~we ~~structure~~believe that we earn higher average day-rates when compared to our competitors. According to industry data from Fearnley Offshore Supply, our average dayrates were 58%, 87%, and ~~the~~48% ~~method~~higher than those of comparably sized vessels owned by ~~which~~other ~~assets~~operators ~~were~~in ~~acquired;~~2021, 2022, and the nine months ended September 30, 2023, respectively.

•Strong itmarket ~~helps~~position ~~investors~~due ~~more meaningfully evaluate and compare the results of our operations from period~~ to ~~period~~qualification byunder ~~removing~~ the ~~impact~~Jones ofAct ~~our capital structure (primarily interest charges from our outstanding debt)~~ and ~~asset~~favorable ~~base~~sector ~~(primarily~~tailwinds ~~depreciation and amortization of our vessels) from our operating results.~~

~~Our~~As ~~management~~a ~~uses~~leader ~~EBITDA:~~in marine transportation services to the offshore oilfield industry, we believe Hornbeck is well-positioned to capitalize on favorable industry conditions for significant growth opportunities, particularly in offshore wind development and support services to the U.S. military on the East and West Coasts of the United States. The United States has strict cabotage laws that provide some insulation from foreign sources of competition. In addition, the U.S. high-spec and ultra high-spec vessel supply is highly restricted with long lead times for new construction. High newbuild costs result in unfavorable economics for newbuilds, which is exacerbated by limited pools of available capital to make investments into new fleet construction. We believe our reputation for high-quality, safe and reliable operations, complex problem solving, operational flexibility, and world-class vessels allows Hornbeck to compete effectively for and retain qualified mariners, which positions Hornbeck for long-term sustainable growth in a tight labor market. In addition, our robust offering of services, ranging from initial construction to decommissioning, has allowed us to compete effectively and remain a trusted service provider for active offshore companies as well as the U.S. military.

•11 as a measure of operating performance because it assists us in comparing our performance on a consistent basis as it removes the impact of our capital structure and asset base from our operating results;

• in presentations to our board of directors to enable them to have the same consistent measurement basis of operating performance used by management;

• as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations;

• as a basis for incentive cash bonuses paid to our executive officers and other shore-based employees;

• to assess compliance with financial ratios and covenants included in our revolving credit facility and the indenture governing our senior notes; and

• in communications with lenders, senior note holders, rating agencies and others, concerning our financial performance.

In March 2003, the Commission adopted rules regulating the use of non-GAAP financial measures, such as EBITDA, in filings with the Commission, disclosures and press releases. These rules require non-GAAP financial measures to be presented with and reconciled to the most nearly comparable financial measure calculated and presented in accordance with GAAP. The following table reconciles EBITDA with our net income (loss):

	Year Ended December 31,													Six MonthsEnded June 30,
	1998			1999			2000			2001		2002		2002		2003
Net income (loss)	$	(1,427	)	$	(1,734	)	$	(4,524	)	$	7,019	$	11,647	$	6,330	$	6,963
Interest expense:
Debt obligations(1)		1,155			5,262			8,216			13,694		16,207		7,796		8,574
Put warrants(2)		1,524			2,262			7,262			2,952		—		—		—
Income tax expense (benefit)		(156	)		341			1,550			5,737		7,139		3,879		4,263
Depreciation and amortization		1,338			3,132			5,163			7,670		12,296		5,352		7,617
EBITDA	$	2,434		$	9,263		$	17,667		$	37,072	$	47,289	$	23,357	$	27,417

(1) Interest expense from debt obligations includes a loss of $3,029 incurred during 2001 resulting from the early extinguishment of debt. The loss relates to the write-off of deferred financing costs upon the refinancing of all our debt through the issuance of our 10 5/8% senior notes in July 2001.

(2) Interest expense from put warrants represents an adjustment to the estimated fair value of the put warrants. According to EITF Issue 88-9, as supplemented by EITF Issue 00-19, a company whose capital stock is publicly traded is required to account for warrants that contain put options at their estimated fair value with the changes reported as interest expense. We repurchased and terminated all of the warrants for $14,500 in October 2001.

~~Index~~Successful totrack ~~Financial~~record ~~Statements~~of strategic vessel acquisitions

~~MANAGEMENT~~We have built our fleet through a combination of new builds and strategic acquisitions from other operators. Our management team’Ss extensive ~~DISCUSSION~~naval ~~AND~~architecture, ~~ANALYSIS~~marine engineering and shipyard experience has enabled us to quickly integrate newly acquired vessels into our fleet and retrofit them to meet our quality standards and customer needs cost-effectively. From time to time, we consider opportunistic acquisitions of single vessels, vessel fleets, and businesses that strategically complement our existing operations to enable us to grow our business and better serve our customers. Since 2017, we have successfully completed and have agreements to acquire 19 vessels, 13 of which are currently operating as part of our high-spec fleet and six of which are yet to be placed in service or delivered.

~~OF FINANCIAL~~Diversified ~~CONDITION~~service ~~AND~~offerings ~~RESULTS~~and OFcustomer ~~OPERATIONS~~markets provide stability to cash flows

~~The~~We ~~following~~have ~~management’s~~well-established ~~discussion~~relationships with leading oilfield and ~~analysis~~non-oilfield ~~should~~companies beand ~~read~~the inU.S. ~~conjunction~~government ~~with~~and ~~our~~believe ~~historical~~such ~~consolidated~~relationships ~~financial~~are ~~statements~~in ~~and~~part ~~their~~maintained ~~notes~~because ~~included~~of ~~elsewhere~~our diversified service offerings in ~~this~~the ~~prospectus~~oilfield and non-oilfield customer markets. ~~This~~Our ~~discussion~~diversified ~~contains~~service ~~forward-looking~~offerings ~~statements~~allow ~~that~~us ~~reflect~~to pivot based on our ~~current~~customers’ ~~views~~needs ~~with~~and ~~respect~~gives our customers confidence to ~~future~~commit ~~events~~to ~~and~~longer-term ~~financial performance.~~contracts ~~Our~~for ~~actual~~our ~~results~~services, ~~may~~which ~~differ~~provides ~~materially~~us ~~from~~with ~~those~~cash ~~anticipated~~flow instability. Additionally, these ~~forward-looking~~large, ~~statements~~integrated ascustomers aare ~~result~~financially ofstable ~~certain~~and can ~~factors~~better withstand economic or market downturns in a volatile market, ~~such~~and aswe ~~those~~believe ~~set~~maintaining ~~forth~~relationships ~~under~~with ~~“Risk~~these ~~Factors”~~customers will ultimately result in better visibility to vessel utilization and ~~elsewhere~~greater liquidity for us in ~~this prospectus~~the future.

~~General~~Experienced management team with proven track record

WeOur ~~own~~founder-led ~~and~~executive ~~operate~~management ateam ~~fleet~~has ofan 22average ~~technologically~~of ~~advanced,~~over 37 ~~new~~years ~~generation~~of ~~OSVs.~~domestic and ~~Currently,~~international 18marine oftransportation ~~our~~industry-related ~~OSVs~~experience ~~are~~and ~~operating~~has inworked together at the UCompany for over 20 years.S. ~~Gulf~~Our team is comprised of ~~Mexico~~individuals with extensive, ~~three~~global ofexperience ~~our~~with ~~OSVs~~backgrounds ~~are~~across ~~operating~~many ~~offshore~~diverse ~~Trinidad~~fields including &engineering, ~~Tobago~~project ~~and~~management, ~~one~~military isservice, ~~working~~finance, ~~offshore~~accounting ~~Mexico~~and corporate leadership. We ~~also~~believe ~~operate~~that 12our ~~ocean-going~~team ~~tugs~~has ~~and~~successfully 16demonstrated ~~ocean-going~~its ~~tank~~ability ~~barges~~to ingrow ~~the~~our fleet through new construction and strategic acquisitions and ~~northeastern~~to ~~United~~secure ~~States,~~profitable ~~primarily~~contracts ~~New~~for ~~York~~our ~~Harbor,~~vessels in both favorable and unfavorable market conditions in ~~Puerto~~domestic ~~Rico~~and foreign markets.

We charter our OSVs on a dayrate basis, under which the customer pays us a specified dollar amount for each day during the term of the contract, pursuant to either fixed time charters or spot market charters. A fixed time charter is aAttractive ~~contract~~growth ~~with~~opportunities a term of at least one year in which the charterer obtains the right to direct the movements and utilization of the vessel in exchange for payment of a specified dayrate, generally paid monthly, but the vessel owner retains operational control over the vessel. Typically, the owner fully equips the vessel and is responsible for normal operating expenses, repairs, wages and insurance, while the charterer is responsible for voyage expenses, such as fuel, port and stevedoring expenses. Spot market charters in the OSV industry are generally time charter contracts with either relatively short, indefinite terms or fixed terms of less than one year. Generally, the vessel owner absorbs crew, insurance and repair and maintenance costs in connection with the operation of OSVs pursuant to spot market charters, while customers absorb all other direct operating costs.

~~All~~Our fleet of ~~our~~technologically ~~OSVs~~advanced ~~operate~~high-spec ~~under~~and ~~time~~ultra ~~charters,~~high-spec ~~including~~vessels ~~five~~is ~~that~~increasingly ~~are~~being ~~chartered~~deployed ~~under~~to serve ~~contracts~~the ~~with~~accelerating ~~expiration~~needs ~~dates~~of ~~ranging~~the ~~from June 2004 through November 2006~~U. ~~The~~S. ~~long-term~~Military, ~~contracts~~renewable ~~for~~energy, ~~our~~and ~~OSVs~~aerospace ~~are~~industries. ~~consistent~~These ~~with~~high-growth ~~those~~markets ~~used~~require inU.S.-flagged ~~the~~Jones ~~industry~~Act-qualified ~~and~~vessels, ~~are~~which ~~either~~can ~~fixed~~be ~~for~~custom atailored ~~term of months or years or are tied~~ to ~~the~~address ~~duration of~~ a ~~long-term~~broad ~~contract~~spectrum ~~for~~of ~~a drilling rig for which the vessel provides~~ services. For ~~These~~these ~~contracts generally contain~~applications, ~~among~~our ~~others,~~vessels ~~provisions~~are ~~governing~~typically ~~insurance,~~contracted ~~reciprocal~~for ~~indemnifications,~~greater ~~performance~~than ~~requirements~~three ~~and~~years, inproviding ~~certain~~a ~~instances,~~counter-balance ~~dayrate~~to ~~escalation~~cyclicality ~~terms~~experienced ~~and~~in ~~renewal~~our ~~options~~oilfield segments.

~~While~~Our ~~OSVs~~Strategy service existing oil and gas production platforms as well as exploration and development activities, incremental OSV demand depends primarily upon the level of drilling activity, which can be influenced by a number of factors, including oil and natural gas prices and drilling budgets of exploration and production companies. As a result, utilization rates have historically been tied to oil and natural gas prices and drilling activity. However, the relatively large capital commitments, longer lead times and investment horizons associated with deepwater and deep well projects have diminished the significance of this relationship.

~~Although commodity~~Leverage ~~prices~~our ~~remained~~geographic ~~strong~~presence during the second quarter of 2003, we believe that an uncertain economic environment has contributed to operators’ unwillingness to commit significant capital expenditures to new exploration programs. The deepwater market continued to show weakness as the deepwater drilling rig count in ~~the U.S. Gulf of Mexico, which stood at 29 rigs during the first quarter of 2003, remained relatively constant at 27 to 29 rigs for the second quarter of 2003. At the~~ ~~end of~~ the ~~second~~United ~~quarter~~States ofand ~~2003,~~Latin ~~the~~America ~~domestic~~and ~~new~~grow ~~generation~~industry ~~OSV~~leading ~~market~~service ~~appeared~~capabilities ~~to be slightly oversupplied. We believe that, should the deepwater drilling rig count in the U.S. Gulf of Mexico remain~~

22We have strategically chosen to focus our efforts in two core geographic markets, the United States and Latin America. While the U.S. GoM will continue to be a priority for us, in recent years we expanded our presence in each of the Mexico GoM, the East and West Coasts of the United States, the Caribbean, Northern South America and Brazil as we anticipate long-term growth in those markets. Given the relative proximity of these markets, we are able to readily move our vessels among them and retain flexibility to relocate those vessels back to U.S. GoM. We believe this will allow us to conduct a more thorough on-going alternative analysis for

~~Index~~ vessel deployments among such markets and, thus, better manage our portfolio of contracts to ~~Financial~~enhance ~~Statements~~dayrates and utilization over time as contracting opportunities arise. Our Jones Act-qualified high-spec and ultra high-spec OSVs account for approximately 26% of the total industry supply of such vessels. Our vessels have been adapted to operate in a range of oilfield specialty configurations, including flotel services, extended-reach well testing, seismic, deepwater well stimulation, other enhanced oil recovery activities, high pressure pumping, deep-well mooring, ROV support, subsea construction, installation, IRM work and decommissioning services. We are also growing our diverse non-oilfield specialty services, such as military applications, offshore wind farms, oceanographic research, telecommunications, and aerospace projects.

~~flat,~~Pursue ~~and~~differentiated ~~domestic~~customer ~~new~~offerings ~~generation~~to ~~OSVs~~optimize ~~not~~utilization ~~obtain~~and ~~additional~~free ~~international~~cash ~~charters,~~flow ~~dayrates for new~~ generation ~~OSVs will continue to be negatively impacted as nine new generation OSVs are expected to be delivered to the U.S. Gulf of Mexico by December 31, 2003.~~

~~Since~~We ~~1999,~~seek ~~with~~to ~~the~~balance ~~delivery of eight 240' OSVs~~ and ~~four~~diversify ~~265'~~our ~~OSVs,~~service weofferings ~~experienced~~to ~~a gradual~~customers, ~~increasing~~to ~~shift~~optimize inour ~~the~~vessel ~~average~~utilization ~~size~~and ofstabilize ~~the~~our ~~OSVs~~free incash ~~our~~flow ~~fleet~~generation. ~~This~~For ~~trend~~example, ~~reversed~~in ~~itself~~addition ~~following~~to our ~~recent~~long-term ~~acquisitions~~charters ofin ~~six~~oilfield ~~220'~~services ~~OSVs.~~and ~~These~~with ~~newly~~military ~~acquired~~and ~~220'~~renewable ~~OSVs~~energy ~~have~~customers ~~decreased~~that ~~the~~contribute ~~percentage~~to ofcontracted ~~vessels~~backlog ~~that~~and ~~are~~provide inutilization ~~our~~stability, ~~240~~we ~~and~~also ~~265~~seek ~~classes~~out ~~from~~short-term ~~67%~~charters tosuch as ~~48%~~spot ofoilfield ~~our~~services ~~total~~that ~~fleet.~~typically ~~The physical~~have ~~attributes~~higher ofdayrates. ~~these~~This ~~220'~~contracting ~~OSVs~~strategy ~~are~~balances ~~most~~our ~~comparable~~financial toprofile ~~our~~between ~~proprietary~~longer-term ~~200~~charters ~~class~~and ~~vessels.~~the Asflexibility ato ~~result,~~capture ~~our~~current ~~220'~~market ~~OSVs~~dayrates ~~are~~for ~~currently~~a ~~commanding~~portion ~~average~~of ~~dayrates~~our ~~at,~~fleet. orOur ~~slightly~~current contracting ~~below,~~approach ~~the~~allows ~~rates~~us weto ~~are~~consistently ~~earning~~perform ~~for~~well against our ~~proprietary~~OSV ~~200 class~~peers ~~vessels.~~when ~~While~~comparing ~~the~~average ~~acquisition~~OSV ofdayrates ~~these~~and ~~six~~gross ~~vessels~~margins. ~~resulted~~The inflexibility aof ~~decrease~~our invessel ~~our~~capabilities ~~fleetwide~~is ~~average~~designed ~~OSV~~to ~~dayrate,~~optimize weour ~~have~~utilization ~~also~~and ~~achieved~~allows aus ~~commensurate~~to ~~reduction~~pivot in response ~~both~~to ~~our~~market ~~fleet-wide~~conditions ~~average~~and ~~capital~~customer ~~cost~~needs, ~~per~~which ~~vessel~~can ~~and~~lead ~~fleet-wide~~to ~~average~~more ~~daily operating~~stable ~~expense~~free ~~per~~cash ~~vessel~~flow generation.

~~Notwithstanding~~Apply ~~the soft market conditions~~existing, ~~we have witnessed a number of deepwater oil~~ and ~~natural~~develop ~~gas~~new, technologies ~~properties change ownership and several exploration and production companies have recently announced upward revisions~~ to ~~their~~meet ~~exploration~~our ~~budgets~~customers’ ~~for~~vessel ~~the~~needs ~~remainder of 2003. In addition, increased drilling activity in Mexico, as evidenced by the recent contracting of jack-up~~ and ~~semi-submersible~~expand ~~drilling~~our ~~rigs, has increased the demand for new generation OSVs, all of which have come from the U.S.-flagged~~ fleet. ~~We anticipate~~offerings ~~that there will be additional new generation OSVs working in Mexico in the near term as more contracted drilling rigs are expected to be delivered during 2003.~~

~~Generally, we operate an ocean~~Our in-~~going~~house ~~tug~~engineering ~~and~~team ~~tank~~has ~~barge~~been ~~together~~instrumental asin aapplying ~~“tow”~~existing, ~~to transport petroleum products between U.S. ports~~ and ~~along~~developing ~~the~~new, ~~coast~~technologies ofthat ~~Puerto~~meet ~~Rico.~~our Wecustomers’ ~~operate~~vessel ~~our~~needs ~~tugs~~ and ~~tank~~provide ~~barges~~us ~~under~~with ~~fixed~~the ~~time~~opportunity ~~charters,~~to ~~spot~~enter ~~market~~new ~~charters, contracts of affreightment and consecutive voyage contracts~~customer markets. ~~Spot~~For ~~market~~instance, ~~charters~~our inOSVs ~~the tug~~ and ~~tank~~MPSVs ~~barge industry~~ are ~~generally~~designed ~~single-voyage~~to ~~contracts~~meet ofthe ~~affreightment~~higher orcapacity ~~time~~and ~~charter~~performance ~~contracts~~needs ~~with terms~~ of ~~less~~our ~~than~~oilfield ~~one~~clients’ ~~year.~~increasingly Acomplex ~~consecutive~~drilling ~~voyage~~and ~~contract~~production isprograms aand ~~contract for~~ the ~~transportation~~diverse needs of ~~cargo~~our ~~for~~U.S. amilitary, ~~specified~~renewable ~~number of voyages between~~energy ~~designated~~and ~~ports~~humanitarian ~~over~~aid aand ~~fixed~~disaster ~~period~~relief ofcustomers. ~~time~~Further, ~~under which~~ we are ~~paid~~able ~~based~~to onreconfigure ~~the~~or ~~volume~~retrofit ofexisting ~~products~~assets wewith ~~deliver~~existing ~~per~~or ~~voyage.~~new ~~Under~~technology ~~consecutive~~to ~~voyage~~participate ~~contracts,~~ in ~~addition~~new tocustomer ~~earning~~markets ~~revenues~~such ~~for~~as ~~volumes~~offshore ~~delivered~~wind, aerospace and telecommunications. Specifically, we ~~earn~~are acurrently ~~standby~~deploying ~~hourly~~capital ~~rate between~~to ~~charters.~~upgrade ~~One~~certain of our ~~tank~~vessels ~~barges was chartered~~ to adual ~~third~~service ~~party~~capabilities ~~under~~to abetter ~~bareboat~~service ~~charter~~the ~~from~~oilfield ~~January~~services ~~2000~~market ~~until~~as itwell ~~was~~as ~~sold to~~ the ~~third~~emerging ~~party~~offshore onwind ~~January 28, 2003~~market. AWe ~~bareboat~~remain ~~charter~~committed isto aapplying ~~“net~~existing ~~lease” in which the~~and ~~charterer~~developing ~~takes~~new ~~full~~technologies ~~operational~~to ~~control~~maintain ~~over the vessel for~~ a ~~specified~~technologically ~~period~~advanced offleet ~~time for a specified daily rate~~ that iswill ~~generally~~enable ~~paid~~us ~~monthly~~ to ~~the~~continue ~~vessel~~to ~~owner.~~provide ~~The~~a ~~bareboat~~high ~~charterer~~level isof ~~solely~~customer ~~responsible~~service ~~for the operation~~ and ~~management~~meet of the ~~vessel~~developing ~~and~~needs ~~must~~of ~~provide~~our ~~its own crew and pay all operating and voyage expenses~~customers.

~~The~~Focus ~~primary~~on ~~demand~~selective ~~drivers~~acquisitions for our tug and tank barge services are population growth, the strength of the U.S. economy, changes in weather, oil prices and competition from alternate energy sources. The tug and tank barge market, in general, is marked by steady demand over time. Our second quarter 2003 results for our tug and tank barge segment were down from the first quarter of 2003, as expected, due to normal seasonal weather patterns that typically result in a drop-off of activity during the second and third quarters. We generally take advantage of this seasonality to prepare the tug and tank barge fleet for peak demand periods by performing our regulatory drydocking and maintenance programs during these off-peak periods. During the second quarter of 2003, we had higher than anticipated drydockings as we accelerated the planned drydockings of two vessels based on an evaluation of customer needs and scheduling opportunities during the second half of the year. In addition, we are ~~beginning~~strategically ~~to see an increase in customer demand in,~~ and afinancially ~~favorable~~accretive trend toward premium pricing for double-hulled equipment. At the end of the second quarter of 2003, we noticed an increase in clean oil movements primarily related to the increased demand for gasoline during the summer driving season.

23We seek to opportunistically grow our fleet through strategic and financially accretive acquisitions. Our screening criteria focuses on expanding the depth and breadth of our fleet mix as well as diversifying service offerings in our core markets. From time to time, we consider opportunistic acquisitions of single vessels, vessel fleets, and businesses that strategically complement our existing operations to enable us to grow our business and better serve our customers. For example, we recently entered into separate definitive vessel purchase agreements to acquire 12 high-spec OSVs, which we refer to as the ECO Acquisitions.

Maintain a conservative balance sheet, disciplined growth, and robust free cash flow generation through cycles

We adhere to financial principles designed to maintain a conservative balance sheet, disciplined growth, and robust free cash flow generation. Our balance sheet strategy targets less than 1.0x leverage with ample excess liquidity available to withstand industry cycles or take advantage of disciplined growth opportunities.

~~Index~~Our togrowth ~~Financial~~strategy ~~Statements~~involves a disciplined screening of opportunities for differentiated assets that create competitive advantages and is focused on returns and payback periods. Our cash flow generation abilities are centered around maintaining flexible costs and lean organizational structures that seek efficiencies through continuous operational improvement and working capital management.

~~Our~~Continued ~~operating~~commitment ~~costs are primarily a function of fleet size and utilization levels. The most significant direct operating costs are wages paid~~ to ~~vessel~~sustainability ~~crews, maintenance~~ and ~~repairs~~safety and marine insurance. Because most of these expenses remain payable regardless of vessel utilization, our direct operating costs as a percentage of revenues may fluctuate considerably with changes in dayrates and utilization.

InSafety ~~addition~~is of great importance to us and offshore operators due to the ~~operating~~environmental ~~costs~~and ~~described~~regulatory ~~above,~~sensitivity weassociated ~~incur~~with ~~fixed~~offshore drilling ~~charges~~and ~~related~~production toactivity ~~the~~and ~~depreciation~~wind development. We believe certain of our ~~fleet~~efforts, ~~and~~such ~~costs~~as ~~for~~adopting ~~routine~~shipboard ~~drydock~~energy ~~inspections~~efficiency ~~and~~management ~~maintenance~~plans, installing emission monitoring systems and ~~repairs~~pursuing ~~necessary~~other operational efficiencies, have been successful, allowing us to ~~ensure~~meet ~~compliance~~our ~~with~~customers’ ~~applicable~~needs ~~regulations~~while ~~and~~supporting our efforts to ~~maintain certifications~~reduce ~~for~~our emissions of GHG. Additionally, since 2020, our ~~vessels~~focus ~~with~~on ~~the~~safely Uaddressing operational risk has contributed to maintaining an industry-low total recordable incident rate.S. ~~Coast~~Our ~~Guard~~most ~~and~~recent ~~various~~5-year ~~classification~~average ~~societies~~Total Recordable Incident Rate (“TRIR”) was 0.10, ~~The~~outperforming ~~aggregate~~peer ~~number~~averages offrom ~~drydockings~~the International Marine Contractors Association (“IMCA”) and ~~other~~International ~~repairs~~Support ~~undertaken~~Owners Association (“ISOA”). Further, in aaddition ~~given~~to ~~period~~industry ~~determines~~standard ~~the~~certifications, ~~level~~as part of ~~maintenance~~our commitment to safety and ~~repair~~quality, ~~expenses~~we have voluntarily pursued and ~~marine~~received ~~inspection~~certifications ~~amortization~~and ~~charges.~~classifications Wethat ~~generally~~we ~~capitalize~~believe ~~costs~~are ~~incurred~~not ~~for~~generally ~~drydock~~held ~~inspection~~by ~~and~~other ~~regulatory~~companies ~~compliance~~in ~~and~~our ~~amortize~~industry. ~~such~~We ~~costs~~believe ~~over~~that ~~the~~customers ~~period~~recognize ~~between~~our ~~such~~relentless ~~drydockings~~commitment to safety, ~~typically~~which 30contributes orto 60our ~~months~~positive reputation and competitive advantage.

~~Applicable~~Recent ~~maritime~~Developments regulations require us to drydock our vessels twice in a five-year period for inspection and routine maintenance and repair. If we undertake a large number of drydockings in a particular fiscal period, comparative results may be affected.

~~Critical~~Resumption ~~Accounting~~of MPSV ~~Policies~~Newbuild Construction

~~Our~~In ~~consolidated~~October ~~financial~~2023, ~~statements~~the ~~included~~Company inentered ~~this~~into ~~prospectus~~a ~~have~~final ~~been~~settlement ~~prepared~~agreement ~~in accordance~~ with ~~accounting~~the ~~principles~~Surety ~~generally~~and ~~accepted~~Gulf inIsland. Pursuant to the ~~United States.~~settlement Inagreement, ~~many~~Gulf ~~cases,~~Island ~~the~~released ~~accounting~~all ~~treatment~~claims ofasserted aagainst ~~particular~~the ~~transaction~~Company isand ~~specifically~~the ~~dictated~~Company byreleased ~~generally~~its ~~accepted~~claims ~~accounting~~against ~~principles.~~Gulf InIsland ~~other~~and ~~circumstances~~the Surety. Further, wethe ~~are~~Surety ~~required~~agreed to ~~make~~take ~~estimates,~~over ~~judgments~~ and ~~assumptions~~complete ~~that~~the weconstruction ~~believe~~of the ~~are~~two ~~reasonable~~U.S.-flagged, ~~based~~Jones ~~upon~~Act-qualified, ~~available~~HOS ~~information.~~400 Weclass ~~base~~MPSVs ~~our~~at ~~estimates~~a ~~and~~shipyard ~~judgments~~acceptable onto ~~historical~~the ~~experience~~Company. ~~and~~The ~~various~~Company ~~other~~is ~~factors~~obligated ~~that~~to wepay ~~believe~~only ~~are~~the ~~reasonable~~remaining ~~based~~portion ~~upon~~of the ~~information~~original ~~available.~~shipyard ~~Actual~~contract ~~results~~price ~~may~~for ~~differ~~the ~~from~~two ~~these~~MPSVs, which amounts to $53.8 million ~~estimates~~in ~~under~~the ~~different~~aggregate. ~~assumptions~~The Surety is required to cure all defaults of Gulf Island and ~~conditions.~~pay Weall ~~believe~~completion ~~that~~costs in excess of ~~our~~the ~~significant~~$53.8 ~~accounting~~million ~~policies~~remaining ~~discussed~~contract price, excluding approved change orders. The Company expects to incur an additional $30.0 million in ~~note~~the 2aggregate for discretionary enhancements to ~~our~~add ~~consolidated~~secondary ~~financial~~cranes ~~statements~~to both vessels. Pursuant to the settlement, the ~~following~~Surety ~~may~~is ~~involve~~required ato ~~higher~~deliver ~~degree~~both ofMPSVs ~~judgment~~in 2025.

~~Purchase~~Repayment ~~Accounting. Purchase accounting requires extensive use~~ of ~~estimates~~Replacement ~~and~~First ~~judgments~~Lien toTerm ~~allocate~~Loans the cost of an acquired enterprise to the assets acquired and liabilities assumed. The cost of each acquired operation is allocated to the assets acquired and liabilities assumed based on their estimated fair values. These estimates are revised during an allocation period as necessary when, and if, information becomes available to further define and quantify the value of the assets acquired and liabilities assumed. For example, costs related to the recertification of acquired vessels that are drydocked within the allocation period immediately following the acquisition of such vessels are reflected as an adjustment to the value of the vessels acquired and the liabilities assumed related to the drydocking. The adjusted basis of the vessel is depreciated over the estimated useful lives of the vessel. The allocation period does not exceed one year from the date of the acquisition. To the extent additional information to refine the original allocation becomes available during the allocation period, the allocation of the purchase price is adjusted. For example, if an acquired vessel was subsequently disposed of within the allocation period, the sales price of the vessel would be used to adjust the original assigned value to the vessel at the date of acquisition such that no gain or loss would be recognized upon disposition during the allocation period. If information becomes available after the allocation period, those items are reflected in operating results.

~~Carrying~~In ~~Value~~August ~~of Vessels. We~~2023, ~~depreciate~~the ~~our~~Company ~~tugs,~~fully ~~tank~~repaid ~~barges,~~the ~~and~~$68.7 ~~OSVs~~million ~~over~~outstanding ~~estimated~~principal ~~useful~~balance ~~lives~~ of 14the toReplacement 25First ~~years,~~Lien ~~three~~Term toLoans 18and terminated ~~years~~the ~~and~~First 25Lien ~~years,~~Credit ~~respectively~~Agreement. ~~The~~As ~~useful~~a ~~lives~~result, ~~used~~the ~~for~~Company ~~tank~~recorded ~~barges~~a ~~is based on their classification under OPA 90~~$1.2 Inmillion ~~assigning~~loss ~~depreciable~~on ~~lives~~early toextinguishment ~~these~~of ~~assets~~debt, weprimarily ~~have~~related ~~considered~~to the ~~effects~~write-off of ~~both~~associated ~~physical~~deferred ~~deterioration~~issuance ~~largely~~costs ~~caused by wear~~ and ~~tear~~original ~~due~~debt toissue ~~operating~~discount. ~~use and other economic and regulatory factors that could~~

24ECO Acquisitions

ECO Acquisitions #1

On January 10, 2022, the Company entered into separate definitive vessel purchase agreements with certain affiliates of ECO to acquire up to ten high-spec, 280 class DP-2 OSVs for an aggregate price of $130.0 million. In November 2022, ECO exercised an option to terminate the vessel purchase agreements relating to the last four vessels. ECO refunded initial deposits of $1.5 million in the aggregate and paid an additional amount equal to such deposits as a termination fee. After accounting for such terminations and certain purchase price adjustments,

~~Index~~ the aggregate purchase price for the ECO Acquisitions #1 was $82.4 million. Pursuant to ~~Financial~~the ~~Statements~~purchase agreements, final payment and the transfer of ownership of each of the vessels occurred on the date of delivery and acceptance for such vessel following the completion of reactivation and regulatory drydockings by ECO. The Company took delivery of the first four vessels between May and December 2022. The Company took delivery of the remaining two vessels from ECO in April and August 2023, respectively.

~~impact~~As ~~commercial~~of ~~viability.~~September ~~To date~~30, ~~our experience confirms that these policies are reasonable~~2023, ~~although~~the ~~there~~Company ~~may~~had bepaid ~~events~~$82.2 million oron ~~changes in circumstances in~~ the ~~future~~original ~~that~~purchase ~~indicate~~price ~~the~~and ~~recoverability~~$1.7 million ofin ~~the~~purchase ~~carrying~~price ~~amount~~adjustments ofassociated awith ~~vessel~~discretionary ~~might~~enhancements ~~not be possible. Examples~~ of ~~events~~the orECO ~~changes~~Acquisitions in#1 ~~circumstances~~vessels, ~~that~~prior ~~could~~to ~~indicate that~~ the ~~recoverability~~effect of athe ~~vessel’s~~$1.5 ~~carrying~~million ~~amount~~termination ~~should~~fee bepaid ~~assessed might~~by ~~include~~ECO. aIn ~~change in regulations such as OPA 90~~addition, athe ~~significant~~Company had ~~decrease~~incurred in$4.2 ~~the~~million ~~market value~~ of acosts ~~vessel~~associated ~~and current period operating or cash flow losses combined~~ with aadditional ~~history~~outfitting of ~~operating~~the orsix ~~cash~~vessels ~~flow~~through ~~losses~~the orthird aquarter ~~projection~~of ~~or forecast that demonstrates continuing losses associated with a vessel~~2023. IfThe ~~events~~Company orexpects ~~changes in circumstances as set forth above indicate that a vessel’s carrying amount may not be recoverable, we would then be required~~ to ~~estimate~~incur ~~the~~an ~~undiscounted future~~additional ~~cash~~$0.6 million ~~flows~~related ~~expected~~ to ~~result~~post-closing ~~from~~modifications ~~the use~~ of the sixth vessel during ~~and its eventual disposition. If~~ the ~~sum~~fourth quarter of ~~the~~2023. ~~expected~~See ~~future~~“Management’s ~~cash~~Discussion ~~flows~~and isAnalysis ~~less~~of ~~than~~Financial ~~the~~Condition ~~carrying~~and ~~amount~~Results of ~~the~~Operations—Liquidity ~~vessel,~~and weCapital ~~would~~Resources—Capital ~~be required to recognize an impairment loss~~Expenditures. ”

~~Recertification~~ECO ~~Costs. Our~~Acquisitions tugs, tank barges and OSVs are required by regulation to be recertified after certain periods of time. These recertification costs are incurred while the vessel is in drydock where other routine repairs and maintenance are performed and, at times, major replacements and improvements are performed. We expense routine repairs and maintenance as they are incurred. Recertification costs can be accounted for in one of three ways: 1) defer and amortize, #2) accrue in advance, or 3) expense as incurred. Companies in our industry use either the defer and amortize or the expense as incurred accounting method. We defer and amortize recertification costs over the length of time in which the recertification is expected to last, which is generally 30 or 60 months. Major replacements and improvements which extend the vessel’s economic useful life or functional operating capability are capitalized and depreciated over the vessel’s remaining economic useful life. Inherent in this process are estimates we make regarding the specific cost incurred and the period that the incurred cost will benefit.

~~Results~~On December 22, 2022, the Company executed a controlling purchase agreement with Nautical. Pursuant to the controlling purchase agreement, the Company subsequently entered into separate, individual vessel purchase agreements to acquire six high-spec OSVs from Nautical for $17.0 million per vessel. The Nautical vessels are U.S.-flagged, Jones Act-qualified, 280 class DP-2 OSVs with cargo-carrying capacities of ~~Operations~~circa 4,750 DWT. Nautical is required to complete regulatory drydocking and reactivation activities for each vessel prior to closing. Payment of 10% of the purchase price for each vessel has been paid upon arrival of such vessel to the shipyard and the remaining 90% has been or will be paid at closing and delivery of each vessel. The closing of the first five vessel purchases occurred one at a time in serial deliveries and delivery of the sixth vessel is expected to be completed by December 31, 2023, but due to supply chain constraints such delivery could extend into early 2024. In addition to the aggregate purchase price of $102.0 million, the Company expects to incur an additional $9.3 million related to the outfitting and discretionary enhancement of these six vessels.

~~The~~During ~~table~~the ~~below~~third ~~sets~~quarter ~~forth~~of 2023, bythe ~~segment,~~Company took delivery of the ~~average~~first ~~dayrates~~two vessels and ~~utilization~~paid ~~rates~~$15.3 million each for ~~our~~the ~~vessels~~remaining 90% of the original purchase price and $0.2 million per vessel for purchase price adjustments related to discretionary enhancements completed in the ~~average~~shipyard ~~number~~by Nautical. As of ~~vessels~~September ~~owned~~30, ~~during~~2023, the ~~periods~~Company had paid ~~indicated~~$40.8 ~~These~~million ~~OSVs~~toward ~~and~~the ~~tugs~~original purchase price and ~~tank~~$0.4 ~~barges~~million ~~generate~~in ~~substantially~~purchase ~~all~~price adjustments associated with discretionary enhancements for the ECO Acquisitions #2 vessels. In addition, the Company had incurred $2.3 million of ~~our~~costs ~~revenues~~associated with ~~and~~additional ~~operating~~outfitting ~~profit~~of the six vessels through the third quarter of 2023.

	Years Ended December 31,									Six Months Ended June 30,
	2000			2001(1)			2002(2)			2002			2003(3)
Offshore Supply Vessels:
Average number of vessels(4)		6.8			7.8			11.0			9.8			13.7
Average utilization rate(5)		93.4	%		99.1	%		94.9	%		95.9	%		91.0	%
Average dayrate(6)	$	8,435		$	11,872		$	12,176		$	11,795		$	12,220
Tugs and Tank Barges:
Average number of tank barges		7.0			12.3			16.0			16.0			15.8
Average fleet capacity (barrels)		451,655			847,780			1,130,727			1,130,727			1,133,797
Average barge size (barrels)		64,522			68,109			70,670			70,670			71,893
Average utilization rate(5)		71.4	%		84.4	%		78.1	%		80.4	%		75.4	%
Average dayrate(7)	$	8,982		$	8,944		$	9,499		$	9,505		$	11,239

In October 2023, the Company took delivery of the third vessel and paid $15.3 million for the remaining 90% of the original purchase price and $0.1 million for purchase price adjustments related to discretionary enhancements. As of October 31, 2023, the Company expected to incur the remaining purchase price of $45.9 million and $6.9 million related to additional outfitting and discretionary enhancements during the fourth quarter of 2023 with respect to the two vessels delivered in November 2023 and assuming the one remaining vessel is delivered by December 31, 2023.

~~(1)~~Ongoing ~~Includes 7.0 months of operations of the nine tugs and nine tank barges acquired from the Spentonbush~~Acquisition/~~Red~~Investment ~~Star~~Activities ~~Group effective May 31, 2001, 8.0 months of operations from the HOS Innovator, delivered April 28, 2001, and 2.0 months of operations from the BJ Blue Ray, delivered November 6, 2001.~~

~~(2)~~We ~~Includes~~regularly ~~10.0~~evaluate ~~months~~additional ofacquisition ~~operations~~opportunities ~~from~~and ~~the~~frequently ~~HOS~~engage ~~Dominator,~~in ~~delivered~~discussions ~~February~~with ~~28,~~potential ~~2002, 6~~sellers.5 ~~months~~We ofare ~~operations~~currently focused ~~from~~on ~~the~~pursuing ~~HOS~~acquisition ~~Brimstone~~opportunities ~~delivered~~that ~~June~~will ~~13,~~further ~~2002,~~diversify ~~4.5~~our ~~months~~vessel ofholdings ~~operations~~and ~~from~~ the ~~HOS~~specialty ~~Stormridge,~~services ~~delivered~~we ~~August~~offer. ~~11,~~The ~~2002,~~timeline required to negotiate and ~~2.5~~close ~~months~~on ofany ~~operations~~one ~~from~~or ~~the~~more ~~HOS~~acquisition ~~Sandstorm~~opportunities ~~delivered~~is ~~October~~at ~~20,~~times ~~2002~~unpredictable and can vary greatly.

~~(3)~~15 The tug and tank barge averages for the six months ended June 30, 2003 give effect to our sale of the Energy 5502 on January 28, 2003 and our acquisition of the Energy 8001 on February 28, 2003. As of June 30, 2003, our tank barge fleet consisted of 16 vessels. The OSV averages include 3.5 months of operations from the HOS Bluewater, delivered on March 17, 2003, and 0.5 months of operations from the HOS Gemstone, delivered on June 19, 2003.

(4) We owned 20 OSVs at June 30, 2003, acquired an additional OSV on August 6, 2003, and took delivery of a newly constructed OSV on September 17, 2003. We expect to take delivery of an additional newly constructed OSV in December 2003.

~~Index~~Our acquisitions may require material investments and could result in significant modifications to ~~Financial~~our ~~Statements~~capital plans, both in the aggregate amount of capital expenditures to be made and a reallocation of capital. Our acquisitions (including the ECO Acquisitions) are typically made for a purchase price which historically we have funded with a combination of borrowings, cash generated from operations and debt and/or equity issuances.

~~(5)~~We ~~Utilization~~typically ~~rates~~do ~~are~~not ~~average~~announce ~~rates~~a transaction ~~based~~until onafter we have executed a ~~365-day~~definitive ~~year~~agreement. ~~Vessels~~In ~~are~~certain ~~considered~~cases, ~~utilized~~in ~~when~~order ~~they~~to ~~are~~protect ~~generating~~our ~~revenues~~business interests or for other reasons, we may defer public announcement of a transaction until closing or a later date. Past experience has demonstrated that discussions and negotiations regarding a potential transaction can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive agreement may be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition or investment efforts will be successful.

~~(6)~~Risk ~~Average~~Factors ~~dayrates~~Summary ~~represent average revenue per day, which includes charter hire and brokerage revenue, based on the number of days during the period that the OSVs generated revenue.~~

~~(7)~~Our ~~Average~~business ~~dayrates~~is subject ~~represent~~to ~~average~~numerous ~~revenue~~risks ~~per~~and ~~day~~uncertainties, including, ~~time~~but ~~charters~~not limited to, ~~brokerage~~those ~~revenue~~highlighted in the section titled “Risk Factors” and summarized below. We have various categories of risks, ~~revenues~~including ~~generated~~risks onrelating ato ~~per-barrel-transported~~our ~~basis~~business; risks relating to legal, ~~demurrage~~regulatory, ~~shipdocking~~accounting and ~~fuel~~tax ~~surcharge~~matters; ~~revenue,~~risks ~~based~~relating onto ~~the~~our ~~number~~indebtedness; and risks relating to this offering and ownership of ~~days~~our ~~during~~common ~~the~~stock, ~~period~~which ~~that~~are ~~the~~discussed ~~tank~~more ~~barges~~fully ~~generated~~in ~~revenue.~~the ~~For~~section ~~purposes~~titled of“Risk ~~brokerage~~Factors.” ~~arrangements~~As a result, this ~~calculation~~risk ~~excludes~~factor ~~that~~summary ~~portion~~does not contain all of ~~revenue~~the information that ismay ~~equal~~be important to ~~the~~you, ~~cost~~and ~~paid~~you byshould ~~customers~~read this risk factor summary together with the more detailed discussion of risks and uncertainties set forth in~~-chartering~~ ~~third-party~~the ~~equipment~~section titled “Risk Factors.” These risks include, but are not limited to, the following:

~~Summarized~~Risks ~~financial~~Relating ~~information concerning~~to ~~our~~Our ~~reportable~~Business ~~segments is shown below in the following table (dollars in thousands):~~

	Years Ended December 31,						Six Months Ended June 30,
	2000		2001		2002		2002		2003
Revenues by segment:
Offshore supply vessels	$	19,626	$	33,610	$	46,378	$	20,093	$	27,767
Tugs and tank barges		16,476		35,181		46,207		23,965		25,590
	$	36,102	$	68,791	$	92,585	$	44,058	$	53,357
Operating expenses by segment:
Offshore supply vessels	$	9,291	$	11,448	$	20,052	$	8,230	$	12,990
Tugs and tank barges		11,119		20,923		27,991		13,218		15,676
	$	20,410	$	32,371	$	48,043	$	21,448	$	28,666
General and administrative expenses	$	3,355	$	8,473	$	10,271	$	5,053	$	5,713
Interest expense	$	15,478	$	16,646	$	16,207	$	7,796	$	8,574
Interest income	$	305	$	1,455	$	667	$	448	$	115
Income tax expense	$	1,550	$	5,737	$	7,139	$	3,879	$	4,263

•

We derive substantial revenues from companies in the oil and natural gas exploration and production industry, which is a historically cyclical industry with levels of activity that are directly affected by the levels and volatility of oil and natural gas prices.

~~Six~~• ~~Months~~Our ~~Ended~~operations ~~June~~may ~~30, 2003~~be ~~Compared~~impacted toby ~~Six~~changing ~~Months~~macroeconomic ~~Ended June 30~~conditions, ~~2002~~including inflation.

~~Revenues. Revenues~~• ~~were~~Ongoing ~~$53.4~~and ~~million~~future ~~for~~acquisitions ~~the~~by ~~six~~us ~~months~~may ~~ended~~create June 30, 2003, compared to $44.1 million for the same period in 2002, an increase of $9.3 million or 21.1%. This increase in revenues was primarily the result of the growth of our fleet since June 2002. Our operating fleet grew from 40 vessels at the end of the second quarter of 2002 to 48 vessels at the end of the second quarter of 2003. The additional ~~revenues generated by the incremental new vessels accounted for a $10~~risks.~~9 million increase in revenues, which was offset by a $1.6 million decrease in revenues from our vessels that were in service during each of the six months ended June 30, 2003 and 2002.~~

~~Revenues~~• ~~from~~We ~~our~~must ~~OSV~~continue ~~segment increased~~ to ~~$27.8~~comply ~~million~~with in the ~~first~~Jones ~~six~~Act’s ~~months~~citizenship ~~of 2003, compared to $20~~requirements.1 million in the first six months of 2002, an increase of $7.7 million or 38.3%. Our utilization rate was 91.0% for the first six months of 2003, compared to 95.9% in the same period of 2002. The decrease in utilization was due to fewer long-term contracts and an increased proportion of vessels operating in the spot market, which is more susceptible to market fluctuations. Our OSV average dayrate was $12,220 for the first six months of 2003, compared to $11,795 for the same period in 2002, an increase of $425 or 3.6%. The increase in average dayrates primarily reflects the addition of larger, newly constructed 240 ED and 265 class vessels, which typically earn higher dayrates than our 200 class vessels. However, these higher dayrates were offset by weak spot market conditions that primarily impacted our 200 class vessels.

~~Revenues~~• ~~from~~Imposition ~~our~~of ~~tug~~laws, ~~and~~executive ~~tank~~actions ~~barge~~or ~~segment~~regulatory ~~totaled~~initiatives ~~$25.6~~to ~~million~~restrict, ~~for~~delay ~~the~~or ~~first~~cancel ~~six~~leasing, ~~months~~permitting ofor ~~2003,~~drilling ~~compared~~activities toin ~~$24~~deepwaters of the U.0S. ~~million~~or foreign countries may reduce demand for ~~the~~our ~~same~~services ~~period~~and inproducts ~~2002,~~and ~~an increase~~have ofa ~~$1.6~~material ~~million~~adverse effect on our business, financial condition or ~~6.7%.~~results ~~The~~of operations.

26• We may not be able to complete the construction of our remaining two newbuilds and may experience delays related to such newbuilds.

•

We operate in a highly competitive industry.

•

In addition to industry concentrations, we have certain customer concentrations, and the loss of a significant customer would adversely impact our financial results.

•

The early termination of or inability to renew contracts for our vessels could have an adverse effect on our operations.

•

Our contracts with the United States government might not be renewed, or may impose additional requirements.

~~Index~~• Our operations in international markets and shipyard activities in foreign shipyards subjects us to ~~Financial~~risks ~~Statements~~inherent in conducting business internationally.

~~segment~~• ~~revenue increase was primarily due to the acquisition of one double-hulled 80,000-barrel tank barge on February 28, 2003, and a change in contract mix.~~ Our ~~utilization~~ ~~rate~~operations ~~decreased~~may tobe ~~75.4%~~materially ~~for the first six months of 2003, compared to 80.4% for the same period in 2002, primarily due to an increase in vessels operating under contracts of affreightment during the 2003 period, which was~~ adversely ~~impacted~~ byaffected weak economic conditions and an increase in drydocking days occurring in the second quarter of 2003 compared to the second quarter of 2002. Our average dayrate increased to $11,239 for the six months ended June 30, 2003, compared to $9,505 for the same period of 2002, an increase of $1,734 or 18.2%. The increase in average dayrate was primarily driven by ~~the~~tropical ~~sale~~storms ~~of the Energy 5502, which was operating on a bareboat charter,~~ and ~~the purchase of the Energy 8001, which is being operated on a time charter~~hurricanes. ~~Time charters command higher dayrates than bareboat charters due to the difference in treatment of operating expenses under each type of contract.~~

~~Operating~~• ~~Expenses.~~ Our ~~operating~~business ~~expenses~~may be subject to risks related to climate change, including ~~depreciation~~physical ~~and~~risks ~~amortization,~~such as increased toadverse ~~$28.7 million~~weather ~~for~~patterns ~~the~~and ~~first~~transition ~~six~~risks ~~months~~such ofas ~~2003,~~evolving ~~compared~~climate tochange ~~$21.4~~regulation, ~~million~~alternative infuel ~~the~~measures ~~same~~and/or ~~period~~mandates, ofshifting ~~2002~~consumer preferences, antechnological ~~increase~~advances ofand ~~$7.3~~negative ~~million~~shifts orin ~~34.1%.~~market ~~The~~perception ~~increase~~towards inthe ~~operating~~oil ~~expenses~~and ~~was~~natural ~~primarily~~gas ~~the~~industry ~~result~~and associated businesses, any of ~~more~~which ~~vessels~~could ~~being~~result in ~~service~~increased ~~during~~operating ~~the~~expenses ~~first~~and ~~six months~~capital ofcosts ~~2003~~or ~~compared~~decreased toresources ~~the~~and ~~same~~adversely ~~six-month~~affect ~~period~~our infinancial ~~2002~~results.

~~Operating expenses~~Risks ~~for~~Relating ~~our OSV segment increased $4.8 million, or 58.5%, in the first six months of 2003~~ to ~~$13.0~~Our ~~million~~Legal, compared to $8.2 million for the first six months of 2002. This increase was primarily the result of five new 240 ED or 265 class OSVs being in service for substantially more days during the first six months of 2003 compared to the first six months of 2002. Average daily operating costs per vessel for the first six months of 2003 increased over the same period of 2002Regulatory, ~~primarily due~~Accounting toand ~~the~~Tax ~~higher~~Matters ~~costs of operating larger class vessels, including increased manning requirements.~~

~~Operating~~• ~~expenses~~We ~~for~~may ~~our~~be ~~tug~~unable ~~and tank barge segment were $15.7 million for the first six months of 2003 compared~~ to ~~$13.2~~maintain ~~million for the same period in 2002,~~ an ~~increase~~ ofeffective ~~$2.5~~system ~~million or 18.9%. The increase in operating expenses was primarily due to the acquisition~~ of ~~the~~disclosure ~~Energy~~controls ~~8001~~and inprocedures ~~February~~or ~~2003.~~internal ~~Average~~control ~~daily~~over ~~operating~~financial ~~expenses~~reporting ~~per~~and ~~vessel~~produce intimely ~~the~~and ~~tug~~accurate ~~and~~financial ~~tank~~statements ~~barge~~or ~~segment~~comply ~~remained~~with ~~fairly~~applicable ~~constant~~regulations.

~~General~~• ~~and~~Changes ~~Administrative~~in ~~Expenses. Our general~~tax ~~and~~laws ~~administrative~~could ~~expenses~~adversely ~~were~~affect $5.7 million for the first six months of 2003, compared to $5.1 million for the same period of 2002, an increase of $0.6 million or 11.8%. This increase primarily resulted from increased overhead relating to the costs associated with the expansion of our ~~fleet~~business, ~~and~~financial ~~costs~~condition ~~related to increased reporting obligations under the federal securities laws following our senior notes offering that were incurred during 2003~~ and ~~were~~results ~~not applicable in the first six months~~ of ~~2002~~operations.

~~Interest Expense. Interest~~• ~~expense~~We ~~was~~are ~~$8.6~~subject ~~million in the first six months of 2003, compared~~ to ~~$7.8~~various ~~million~~anti-corruption inlaws ~~the~~and ~~first~~regulations ~~six~~and ~~months~~laws ofand ~~2002,~~regulations anrelating ~~increase of $0.8 million or 10.3%. The increase in interest expense resulted from lower capitalized interest in 2003 related~~ to ~~the~~economic ~~construction in progress of four vessels compared to the construction in progress of eight vessels during the 2002 period~~sanctions. ~~This~~Violations ~~increase was offset in part by the capitalization~~ of ~~interest~~these ~~costs~~laws ~~of $1.7 million~~ and ~~$2.2~~regulations ~~million~~could ~~for~~have ~~the~~a ~~six~~material ~~months~~adverse ~~ended~~effect ~~June~~on 30our business, ~~2003~~financial condition and ~~2002,~~results ~~respectively.~~of operations.

~~Interest~~Risks ~~Income. Interest~~Relating ~~income was $0.1 million in the first six months of 2003, compared~~ to ~~$0.4~~Our ~~million~~Indebtedness in the first six months of 2002, a decrease of $0.3 million or 75.0%. Average cash balances were $18.5 million and $45.0 million for the six months ended June 30, 2003 and 2002, respectively, which substantially contributed to the decrease in interest income earned during the six months ended June 30, 2003.

~~Income~~• ~~Tax~~We ~~Expense. Our~~may ~~effective~~not ~~income~~be ~~tax~~able ~~provision for~~to ~~the~~generate ~~first~~sufficient ~~six~~cash ~~months~~to service all of ~~2003~~our ~~remained~~indebtedness ~~constant~~or ~~compared~~repay such indebtedness when due and may be forced to ~~the~~take ~~first~~other ~~six~~actions ~~months~~to ofsatisfy ~~2002.~~our ~~Our~~obligations ~~income~~under ~~tax~~our ~~expense~~indebtedness, ~~primarily~~which may not be successful.

27• Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described herein.

•

Our indebtedness could materially adversely affect our financial condition.

Risks Related to this Offering and Ownership of Our Common Stock

•

Our common stock is subject to restrictions on foreign ownership and possible divestiture by non-U.S. Citizen stockholders.

•

We will incur significantly increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

•

Risk of concentration of stockholder control.

•

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Additional risks, beyond those summarized above or discussed elsewhere in this prospectus, may apply to our business, activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate.

If we are unable to adequately address these and other risks we face, our business, results of operations, financial condition and prospects may be harmed. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our common stock.

~~Index~~Organizational toStructure ~~Financial Statements~~

~~consists~~The offollowing ~~deferred~~diagram ~~taxes~~illustrates ~~due to~~ our ~~federal~~organizational ~~net~~structure ~~operating~~after ~~loss~~giving ~~carryforwards.~~effect ~~Our income tax rate was higher than the federal statutory rate due primarily~~ to ~~expected~~ ~~state~~this ~~and~~offering ~~foreign tax liabilities~~ and ~~items~~the ~~not~~application ~~deductible~~of ~~for~~proceeds ~~federal income tax purposes~~therefrom.

LOGO

~~Year~~(1) ~~Ended~~Our ~~December~~principal 31stockholders consist of our three largest stockholders, ~~2002~~funds, ~~Compared~~investment tovehicles ~~Year~~or ~~Ended~~accounts ~~December~~managed 31or advised by Ares, ~~2001~~Whitebox or Highbridge or their respective affiliates. For more information, see “—Principal and Selling Stockholders.”

Revenues. Revenues were $92.6 million for the year ended December 31, 2002, compared to $68.8 million in 2001, an increase of $23.8 million or 34.6%. The increase in revenues was primarily the result of the increase in the size of our fleet since February 2002. Our ~~operating~~Principal ~~fleet~~Stockholders ~~grew from an average of 29.3 vessels during 2001 to an average of 40.0 during 2002.~~

~~Revenues~~Our ~~from~~principal ~~our~~stockholders ~~OSV~~consist ~~segment~~of ~~increased~~our tothree ~~$46.4~~largest ~~million~~stockholders ~~in 2002~~(funds, ~~compared~~investment tovehicles ~~$33.6~~or ~~million~~accounts ~~for~~managed ~~2001, an increase of $12.8 million~~ or ~~38.1%.~~advised ~~Our average OSV fleet size grew~~ by ~~3.2~~Ares, Whitebox ~~vessels~~or ~~during~~Highbridge ~~2002~~or ~~compared~~their torespective ~~2001.~~affiliates), ~~The~~who ~~average~~currently ~~utilization~~collectively ~~rate~~own ~~was 94~~63.96% ~~for~~of ~~2002,~~our ~~compared~~common tostock ~~99.1%~~and ~~for 2001~~85. ~~The 4.2~~9% ~~decrease~~ ~~in utilization for 2002 resulted from a reduced number~~ of ~~long-term~~our ~~contracts~~Jones ~~and~~Act anWarrants, ~~increased~~which ~~proportion~~are ofconvertible ~~vessels~~under ~~operating~~certain incircumstances ~~the~~into ~~spot market~~9,767,165 ~~which~~shares isof ~~more~~our ~~susceptible~~common ~~to market fluctuations~~stock. ~~The~~On ~~spot OSV market was softer in 2002 and~~a wediluted ~~experienced more drydocking days in 2002 than in 2001. Our OSV average dayrate was $12~~basis,~~176~~ ~~for~~after ~~2002,~~giving ~~compared~~effect to ~~$11,872~~the ~~for~~conversion ~~2001, an increase~~ of ~~$304~~these orJones ~~2.6%.~~Act ~~The~~Warrants ~~increase~~and inthis ~~average~~offering ~~dayrates~~and ~~primarily reflects~~ the ~~addition~~application of ~~larger,~~proceeds ~~newly constructed 240 and 265 class vessels~~therefrom, ~~which~~the ~~experience~~principal ~~higher~~stockholders ~~dayrates~~would ~~than~~own % of our ~~200~~common ~~class vessels~~stock.

~~Revenues~~Ares ~~from~~Management ~~our~~Corporation ~~tug~~(NYSE: ~~and~~ARES) ~~tank~~(“Ares”) ~~barge~~is ~~segment~~a ~~totaled~~leading ~~$46.2~~global ~~million~~alternative ~~for~~investment ~~2002,~~manager ~~compared~~offering ~~to $35.2 million in 2001, an increase of $11.0 million or 31.3%. This increase~~clients incomplementary ~~revenue~~primary ~~was primarily due to the acquisition of nine tugs~~ and ~~nine~~secondary ~~tank~~investment ~~barges~~solutions onacross ~~May 31, 2001, which increased average fleet capacity in barrels from 451,655 to 1,130,727. Revenues for 2002 included $2.9 million that was equal to~~ the ~~cost of in-chartering third party equipment paid by customers~~credit, ~~compared~~private ~~to $1.4 million for 2001. Our utilization rate decreased 6.3% to 78.1% for 2002~~equity, ~~compared~~real toestate ~~84.4% for 2001, primarily due to a significant increase in vessels operating under contracts of affreightment during 2002,~~ and ~~the~~infrastructure ~~adverse~~asset ~~impact of the warm winter season and weak economic conditions experienced in the northeastern United States since the third quarter of 2001~~classes. ~~More~~Ares ~~barrels~~seeks ~~moved under contracts of affreightment also contributed~~ to ~~our~~provide ~~average~~flexible ~~dayrate~~capital ~~increasing by $555~~ to ~~$9,499~~support ~~for~~businesses ~~2002,~~and ~~compared~~create ~~to $8,944 for 2001.~~

~~Operating~~value ~~Expenses. Our~~for ~~operating~~its ~~expenses,~~stakeholders ~~including~~and ~~depreciation~~within ~~and~~its ~~amortization,~~communities. ~~increased~~By tocollaborating ~~$48.0~~across ~~million~~its ~~for~~investment ~~2002~~groups, ~~compared~~Ares aims to ~~$32.4~~ ~~million~~generate inconsistent ~~2001,~~and anattractive investment ~~increase~~returns ofthroughout ~~$15~~market cycles.6 ~~million~~As orof ~~48.1%.~~September ~~The~~30, ~~increase~~2023, inAres’ ~~operating~~global ~~expenses~~platform ~~was~~had ~~the~~approximately ~~result~~$395 billion of anassets ~~average~~under ofmanagement, ~~10.7~~with ~~more~~approximately ~~vessels~~2,800 inemployees ~~service~~operating ~~during~~across ~~2002~~North ~~compared~~America, toEurope, ~~2001~~Asia Pacific and the Middle East.

~~Operating~~Whitebox ~~expenses~~Advisors ~~for~~LLC ~~our~~(“Whitebox”) ~~OSV~~is ~~segment~~a ~~increased~~multi-strategy ~~$8.7~~alternative ~~million,~~asset ormanager ~~76.3%,~~that inseeks ~~2002~~ to ~~$20.1 million, compared to $11.4 million in 2001.~~generate ~~This~~optimal ~~increase~~risk-adjusted ~~was~~returns ~~primarily the result of an average of 3.2 more new OSVs being in service during 2002 compared to 2001. Daily operating costs per vessel~~ for ~~2002~~a ~~increased~~diversified ~~slightly~~base ~~over 2001, primarily due to the higher costs~~ of ~~operating~~public ~~larger vessels~~institutions, ~~including~~private ~~increased~~entities ~~manning~~and ~~requirements.~~qualified

~~Operating expenses for our tug and tank barge segment was $28~~individuals.0 ~~million~~Founded ~~for~~in ~~2002~~1999, ~~compared~~Whitebox toinvests across ~~$20.9~~asset ~~million~~classes, ~~in 2001~~geographies, anand ~~increase~~markets ofthrough ~~$7.1 million or 34.0%. The increase in operating expenses was primarily~~ the ~~result~~hedge offund ~~the~~vehicles ~~addition of nine tugs~~ and ~~nine~~institutional ~~tank~~accounts ~~barges~~that ~~on May~~it ~~31, 2001~~advises. ~~Daily~~The ~~operating~~firm ~~expenses~~maintains ~~per~~offices ~~vessel~~ in ~~the~~Minneapolis, ~~tug~~Austin, ~~and tank barge segment remained fairly constant.~~

AsNew ~~discussed in note 2 to the audited consolidated financial statements contained herein~~York, weLondon ~~adopted SFAS 142 effective January 1, 2002~~ and, ~~accordingly, we have ceased amortizing goodwill~~Sydney. ~~Operating expenses for 2001 included goodwill amortization of $0.1 million.~~

28Highbridge Capital Management (“Highbridge”) is a global alternative investment firm offering credit and volatility focused solutions across a range of liquidity and investment profiles, including hedge funds, drawdown

~~Index~~ vehicles, toand ~~Financial~~co-investments. ~~Statements~~Highbridge manages capital for sophisticated investors, which include financial institutions, public and corporate pension funds, sovereign wealth funds, endowments, and family offices. Highbridge is headquartered in New York, with a research presence in London. Highbridge is an indirect subsidiary of J.P. Morgan Chase & Co.

~~General~~We ~~and~~use ~~Administrative~~the ~~Expenses. Our~~term ~~general~~“principal ~~and~~stockholders” ~~administrative~~in ~~expenses~~this ~~were $10.3 million~~prospectus ~~for 2002, compared~~ to ~~$8.5~~describe ~~million~~certain ~~in 2001~~funds, aninvestment ~~increase~~vehicles ofor ~~$1.8~~accounts ~~million~~managed or advised ~~21.2%.~~by ~~This increase primarily resulted from increased overhead relating to the nine tugs and nine tank barges acquired on May 31~~Ares, ~~2001~~Whitebox ~~and~~or ~~increased~~Highbridge ~~costs associated~~or ~~with~~their ~~reporting~~respective ~~obligations~~affiliates ~~under federal securities laws~~ that weown ~~were~~shares ~~subject to during all~~ of ~~2002~~our ~~but~~common ~~during only a portion of 2001~~stock.

~~Interest~~Company ~~Expense. Interest~~Corporate ~~expense~~Information from debt obligations was $16.2 million in 2002, compared to $13.7 million in 2001, an increase of $2.5 million or 18.2%. The increase in interest expense from debt obligations resulted from the refinancing of our conventional floating rate debt through the issuance of $175.0 million of 10 5/8% senior notes in July 2001 with a higher fixed rate and average balance of debt outstanding for 2002. This increase was offset in part by the capitalization of interest costs of $3.9 million and $3.1 million for 2002 and 2001, respectively. Higher capitalized interest in 2002 was related to the construction in progress of seven offshore supply vessels compared to six vessels during 2001. Included in interest expense was a loss of approximately $3.0 million incurred during 2001 resulting from the early extinguishment of debt. This loss related to the write-off of deferred financing costs upon the refinancing of our debt through the issuance of our senior notes. For more information, please read “Recent Accounting Pronouncements” below.

~~Interest~~Hornbeck ~~expense~~Offshore ~~also~~Services, ~~includes~~Inc. was incorporated under the ~~results~~laws of ~~fair~~the ~~value~~State ~~adjustments~~of toDelaware ~~warrants~~on ~~having~~June 2, ~~put options~~1997. ~~There~~Our ~~was~~principal noexecutive ~~such~~offices are ~~adjustment~~located ~~for~~at ~~2002~~103 ~~compared~~Northpark toBoulevard, anSuite ~~adjustment~~300, Covington, LA 70433, and our telephone number is (985) 727-2000. Our website address is www.hornbeckoffshore.com. Information contained on, or ~~for~~that ~~2001~~can be accessed through, our website is not part of ~~$3.0~~and ~~million~~is asnot ~~the~~incorporated ~~warrants~~by ~~were~~reference ~~repurchased~~into this prospectus, and ~~terminated~~you ~~during~~should ~~October~~not ~~2001~~consider information on our website to be part of this prospectus.

~~Interest~~19 Income. Interest income was $0.7 million in 2002, compared to $1.5 million in 2001, a decrease of $0.8 million or 53.3%. The decrease in interest income resulted from substantially lower interest rates earned on lower average cash balances invested during 2002 compared to 2001.

Income Tax Expense. Our effective income tax provision for 2002, compared to 2001 was higher primarily due to foreign and state income taxes and the impact of non-deductible interest expense resulting from fair value adjustments for warrants with put options, which was $3.0 million lower in 2002 than in 2001. Our income tax expense primarily consists of deferred taxes due to our federal net operating loss carryforwards, which were approximately $21.5 million as of December 31, 2002, and are available through 2018 to offset future taxable income. Our income tax rate is higher than the federal statutory rate due primarily to expected state tax liabilities, foreign taxes and items not deductible for federal income tax purposes.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Revenues. Revenues were $68.8 million for the year ended December 31, 2001, compared to $36.1 million in 2000, an increase of $32.7 million or 90.6%. This increase was primarily attributable to our OSV segment, which continued to experience strong demand for our vessels, and the revenues generated by the additional tugs and tank barges acquired on May 31, 2001.

Revenues from our OSV segment increased to $33.6 million in 2001, compared to $19.6 million in 2000, an increase of $14.0 million or 71.4%. This increase in revenue was due to a 40.7% increase in average dayrates, a 5.7% increase in utilization and the addition, during 2001, of two newly constructed OSVs, one in late April and the other in early November. The utilization rate for our OSVs was 99.1% for 2001, compared to 93.4% in 2000, as a result of higher demand for deepwater drilling, construction and field development activity in the Gulf of Mexico. The average dayrate for our OSVs was $11,872 for 2001, compared to $8,435 in 2000, an increase of $3,437 or 40.7%. The increase in average dayrates was due to a combination of higher demand and the addition to our fleet of the larger, newly constructed 240 class HOS Innovator on April 28, 2001 and the 265 class BJ Blue Ray on November 6, 2001. Each of these two new vessels operated at higher dayrates than our 200 class OSVs.

~~Index~~The toOffering ~~Financial Statements~~

~~Revenues~~Common ~~from~~stock ~~our~~offered ~~tug~~by ~~and~~us ~~tank barge segment totaled $35~~shares.2 million for 2001, compared to $16.5 million in 2000, an increase of $18.7 million or 113.3%. This increase in segment revenue was primarily due to increased utilization and the acquisition of nine tugs and nine tank barges on May 31, 2001, which increased fleet capacity from 451,655 barrels to 1,130,727 barrels. The utilization rate for our tugs and tank barges increased to 84.4% for 2001 compared to 71.4% in 2000. The increase in utilization was primarily the result of a change from vessels operating under contracts of affreightment to time charters, combined with the vessels being out of service for repairs fewer days in 2001 as compared to 2000. Our average dayrate remained fairly constant at $8,944 in 2001 compared to $8,982 in 2000.

~~Operating~~Common ~~Expenses. Our~~stock ~~operating~~offered ~~expenses,~~by including depreciation and amortization, increased to $32.4 million for 2001, compared to $20.4 million in 2000, an increase of $12.0 million or 58.8%. The increase in total operating expenses resulted primarily from the ~~addition~~selling ofstockholders ~~vessels to the OSV and tank barge fleets during 2001~~shares. ~~Daily operating expenses per vessel in both the OSV segment and the tug and tank barge segment remained relatively constant.~~

~~Operating~~Option ~~expenses for our OSV segment increased $2.1 million, or 22.6%, in 2001~~ to ~~$11.4 million,~~purchase ~~compared~~additional toshares ~~$9.3~~of ~~million~~common instock ~~2000.~~We ~~This~~and ~~increase~~the ~~was primarily~~selling ~~the~~stockholders ~~result~~have ofgranted the ~~HOS Cornerstone~~underwriters ~~being~~an inoption ~~service~~ for ~~all~~a period of ~~2001,~~30 ~~but~~days ~~only~~from athe ~~portion~~date of ~~2000~~this ~~and~~prospectus ~~the~~to ~~HOS~~purchase ~~Innovator~~an ~~and~~aggregate BJof ~~Blue~~up ~~Ray~~to ~~being~~additional inshares ~~service~~of ~~for~~common astock ~~portion~~from ofus, ~~2001~~less ~~but~~underwriting ~~not~~discounts ~~during~~and ~~2000~~commissions.

~~Operating~~Common ~~expenses~~stock ~~for~~outstanding ~~our~~after ~~tug~~this ~~and~~offering ~~tank~~shares ~~barge~~(or ~~segment~~shares ~~were~~if ~~$20.9~~the ~~million~~underwriters ~~for~~exercise ~~2001, compared~~in tofull ~~$11.1~~their ~~million~~option into ~~2000,~~purchase anadditional ~~increase~~shares of ~~$9.8~~common ~~million~~stock ~~or 88.2%. The increase in operating expenses resulted primarily~~ from ~~our acquisition of nine tugs and nine tank barges on May 31, 2001~~us).

~~General~~Use ~~and~~of ~~Administrative~~proceeds ~~Expenses. Our~~We ~~general~~estimate ~~and administrative~~that ~~expenses~~the ~~were~~net ~~$8.5 million~~proceeds ~~for~~to ~~2001~~us from this offering, ~~compared~~after todeducting ~~$3.4~~estimated ~~million~~underwriting indiscounts ~~2000~~and commissions and estimated offering expenses payable by us, anwill ~~increase~~be ofapproximately $~~5.1~~ million. ~~This~~(or ~~increase~~approximately ~~primarily~~$ ~~resulted~~million ~~from~~if ~~increased~~the ~~overhead~~underwriters ~~relating~~exercise toin ~~the~~full ~~nine~~their ~~tugs~~option ~~and~~to ~~nine~~purchase ~~tank~~additional ~~barges~~shares ~~acquired~~of oncommon ~~May~~stock ~~31,~~from ~~2001~~us), ~~new~~ ~~costs~~assuming ~~associated~~an ~~with~~initial ~~compliance~~public ~~with~~offering ~~our~~price ~~reporting~~of ~~obligations~~$ ~~under~~per ~~the~~share ~~federal~~(which ~~securities~~is ~~laws~~the ~~following~~midpoint ~~our~~of ~~senior~~the ~~notes~~estimated offering ~~and~~price anrange ~~increase~~shown inon ~~profit-based~~the ~~incentive~~cover ~~bonus~~page ~~compensation~~of ~~accruals~~this prospectus). For a sensitivity analysis as ~~our~~to ~~profitability~~the ~~increased~~offering price and other information, see “Use of Proceeds. ”

~~Interest~~We ~~Expense. Interest~~intend ~~expense~~to ~~from debt~~use ~~obligations~~the ~~was~~net ~~$13.7~~proceeds ~~million in 2001, compared~~ to ~~$8.2~~us ~~million in 2000, an increase of $5.5 million or 67.1%. This increase in interest expense~~ from ~~debt~~this ~~obligations~~offering ~~resulted~~for ~~from~~general ~~the~~corporate ~~refinancing of all of our conventional floating rate debt through the issuance of senior notes in July 2001 with a higher fixed rate and average debt outstanding in the 2001 period~~purposes. ~~Included~~We inwill ~~interest~~not ~~expense~~receive isany aproceeds ~~loss of approximately $3.0 million, incurred during 2001 resulting~~ from the ~~early extinguishment~~sale of ~~debt.~~shares ~~This loss relates to the write-off of deferred financing costs upon the refinancing of all our debt through the issuance of our senior notes~~ in ~~July~~this ~~2001.~~offering ~~This increase was offset~~ by ~~capitalized interest in 2001 of $3.1 million due to~~ the ~~construction~~selling ~~in progress of six OSVs compared to $0~~stockholders.~~4 million related to one vessel under construction in 2000.~~

~~Interest~~Dividend ~~expense~~policy ~~also~~We ~~includes~~do ~~the~~not ~~effect~~currently ofanticipate ~~fair~~paying ~~value~~any ~~adjustments~~dividends toon ~~warrants~~our ~~having~~common ~~put~~stock ~~options~~immediately following this offering. ~~The~~We ~~adjustment~~expect to retain all future earnings for ~~2001~~use ~~was~~in $3the operation and expansion of our business.0 ~~million~~Following ~~compared~~this tooffering $7and upon repayment of certain outstanding indebtedness, we may reevaluate our dividend policy.~~3 million~~ Any decision to declare and pay dividends in ~~2000,~~the afuture ~~decrease~~will be made at the sole discretion of ~~$4.3~~our ~~million~~Board orof 59Directors and will depend on various factors.~~4%.~~ See “Dividend Policy.”

~~Interest Income. Interest~~Risk ~~income~~factors ~~was~~See ~~$1.5~~“Risk ~~million~~Factors” infor ~~2001,~~a ~~compared~~discussion toof ~~$0.3~~risks ~~million~~you inshould ~~2000,~~carefully anconsider ~~increase~~before ofdeciding ~~$1.2~~to ~~million~~invest ~~or 400%. This increase~~ in ~~interest~~our ~~income~~common ~~resulted from substantially higher cash balances invested during the 2001 period resulting from the excess proceeds of the senior notes offering being available for investment after the refinancing~~stock.

30Listing We intend to apply to have our common stock approved for listing on the NYSE under the symbol “HOS.”

Unless otherwise indicated or the context otherwise requires, all information in this prospectus reflects and assumes the following:

•

no exercise by the underwriters of their option to purchase additional shares of common stock from us or from the selling stockholders; and

~~Index~~• toan ~~Financial~~initial ~~Statements~~offering price of $ per share of common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus).

~~Income~~Additionally, ~~Tax~~the ~~Expense. Our~~number ~~effective~~of ~~tax~~shares ~~rate~~of ~~for~~our ~~2001~~common ~~was~~stock ~~lower than in 2000 primarily due~~ to ~~the~~be ~~impact~~outstanding ofafter ~~non-deductible~~this ~~interest~~offering ~~expense~~is ~~resulting~~based ~~from~~on ~~fair~~shares ~~value~~of ~~adjustments~~our common ~~for~~stock ~~warrants~~outstanding ~~with~~as ~~put~~of ~~options~~September 30, ~~which~~2023 ~~was~~and ~~$4.3~~does ~~million~~not ~~lower~~reflect: ~~in 2001 than in 2000.~~

~~Liquidity~~• shares of common stock that may be issued upon exercise of outstanding Jones Act Warrants and ~~Capital~~Creditor ~~Resources~~Warrants, at an exercise price of $0.00001 per share and $27.83 per share, respectively;

We• ~~require~~shares ~~capital~~of tocommon ~~fund~~stock ~~ongoing~~that ~~operations,~~may ~~the~~be ~~construction~~issued ofupon ~~new~~the ~~vessels,~~exercise ~~acquisitions~~of ~~and~~outstanding ~~debt~~options ~~service.~~at Wean ~~have~~average ~~historically~~weighted ~~financed~~exercise ~~our~~price ~~capital requirements~~of ~~with~~$10.00 ~~cash~~or ~~flow~~the ~~from~~vesting ~~operations, issuances~~ of ~~equity~~restricted ~~and~~stock ~~debt~~units ~~securities~~issued ~~and borrowings~~ under our ~~credit~~2020 ~~facilities.~~Management Incentive Plan; and

~~Net~~• ~~cash~~shares ~~provided~~of bycommon ~~operating~~stock ~~activities~~that ~~was~~may ~~$5.7~~be ~~million~~issued inpursuant ~~2000,~~to ~~$33.3~~future ~~million~~awards inunder ~~2001,~~our ~~$25.0 million~~2020 inManagement ~~2002~~Incentive ~~and~~Plan ~~$13.4~~or ~~million~~our ~~for~~2023 ~~the~~Equity ~~first~~Incentive ~~six~~Plan ~~months~~to ~~of 2003.~~be ~~Changes~~ in ~~cash~~effect ~~flow~~following ~~from~~this ~~operating activities are principally the result of the timing of our construction draws for new vessel construction and interest paid on our senior notes~~offering.

~~Net~~21 cash used in investing activities was $15.3 million in 2000, $88.3 million in 2001, $55.8 million in 2002 and $71.4 million for the first six months of 2003. Net cash used in investing activities was primarily the result of new vessel construction and acquisitions.

Net cash provided by (used in) financing activities was $36.4 million in 2000, $75.2 million in 2001, $(0.2) million in 2002 and $50.5 million in the first six months of 2003. Net cash provided by financing activities was primarily the result of issuances of equity and senior notes and borrowings under our credit facilities.

We have a three-year $50.0 million senior secured revolving credit facility with three banks. Our revolving credit facility was recently amended to increase our borrowing base from $25.0 million to $50.0 million. In connection with this amendment, we pledged an additional two OSVs. As of June 30, 2003, six OSVs and four ocean-going tugs collateralize the revolving credit facility in compliance with our credit facility. Borrowings under the revolving credit facility accrue interest, at our option, at either (i) the prime rate announced by Citibank, N.A. in New York, plus a margin of 0.0% to 1.0%, or (ii) the London Interbank Offered Rate, plus a margin of 1.75% to 3.00%. As of September 15, 2003, our weighted average interest rate was 4.14%. We are also required to pay a commitment fee on available but unused amounts ranging from 0.250% to 0.375%. The interest rate margin and commitment fee are based on our leverage ratio, as defined in the revolving credit facility. We can use the amounts we draw under such facility for working capital purposes, acquisitions and, under certain circumstances, new vessel construction. The revolving credit facility expires on December 31, 2004, but we believe it will be renewed prior to that time. As of June 30, 2003, we had $39.0 million outstanding under this facility, which amount was used to fund the acquisition of an 80,000-barrel double-hulled tank barge and a portion of the acquisition cost of five OSVs. As of June 30, 2003, we had $11.0 million available under the facility.

As of June 30, 2003, we had outstanding debt of $172.5 million, net of original issue discount, under our senior notes. Interest on the senior notes is payable semiannually each February 1 and August 1. The senior notes do not require scheduled payments of principal prior to their stated maturity on August 1, 2008. Pursuant to the indenture under which the senior notes were issued, however, we are required to make offers to purchase the senior notes upon the occurrence of specified events, such as certain asset sales or a change in control.

The revolving credit facility and indenture impose certain operating and financial restrictions on us. Such restrictions affect, and in many cases limit or prohibit, among other things, our ability to incur additional indebtedness, make capital expenditures, redeem equity, create liens, sell assets and make dividend or other restricted payments.

~~Index~~Summary toHistorical Financial ~~Statements~~and Other Data

AsThe ofsummary ~~June~~consolidated ~~30,~~statement ~~2003, we had cash~~ of ~~approximately~~operations ~~$14.7~~data ~~million~~for ~~and working capital of approximately $27.2 million. During~~ the ~~six~~nine months ended ~~June~~September 30, ~~2003,~~2023 weand ~~expended~~2022 ~~$22.4~~have ~~million~~been ~~for~~derived ~~new~~from ~~vessel construction, before allocation of construction period interest. As of June 30, 2003, we were committed under vessel construction contracts to complete construction~~our ofQuarterly ~~two~~Financial ~~new~~Statements ~~generation~~included ~~OSVs,~~elsewhere ~~which~~in ~~are~~this ~~part of our current eight-vessel OSV newbuild program~~prospectus. WeThe ~~are~~summary ~~currently~~consolidated ~~evaluating~~statement ~~construction bids from several shipyards for the last four vessels~~ of ~~this~~operations ~~program,~~data ~~as well as market demand~~ for ~~such vessels. Aggregate construction costs for~~ the ~~first~~year ~~four~~ended ~~vessels~~December 31, ~~before allocation of construction period interest~~2022, ~~are expected to be approximately $53.0 million, including $18.4 million that was incurred with respect to such vessels during 2002. We took delivery of~~ the ~~HOS~~year ~~Bluewater~~ended ~~on March 17~~December 31, ~~2003~~2021, ~~the~~for ~~HOS Gemstone on June 19, 2003 and~~ the ~~HOS~~period ~~Greystone~~from on September 17 5, ~~2003. We expect delivery of the HOS Silverstar in December 2003. As of June 30, 2003, the amount~~2020 ~~expected~~ to ~~be expended to complete construction of the last two of the first four vessels was approximately $12.2 million~~December 31, ~~which~~2020 ~~becomes due at various dates during the remainder of 2003. During the six months ended June 30~~(Successor), ~~2003, we expended approximately $3.9 million for drydocking-related expenses for vessels, of which $2.8 million was accounted for as deferred charges~~ and ~~$1.1 million~~ for ~~other~~the ~~vessel~~period ~~capital~~from ~~improvements. Under our accounting policy~~January 1, we2020 ~~generally capitalize drydocking expenditures related~~ to ~~vessel~~September 4, ~~recertification~~2020 to(Predecessor), ~~deferred~~when ~~charges~~our ~~and~~Predecessor ~~amortize~~emerged ~~the~~from ~~amount over 30 or 60 months. During the six months ended June 30~~bankruptcy, ~~2003,~~are wederived ~~also~~from ~~expended~~our ~~approximately~~Annual ~~$1.1~~Financial ~~million~~Statements ~~for~~included ~~miscellaneous~~elsewhere ~~other~~in ~~additions~~this ~~to the property, plant and equipment~~prospectus.

AsOur ofhistorical ~~December~~results ~~31,~~are ~~2002, we~~not ~~had~~necessarily ~~federal~~indicative ~~net operating loss carryforwards~~ of ~~approximately~~the ~~$21.5~~results ~~million~~to ~~available~~be ~~through~~expected ~~2018~~in toany ~~offset~~ future ~~taxable income~~period. InYou ~~addition,~~should weread ~~expect~~the following tosummary ~~generate~~financial ~~federal~~and ~~tax~~other ~~benefits~~data ~~due~~in toconjunction ~~our~~with ~~use~~the ofsections ~~accelerated~~titled ~~tax~~“Management’s ~~depreciation~~Discussion ~~with respect~~and toAnalysis ~~new vessels. Our use~~ of ~~these~~Financial ~~net~~Condition ~~operating losses~~ and ~~additional~~Results ~~tax~~of ~~benefits~~Operations” ~~may be limited due to U.S. tax laws. Based on the age~~ and ~~composition of~~ our ~~current~~Financial ~~fleet,~~Statements ~~however,~~and werelated ~~expect~~notes ~~to pay a lower than normal amount of federal~~included ~~income~~elsewhere ~~taxes~~in ~~over~~this ~~the near term~~prospectus.

We believe that cash on hand and cash generated from operations will provide sufficient funds to complete construction of the one remaining new generation OSV currently under construction in our newbuild program discussed above, and to satisfy debt service and working capital requirements. We have, however, made, and may make additional, short-term draws on our revolving credit facility from time to time during peak demands on our cash that occur as a result of scheduled capital expenditure commitments. Any excess liquidity will be available to finance our strategy, which includes expanding our fleet through the construction or acquisition of additional, or the retrofit of existing, OSVs, tugs and tank barges as needed to take advantage of the demand for such vessels. Depending on the market demand for OSVs, tugs and tank barges and consolidation opportunities that may arise, we may require additional debt or equity financing, including to fund, at such time as we elect to proceed, the construction of the last four vessels in our current new generation OSV newbuild program.


	Successor											Predecessor
*(dollars in thousands)*	Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022		Year Ended December 31, 2022		Year Ended December 31, 2021		Period from September 5, 2020 through December 31, 2020			Period from January 1, 2020 through September 4, 2020
Statement of Operations Data:
Revenues:
Vessel revenues	$	405,623	$	284,398	$	406,034	$	214,680	$	50,971		$	94,520
Non-vessel revenues		32,965		33,927		45,192		41,620		12,815			26,274

		438,588		318,325		451,226		256,300		63,786			120,794
Costs and expenses:
Operating expense		221,532		153,863		214,788		142,819		39,565			90,674
Depreciation expense		18,730		13,016		18,601		15,672		5,016			65,705
Amortization expense		15,981		6,910		10,339		2,711		—			12,845
General and administrative expense		48,565		42,201		58,946		40,632		11,593			33,261
Stock-based compensation expense		17,270		3,468		5,330		3,372		1,503			1,969
Restructuring costs		—		—		—		—		—			34,491
Terminated debt refinancing costs		3,673		—		—		—		—			—

		325,751		219,458		308,004		205,206		57,677			238,945

Gain on sale of assets		2,667		14,544		21,837		2,679		—			—

Operating income (loss)		115,504		113,411		165,059		53,773		6,109			(118,151	)
Net interest expense		24,788		28,392		38,340		35,284		10,673			39,516
Other expense, net		28,371		23,348		38,783		13,969		3,988			1,132,601

Income (loss) before income taxes		62,345		61,671		87,936		4,520		(8,552	)		(1,290,268	)
Income tax expense (benefit)		15,394		2,764		7,174		1,533		1,307			(135,721	)

Net income (loss)	$	46,951	$	58,907	$	80,762	$	2,987	$	(9,859	)	$	(1,154,547	)

~~Contractual Obligations~~22 ~~and Commercial Commitments~~

The following table sets forth an aggregation of our contractual obligations and commercial commitments as of June 30, 2003, in thousands of dollars.

Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		Thereafter
Senior notes(1)	$	175,000	$	—	$	—	$	—	$	175,000
Revolving credit facility		39,000		—		39,000		—		—
Operating leases(2)		3,679		718		2,357		604		—
Construction commitments(3)		12,230		12,230		—		—		—
Total	$	229,909	$	12,948	$	41,357	$	604	$	175,000


*(dollars in thousands)*	September 30, 2023		September 30, 2022		December 31, 2022		December 31, 2021
Balance Sheet Data (at period end):
Cash and cash equivalents	$	146,298	$	154,883	$	217,303	$	180,446
Total Current Assets		308,407		288,365		357,933		268,331
Property, plant and equipment, net		553,020		439,739		449,249		329,732
Total assets		921,129		776,591		860,220		636,886
Total current liabilities		119,743		91,370		88,203		58,962
Total long-term debt, net of original issue discount and deferred financing costs		349,001		366,107		410,258		347,237
Total liabilities		590,116		530,009		589,388		453,013
Total stockholders’ equity		331,013		246,582		270,832		183,873

(1) Includes original issue discount of $2,514.


	Successor															Predecessor
*(dollars in thousands)*	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022			Year Ended December 31, 2022			Year Ended December 31, 2021			Period from September 5, 2020 through December 31, 2020			Period from January 1, 2020 through September 4, 2020
Statement of Cash Flows Data
Net Cash provided by (used in):
Operating activities	$	114,714		$	68,192		$	112,967		$	49,611		$	(5,975	)	$	(77,885	)
Investing activities		(109,882	)		(89,617	)		(109,157	)		(4,124	)		(911	)		(4,445	)
Financing activities		(75,818	)		(4,332	)		32,875			37,624			—			14,927
Other Financial Data (unaudited):
EBITDA	$	121,844		$	109,989		$	155,216		$	58,187		$	7,137		$	(1,172,202	)
Adjusted EBITDA		178,432			139,197			204,830			77,219			12,750			(2,248	)
Adjusted Free Cash Flow		119,685			112,815			171,284			47,726			9,793			(22,755	)
Capital expenditures		133,679			121,001			151,196			21,382			997			13,749

(2) Included in operating leases are commitments for office space, vessel rentals, office equipment, and vehicles. On June 30, 2003, we entered into a lease for our new principal executive offices in Covington, Louisiana. The lease covers 23,756 sq. ft. and has an initial term of five years, which commenced September 1, 2003, with two optional fiveNon-~~year~~GAAP ~~renewal~~Financial ~~periods.~~Measures ~~The cost of this new facility is included in the table.~~

We disclose and discuss EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow as non-GAAP financial measures in this prospectus. We define EBITDA as earnings (3net income or loss) ~~The~~before ~~timing~~interest, income taxes, depreciation and amortization. Adjusted EBITDA reflects certain adjustments to EBITDA for gains or losses on early extinguishment of debt, terminated debt refinancing costs, stock-based compensation expense and interest income. In addition, Adjusted EBITDA excludes non-cash gains or losses on the ~~incurrence~~fair value adjustment of ~~these~~liability-classified warrants, as well as restructuring costs isand ~~subject~~reorganization items, net related to ~~change~~the ~~among~~Company’s ~~periods~~voluntary ~~based~~relief onin 2020 under Chapter 11 of the ~~achievement~~U.S. Bankruptcy Code and the application of ~~shipyard~~fresh-start ~~milestones~~accounting under ASC 852, Reorganizations. ~~however~~We define Adjusted Free Cash Flow as Adjusted EBITDA less cash paid for deferred drydocking charges, ~~the~~maintenance ~~amounts~~capital ~~are~~improvements and non-vessel capital expenditures, cash paid for interest and cash paid for (refunds of) income taxes. Our measures of EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow may not ~~expected~~be comparable to ~~change~~similarly ~~materially~~titled inmeasures ~~the~~presented ~~aggregate~~by other companies. Other companies may calculate EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow differently than we do, which may limit their usefulness as comparative measures.

~~Inflation~~We view EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow primarily as liquidity measures and, as such, we believe that the GAAP financial measure most directly comparable to those measures is cash flows

To23 ~~date, general inflationary trends have not had a material effect on our operating revenues or expenses.~~

Recent Accounting Pronouncements

Effective January 1, 2001, we adopted Statement of Financial Accounting Standards, or SFAS, No. 133 “Accounting for Derivative Instruments and Hedging Activities,” which establishes accounting and reporting standards that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value. The adoption did not have an impact on our financial position as we have not entered into any derivative instruments.

In July 2001, the Financial Accounting Standards Board, or FASB, issued SFAS No. 141 “Business Combinations.” SFAS 141 eliminated the pooling-of-interests method of accounting for business combinations except for qualifying business combinations that were initiated prior to July 1, 2001. The purchase method of accounting is required to be used for all business combinations initiated after June 30, 2001. SFAS 141 also requires separate recognition of intangible assets that meet certain criteria.

In July 2001, the FASB issued SFAS No. 142 “Goodwill and Other Intangible Assets.” Under SFAS 142, goodwill and indefinite-lived intangible assets are no longer amortized but are reviewed for impairment annually, or more frequently if circumstances indicate potential impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. For goodwill and indefinite-lived intangible assets acquired prior to July 1, 2001, goodwill continued to be amortized through 2001 at which time amortization ceased and a transitional goodwill impairment test was performed. Any impairment charges resulting from the initial application of the new rules were classified as a cumulative change in accounting principle. We completed our initial transition evaluation by June 30, 2002, which is within the six month transition period allowed by the new standard. We determined that our goodwill balances would not be impaired. Goodwill amortization for each of the years ended December 31, 2000, 2001 and 2002 was $126,000, $126,000 and $0, respectively. The following table presents our net income (loss) as reported in our consolidated financial statements compared to what would have been reported had SFAS 142 been in effect as of January 1, 2000 (in thousands).

	Year Ended December 31,
	2000			2001		2002
Net income (loss) as reported	$	(4,524	)	$	7,019	$	11,647
Amortization of goodwill		126			126		—
Net income (loss), as adjusted	$	(4,398	)	$	7,145	$	11,647

There was no per share effect from the adoption of SFAS 142.

~~Index~~ provided toby ~~Financial~~operating ~~Statements~~activities. Because EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow are not measures calculated in accordance with GAAP, they should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. Additionally, Adjusted Free Cash Flow does not represent the total increase or decrease in our cash balance, and it should not be inferred that the entire amount of Adjusted Free Cash Flow is available for dividends, debt or share repurchases or other discretionary expenditures, since we have non-discretionary expenditures that are not deducted from this measure.

~~In August 2001~~EBITDA, ~~the~~Adjusted ~~FASB~~EBITDA ~~issued~~and ~~SFAS~~Adjusted ~~No.~~Free ~~144~~Cash ~~“Accounting~~Flow ~~for~~are ~~the Impairment or Disposal of Long-Lived~~widely ~~Assets,”~~used ~~which~~by ~~supersedes~~investors ~~FASB Statement No. 121 “Accounting for the Impairment of Long-Lived Assets~~ and ~~for~~other ~~Long-Lived~~users ~~Assets to be Disposed~~ of.” ~~SFAS~~our ~~144~~financial ~~also~~statements ~~supersedes~~as ~~certain~~supplemental ~~aspects~~financial ofmeasures ~~APB~~that, ~~Opinion~~when ~~No.~~viewed ~~30 “Reporting~~with ~~the~~our ~~Results~~GAAP ofresults ~~Operations—Reporting~~and the ~~Effects~~accompanying ~~of Disposal of a Segment of a Business~~reconciliations, ~~and~~we ~~Extraordinary,~~believe ~~Unusual~~provide ~~and~~additional ~~Infrequently~~information ~~Occurring~~that ~~Events~~is ~~and~~useful ~~Transactions” with regard~~ to ~~reporting~~gain ~~the effects of a~~an ~~disposal~~understanding of athe ~~segment~~factors ~~of a business~~ and ~~will~~trends ~~require~~affecting ~~expected~~our ~~future~~ability ~~operating losses from discontinued operations~~ to beservice ~~reported~~debt, inpay ~~discontinued~~taxes ~~operations~~and infund ~~the~~drydocking ~~period~~charges, ~~incurred~~maintenance ~~rather~~capital ~~than~~improvements asand ofnon-vessel ~~the~~capital ~~measurement date as presently required by APB 30~~expenditures. ~~Additionally,~~We ~~certain~~also ~~dispositions~~believe ~~may~~the ~~now~~disclosure ~~qualify for discounted operations treatment. The provisions~~ of ~~SFAS~~EBITDA, ~~144~~Adjusted ~~are~~EBITDA ~~required~~and Adjusted toFree beCash ~~applied~~Flow ~~for~~helps ~~fiscal~~investors ~~years~~or ~~beginning~~lenders ~~after~~meaningfully ~~December~~evaluate ~~15, 2001~~ and ~~interim~~compare ~~periods~~our ~~within~~cash ~~those~~flow ~~fiscal years.~~generating ~~The~~capacity ~~adoption~~from ofquarter ~~this~~to ~~statement~~quarter ~~did~~and ~~not~~year ~~have~~to ~~any effect on our consolidated financial statements~~year.

InEBITDA, ~~April~~Adjusted ~~2002,~~EBITDA ~~the~~and ~~FASB~~Adjusted ~~issued~~Free ~~SFAS~~Cash ~~No.~~Flow ~~145~~are ~~“Rescission~~also offinancial ~~FASB~~metrics ~~Statements~~used ~~No.~~by 4,management ~~44,~~as ~~and~~supplemental ~~64,~~internal ~~Amendment~~measures offor planning ~~FASB~~and ~~Statement~~forecasting ~~No.~~overall ~~13,~~expectations and ~~Technical Corrections.”~~for ~~SFAS~~evaluating ~~145~~actual ~~requires~~results ~~that~~against ~~gains~~such orexpectations; ~~losses~~for ~~recorded~~short-term ~~from~~cash ~~the~~bonus ~~extinguishment~~incentive ofcompensation ~~debt~~purposes; ~~that~~to docompare ~~not~~to ~~meet~~ the ~~criteria~~EBITDA, ofAdjusted ~~APB~~EBITDA 30and ~~should~~Adjusted ~~not~~Free beCash ~~presented~~Flow asof ~~extraordinary~~other companies ~~items.~~when ~~This~~evaluating ~~statement~~potential isacquisitions; ~~effective~~and ~~for~~to ~~fiscal~~assess ~~years~~our ~~beginning after~~ability ~~May~~to ~~15,~~service ~~2002~~existing asfixed itcharges ~~relates~~and toincur ~~the~~additional ~~reissued~~indebtedness. ~~FASB Statement~~Additionally, ~~with~~we ~~earlier~~have ~~application~~historically ~~permitted.~~made ~~Any gain~~certain oradjustments ~~loss~~to EBITDA to internally evaluate our performance based on ~~extinguishment~~the computation of ~~debt~~ratios ~~that~~used ~~was~~in ~~classified~~certain asfinancial ancovenants ~~extraordinary~~of ~~item~~our incredit ~~prior~~agreements ~~periods~~with ~~presented~~various ~~that~~lenders, ~~does~~whenever ~~not~~applicable. ~~meet~~Currently, the ~~criteria~~ inCompany’s ~~APB~~Second 30Lien ~~for~~Credit ~~classification~~Agreement asincludes an ~~extraordinary~~incurrence ~~item~~test ~~should~~for bethe issuance ~~reclassified~~of unsecured debt. AThe ~~loss~~test requires a fixed charge coverage ratio of ~~approximately~~at $3least 2.0 ~~million~~to ~~was~~1.0 ~~incurred~~at ~~during~~ the ~~third~~time ~~quarter~~any ofunsecured ~~2001~~debt ~~resulting~~is ~~from~~incurred. ~~the~~The ~~early~~fixed ~~extinguishment~~charge ofcoverage ~~debt.~~ratio ~~This~~is ~~loss~~calculated ~~relates~~using certain adjustments to EBITDA defined by the Second ~~write-off~~Lien ofCredit ~~deferred~~Agreement, ~~financing~~which ~~costs~~adjustments ~~upon~~are ~~the~~consistent ~~refinancing~~with ofthose ~~our~~reflected in Adjusted EBITDA in this prospectus. In addition, we believe that, based on covenants in prior credit facilities, future debt ~~through~~arrangements may require compliance with certain ratios that will likely include EBITDA or Adjusted EBITDA in the ~~issuance~~computations. ofAdjusted ~~$175~~EBITDA ~~million~~is ofalso ~~senior~~currently ~~notes~~utilized in ~~July 2001~~connection with the Company’s short-term cash bonus incentive compensation programs.

In24 June 2002, the FASB issued SFAS No. 146 “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS 146 nullifies EITF Issue 94-3 “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity,” under which a liability for an exit cost was recognized at the date of an entity’s commitment to an exit plan. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized at fair value when the liability is incurred. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002. SFAS 146 had no impact on our consolidated financial statements for the year ended December 31, 2002.

In November 2002, the FASB issued FASB Interpretation No., or FIN, 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of this Interpretation are applied prospectively to guarantees issued or modified after December 31, 2002. The adoption of these recognition provisions will result in recording liabilities associated with certain guarantees we may provide in the future. The disclosure requirements of this Interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. FIN 45 did not have an impact on our consolidated financial statements.

In December 2002, SFAS No. 148 “Accounting for Stock-Based Compensation—Transition and Disclosure—An Amendment of FASB Statement No. 123” was issued by the FASB and amends FASB Statement No. 123 “Accounting for Stock-Based Compensation.” This Statement provides alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation and amends the disclosure provisions of SFAS 123 to require prominent disclosure about the effects on reported net income of an entity’s accounting policy

~~Index~~The following tables reconcile cash flows provided by (used in) operating activities to EBITDA, ~~Financial~~Adjusted ~~Statements~~EBITDA and Adjusted Free Cash Flow, as we define those terms, for the nine months ended September 30, 2023 and 2022, and the year ended December 31, 2022 (Successor), the year ended December 31, 2021 (Successor), the period from September 5, 2020 through December 31, 2020 (Successor) and the period from January 1, 2020 through September 4, 2020 (Predecessor), respectively:

decisions with respect to stock-based employee compensation. We have not adopted either of the alternative methods of transition and continue to apply APB Opinion No. 25. Additionally, this Statement amends APB Opinion No. 28 “Interim Financial Reporting” to require disclosure about those effects in interim financial information. The transition method provisions of this Statement are effective for fiscal years ending after December 15, 2002. The interim financial reporting requirements of this Statement are effective for financial reports containing condensed financial statements for interim periods beginning after December 15, 2002, which we have adopted.


	Successor															Predecessor
*(dollars in thousands)*	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022			Year Ended December 31, 2022			Year Ended December 31, 2021			Period from September 5, 2020 through December 31, 2020			Period from January 1, 2020 through September 4, 2020
EBITDA Reconciliation to GAAP:
Net cash flows provided by (used in) operating activities	$	114,714		$	68,192		$	112,967		$	49,611		$	(5,975	)	$	(77,885	)
Cash paid for deferred drydocking charges		20,939			16,118			19,114			14,113			86			9,304
Cash paid for interest		25,692			5,417			8,868			8,467			1,731			14,781
Cash paid for (refunds of) income taxes		5,815			129			474			2,399			463			(3,930	)
Changes in operating assets and liabilities		(2,136	)		33,503			38,738			(560	)		12,328			(1,108,267	)
Stock-based compensation expense		(17,270	)		(3,468	)		(5,330	)		(3,372	)		(1,503	)		(1,969	)
Amortization of deferred contract-specific costs of sales		(753	)		—			—			—			—			—
Fair value adjustment of liability-classified warrants		(26,588	)		(24,404	)		(41,408	)		(15,150	)		7			—
Loss on early extinguishment of debt, net		(1,236	)		(42	)		(44	)		—			—			(4,236	)
Gain (loss) on sale and disposal of assets		2,667			14,544			21,837			2,679			—			—

EBITDA	$	121,844		$	109,989		$	155,216		$	58,187		$	7,137		$	(1,172,202	)

Adjusted EBITDA Reconciliation to GAAP:
Net cash flows provided by (used in) operating activities	$	114,714		$	68,192		$	112,967		$	49,611		$	(5,975	)	$	(77,885	)
Cash paid for deferred drydocking charges		20,939			16,118			19,114			14,113			86			9,304
Cash paid for interest		25,692			5,417			8,868			8,467			1,731			14,781
Cash paid for (refunds of) income taxes		5,815			129			474			2,399			463			(3,930	)
Changes in operating assets and liabilities		(2,136	)		33,503			38,738			(560	)		12,328			(1,108,267	)
Amortization of deferred contract-specific costs of sales		(753	)		—			—			—			—			—
Interest income		7,821			1,294			2,832			510			77			944
Gain (loss) on sale and disposal of assets		2,667			14,544			21,837			2,679			—			—
Restructuring costs		—			—			—			—			—			34,491
Reorganization items, net		—			—			—			—			4,040			1,128,314
Terminated debt refinancing costs		3,673			—			—			—			—			—

Adjusted EBITDA	$	178,432		$	139,197		$	204,830		$	77,219		$	12,750		$	(2,248	)

In25 January 2003, the FASB issued FIN 46 “Consolidation of Variable Interest Entities,” which clarifies the application of Accounting Research Bulletin, or ARB, No. 51 “Consolidated Financial Statements” to certain entities (called variable interest entities) in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The disclosure requirements of this Interpretation are effective for all financial statements issued after January 31, 2003. The consolidation requirements apply to all variable interest entities created after January 31, 2003. In addition, public companies must apply the consolidation requirements to variable interest entities that existed prior to February 1, 2003 and remain in existence as of the beginning of annual or interim periods beginning after June 15, 2003. FIN 46 is not expected to have a material impact on our consolidated financial statements upon adoption.

In April 2003, the FASB issued SFAS No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” to clarify under what circumstances a contract with an initial net investment meets the characteristics of a derivative, to clarify when a derivative contains a financing component, to amend the definition of “underlying” to conform it to language in FIN 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” and to amend certain other existing pronouncements. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, and is to be applied prospectively. Implementation of SFAS 149 did not have a material effect on our consolidated financial statements for the period ended June 30, 2003, as it did not have any derivative instruments or hedging arrangements.

In May 2003, the FASB issued SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS 150 requires that certain financial instruments issued in the form of shares that are mandatorily redeemable, as well as certain other financial instruments, be classified as liabilities in the financial statements. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective beginning with our second quarter of 2004. The provisions of this statement did not have a material impact on our consolidated financial statements as of and for the period ended June 30, 2003.

On September 9, 2003, the Accounting Standards Executive Committee, or AcSEC, of the American Institute of Certified Public Accountants voted to approve a Statement of Position, or SOP, Accounting for Certain Costs and Activities Related to Property, Plant, and Equipment. The SOP is expected to be presented for approval by the FASB in the fourth quarter of 2003. If approved, the SOP would require us to expense as incurred some or all of the recertification costs in connection with the drydocking of our vessels. The SOP was undertaken to clarify the diversity in practice that exists in accounting for these and other costs related to property, plant and equipment. We will continue to monitor the progress related to the potential new rules and their impact on our consolidated financial statements.

Change in Independent Public Accountants and Auditors

Effective June 24, 2002, we dismissed Arthur Andersen LLP as our independent public accountants and auditors and engaged Ernst & Young LLP as our new independent public accountants


	Successor															Predecessor
*(dollars in thousands)*	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022			Year Ended December 31, 2022			Year Ended December 31, 2021			Period from September 5, 2020 through December 31, 2020			Period from January 1, 2020 through September 4, 2020
Adjusted Free Cash Flow Reconciliation to GAAP:
Net cash flows provided by (used in) operating activities	$	114,714		$	68,192		$	112,967		$	49,611		$	(5,975	)	$	(77,885	)
Cash paid for maintenance capital improvements		(5,318	)		(3,617	)		(3,762	)		(3,826	)		(677	)		(264	)
Cash paid for non-vessel capital expenditures		(983	)		(1,101	)		(1,328	)		(688	)		—			(88	)
Changes in operating assets and liabilities		(2,136	)		33,503			38,738			(560	)		12,328			(1,108,267	)
Amortization of deferred contract-specific costs of sales		(753	)		—			—			—			—			—
Interest income		7,821			1,294			2,832			510			77			944
Gain (loss) on sale and disposal of assets		2,667			14,544			21,837			2,679			—			—
Restructuring costs		—			—			—			—			—			34,491
Reorganization items, net		—			—			—			—			4,040			1,128,314
Terminated debt refinancing costs		3,673			—			—			—			—			—

Adjusted Free Cash Flow	$	119,685		$	112,815		$	171,284		$	47,726		$	9,793		$	(22,755	)

~~and~~The ~~auditors.~~following ~~The~~table ~~decision~~provides tothe ~~change~~detailed ~~our~~components ~~independent~~of ~~public~~EBITDA, ~~accountants~~Adjusted EBITDA and ~~auditors~~Adjusted ~~was~~Free ~~approved~~Cash byFlow ~~our~~as we ~~board~~define ofthose ~~directors~~terms, ~~upon~~for the ~~recommendation~~nine ofmonths ~~its~~ended ~~audit committee.~~September ~~The~~30, ~~initial~~2023 ~~engagement~~and of2022, ~~Ernst~~and &the ~~Young~~year ~~LLP~~ended ~~was~~December 31, to2022 ~~reaudit~~(Successor), ~~each~~the ofyear ~~the~~ended ~~three~~December 31, ~~years~~2021 in(Successor), the period ~~ended~~from ~~December~~September 5, 2020 through December 31, 2020 ~~2001.~~(Successor) and the period from January 1, 2020 through September 4, 2020 (Predecessor), respectively (in thousands):

Arthur Andersen’s reports on our consolidated financial statements for the years ended December 31, 2001 and 2000, respectively, did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles. In addition, during the two years ended December 31, 2001 and the subsequent interim period preceding the decision to change independent public accountants and auditors, there was no disagreement with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Arthur Andersen, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports covering such periods, and there were no other events relating to Arthur Andersen’s service as our independent public accountants and auditors that would have required disclosure under applicable Commission regulations.


	Successor															Predecessor
	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022			Year Ended December 31, 2022			Year Ended December 31, 2021			Period from September 5, 2020 through December 31, 2020			Period from January 1, 2020 through September 4, 2020
Components of EBITDA:
Net income (loss)	$	46,951		$	58,907		$	80,762		$	2,987		$	(9,859	)	$	(1,154,547	)
Interest, net
Debt obligations		32,609			29,686			41,172			35,794			10,750			40,460
Interest income		(7,821	)		(1,294	)		(2,832	)		(510	)		(77	)		(944	)

Total interest, net		24,788			28,392			38,340			35,284			10,673			39,516

Income tax expense (benefit)		15,394			2,764			7,174			1,533			1,307			(135,721	)
Depreciation		18,730			13,016			18,601			15,672			5,016			65,705
Amortization		15,981			6,910			10,339			2,711			—			12,845

EBITDA	$	121,844		$	109,989		$	155,216		$	58,187		$	7,137		$	(1,172,202	)

We26 ~~did not consult Ernst & Young LLP on any financial or accounting reporting matters in the period before its appointment.~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


	Successor															Predecessor
	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022			Year Ended December 31, 2022			Year Ended December 31, 2021			Period from September 5, 2020 through December 31, 2020			Period from January 1, 2020 through September 4, 2020
Loss on early extinguishment of debt, net		1,236			42			44			—			—			4,236
Stock-based compensation expense		17,270			3,468			5,330			3,372			1,503			1,969
Interest income		7,821			1,294			2,832			510			77			944
Fair value of liability-classified warrants		26,588			24,404			41,408			15,150			(7	)		—
Restructuring charges		—			—			—			—			—			34,491
Reorganization items, net		—			—			—			—			4,040			1,128,314
Terminated debt refinancing costs		3,673			—			—			—			—			—

Adjusted EBITDA	$	178,432		$	139,197		$	204,830		$	77,219		$	12,750		$	(2,248	)

Cash paid for deferred drydocking charges⁽¹⁾		(20,939	)		(16,118	)		(19,114	)		(14,113	)		(86	)		(9,304	)
Cash paid for maintenance capital improvements⁽¹⁾		(5,318	)		(3,617	)		(3,762	)		(3,826	)		(677	)		(264	)
Cash paid for non-vessel capital expenditures⁽¹⁾		(983	)		(1,101	)		(1,328	)		(688	)		—			(88	)
Cash paid for interest		(25,692	)		(5,417	)		(8,868	)		(8,467	)		(1,731	)		(14,781	)
Cash refunds of (paid for) taxes		(5,815	)		(129	)		(474	)		(2,399	)		(463	)		3,930

Adjusted Free Cash Flow	$	119,685		$	112,815		$	171,284		$	47,726		$	9,793		$	(22,755	)

~~BUSINESS~~(1) For additional information concerning these items, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Expenditures.”

~~General~~Set forth below are the material limitations associated with using EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow as non-GAAP financial measures compared to cash flows provided by operating activities:

We• ~~are a leading provider of technologically advanced~~EBITDA, ~~new~~Adjusted ~~generation~~EBITDA ~~OSVs~~and ~~serving~~Adjusted ~~the offshore~~Free ~~oil~~Cash ~~and~~Flow ~~gas~~do ~~industry,~~not ~~primarily~~reflect in the ~~U.S.~~future ~~Gulf~~capital ofexpenditure ~~Mexico~~requirements ~~and~~that inmay ~~select~~be ~~international~~necessary ~~markets.~~to ~~The~~replace ~~focus of~~ our ~~OSV~~existing ~~business~~vessels isupon onexpiration ~~complex exploration and production activities, which include deepwater, deep well and other logistically demanding projects. We are also a leading transporter~~ of ~~petroleum~~their ~~products~~useful ~~through our tug and tank barge segment serving the energy industry in the northeastern United States and Puerto Rico.~~ lives;

In• ~~the mid-1990s~~EBITDA, ~~oil~~Adjusted ~~and~~EBITDA ~~gas producers began seeking large hydrocarbon reserves at deeper well depths using new, specialized drilling~~ and ~~production~~Adjusted ~~equipment.~~Free WeCash ~~recognized~~Flow ~~that~~do ~~the existing fleet of conventional, 180' OSVs operating in the U.S. Gulf of Mexico was~~ not ~~designed~~reflect ~~to support these more complex projects or to operate in~~ the ~~challenging~~interest, ~~environments~~future inprincipal ~~which~~payments ~~they~~and ~~were~~other ~~conducted.~~financing-related ~~Therefore,~~charges innecessary ~~1997, we began a program~~ to ~~construct~~service ~~new generation OSVs based upon~~ the ~~proprietary~~debt ~~designs of our in-house team of naval architects. Since~~ that ~~time,~~ we have ~~constructed~~ 16incurred ~~new~~in ~~generation~~acquiring ~~OSVs using these proprietary designs,~~ and weconstructing ~~recently expanded~~ our fleet with the acquisition of six additional new generation OSVs. We also expect delivery of one additional OSV in December 2003. Our fleet of 22 OSVs is among the youngest fleets in the industry with an average age of approximately three years. Upon completion of this offering, we will be the only publicly traded company with a significant fleet of U.S.-flagged, new generation OSVs. vessels;

~~Our~~• ~~OSVs~~EBITDA, ~~were~~Adjusted ~~purposefully~~EBITDA ~~designed with the flexibility to meet the diverse needs of our clients in all stages of their exploration~~ and ~~production~~Adjusted ~~activities.~~Free AsCash aFlow ~~result,~~do ~~all~~not ofreflect ~~our~~the ~~OSVs~~deferred ~~have~~income ~~enhanced~~taxes ~~capabilities~~ that ~~allow~~we ~~them~~will toeventually ~~more~~have ~~effectively support premium drilling equipment required for deep drilling and related specialty services. In contrast~~ to ~~conventional,~~pay ~~180'~~once ~~OSVs,~~we ~~our vessels have dynamic positioning capability, as well as greater storage and off-loading capacity. We~~ are ~~capable~~no oflonger ~~providing OSV services to our customers anywhere~~ in ~~the world~~an ~~and~~overall weNOL ~~are~~carryforward ~~actively~~position, ~~pursuing~~as ~~additional~~applicable; ~~contracts in select international markets.~~ and

~~Demand~~• ~~for our technologically advanced OSV services is primarily driven by the drilling of deep wells~~EBITDA, ~~whether~~Adjusted inEBITDA ~~the deepwater or on the U.S. Continental Shelf,~~ and ~~other~~Adjusted ~~complex~~Free ~~exploration~~Cash ~~and~~Flow ~~production~~do ~~projects~~not ~~that require~~reflect ~~specialized~~changes ~~drilling and production equipment. According to the Minerals Management Service, or MMS,~~ in ~~2002~~our ~~the~~net ~~deepwater~~working ~~region~~capital ~~accounted for 68% of total U~~position.S. Gulf of Mexico oil production and 38% of total U.S. Gulf of Mexico natural gas production, up substantially from 4% and 1% in 1990, respectively. In addition, the MMS estimates that deep reservoirs on the Continental Shelf may hold up to 20 tcf of undiscovered natural gas. This potential reserve base compares favorably to the approximately 26 tcf of proven natural gas reserves in the entire U.S. Gulf of Mexico. Our new generation OSVs are also well-suited for drilling in logistically demanding projects and frontier areas, where support infrastructure is severely limited.

~~Our~~27 tug and tank barge fleet consists of 12 ocean-going tugs, 16 ocean-going tank barges and one coastwise tanker. We believe our tug and tank barge business complements our OSV business by providing additional revenue and geographic diversification, while allowing us to offer another line of services to integrated oil and gas companies. Demand for our tug and tank barge services is primarily driven by the level of refined petroleum product consumption in the northeastern United States and Puerto Rico, our core operating markets. The Energy Information Administration, or EIA, projects that refined petroleum product consumption in the East Coast region of the United States will increase by an average of 1.7% per year from 2002 to 2010. Demand for refined petroleum products is primarily driven by population growth, the strength of the U.S. economy, seasonal weather patterns, oil prices and competition from alternate energy sources.

~~Index~~Management compensates for the above-described limitations in using EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow as non-GAAP financial measures by only using EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow to ~~Financial~~supplement ~~Statements~~our GAAP results.

~~Offshore~~Other ~~Supply~~Operating ~~Vessels~~Data

The OSV Industry


	Successor															Predecessor
	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022			Year Ended December 31, 2022			Year Ended December 31, 2021			Period from September 5, 2020 through December 31, 2020			Period from January 1, 2020 through September 4, 2020
Offshore Supply Vessels:
Average number of OSVs⁽¹⁾		53.6			57.5			57.0			58.8			62.0			62.0
Average number of active OSVs⁽²⁾		31.8			25.5			26.7			22.2			19.6			24.2
Average OSV fleet capacity (DWT)⁽³⁾		233,587			227,611			229,001			228,256			236,430			237,338
Average OSV capacity (DWT)⁽⁴⁾		4,361			3,958			4,020			3,885			3,813			3,828
Average OSV utilization rate⁽⁵⁾		45.1	%		36.4	%		37.7	%		31.2	%		26.5	%		24.0	%
Active OSV utilization rate⁽⁶⁾		76.2	%		81.9	%		80.7	%		82.8	%		84.0	%		61.6	%
Average OSV dayrate⁽⁷⁾	$	38,927		$	30,590		$	32,305		$	19,785		$	16,082		$	17,495
Effective OSV dayrate⁽⁸⁾	$	17,556		$	11,135		$	12,179		$	6,173		$	4,262		$	4,199
Multi-Purpose Support Vessels:
Average number of MPSVs⁽¹⁾		12.0			12.0			12.0			12.0			12.0			12.0
Average number of active MPSVs⁽²⁾		11.0			10.3			10.4			8.9			9.0			9.1
Average MPSV utilization rate⁽⁵⁾		71.8	%		64.8	%		65.2	%		46.7	%		38.8	%		28.8	%
Active MPSV utilization rate⁽⁶⁾		78.3	%		75.8	%		75.0	%		63.0	%		51.7	%		37.8	%
Average MPSV dayrate⁽⁷⁾	$	63,188		$	51,715		$	53,421		$	40,245		$	36,055		$	34,893
Effective MPSV dayrate⁽⁸⁾	$	45,369		$	33,511		$	34,830		$	18,794		$	13,989		$	10,049

~~OSVs~~(1) ~~primarily~~Represents ~~serve~~the ~~exploratory~~weighted-average ~~and~~number ~~developmental~~of ~~drilling~~vessels ~~rigs~~owned ~~and~~during ~~production~~the ~~facilities~~period, ~~and~~adjusted ~~support~~to ~~offshore~~reflect ~~construction~~date ~~and~~of ~~subsea~~acquisition ~~maintenance~~or ~~activities.~~disposition ~~OSVs differ~~of ~~from~~vessels. ~~other~~We ~~types~~owned of54 ~~marine~~and ~~vessels~~58 inOSVs ~~their~~and ~~cargo~~12 ~~carrying~~MPSVs ~~flexibility~~as ~~and~~of ~~capacity.~~December In31, ~~addition~~2022 toand ~~transporting~~December ~~deck~~31, ~~cargo~~2021, ~~such~~respectively. asWe ~~pipe~~owned or54 ~~drummed~~and ~~material~~56 OSVs and ~~equipment,~~12 ~~OSVs~~MPSVs ~~also~~as ~~transport~~of ~~liquid~~September ~~mud~~30, ~~potable~~2023 and ~~drilling~~September ~~water~~30, ~~diesel fuel~~2022, ~~dry~~respectively. ~~bulk~~Excluded ~~cement~~from ~~and~~this ~~personnel~~data ~~between~~are ~~shore~~four ~~bases~~non-owned ~~and~~vessels ~~offshore~~managed ~~rigs~~for ~~and~~the ~~facilities~~U.S. ~~In general~~Navy, ~~demand~~one ~~for~~vessel ~~OSVs,~~acquired asfrom ~~evidenced~~the byU.S. ~~dayrates~~Department ~~and~~of ~~utilization~~Transportation’s ~~rates,~~Maritime isAdministration ~~primarily~~that ~~related~~is tocurrently ~~offshore~~undergoing ~~oil~~conversion ~~and~~for ~~natural~~service ~~gas~~as ~~exploration,~~a ~~development~~dual-use ~~and production activity~~SOV/flotel, ~~which~~two inpartially ~~turn~~constructed isJones ~~influenced~~Act-qualified byMPSV anewbuilds ~~number~~to ofbe ~~factors,~~completed ~~including~~pursuant ~~oil~~to ~~and~~our ~~natural~~settlement ~~gas~~with ~~prices and~~ the ~~drilling~~Surety, ~~budgets~~three ~~of offshore exploration and production companies.~~ OSVs

~~OSVs~~28 operate worldwide, but are generally concentrated in relatively few offshore regions with high levels of exploration and development activity such as the Gulf of Mexico, the North Sea, Southeast Asia, West Africa, and Brazil. While there is some vessel migration between regions, key factors such as mobilization costs, vessel suitability and government statutes prohibiting foreign-flagged vessels from operating in certain waters generally limit such migration.

The U.S. Gulf of Mexico is a critical oil and natural gas supply basin for the United States, accounting for 30% and 25%, respectively, of total U.S. oil and natural gas production in 2002. Offshore oil and natural gas drilling and production in the U.S. Gulf of Mexico occurs on the Continental Shelf and in the deepwater. Drilling activity on the Continental Shelf has historically been limited to shallow wells, or wells with true vertical depths of less than 15,000'. More recently, however, operators have begun to increasingly focus exploratory efforts on deep wells and natural gas reserves located below 15,000'. These deep prospects are largely undeveloped, but are believed to contain significant reserves.

While the shallow waters of the Continental Shelf have been actively explored for decades, relatively few deep wells have been drilled historically due to the high cost associated with these wells. The dry hole cost of a typical Continental Shelf well drilled from 8,000' to 12,000' generally ranges from $4 million to $8 million, while the dry hole cost for a deep well drilled in a similar location but to 15,000' or more can range from $10 million to $25 million. The higher costs associated with the drilling of deep wells can be attributed to, among other things, the need for specialized, high-end drilling rigs and related equipment, greater volumes of downhole materials such as liquid mud, tubular products, and cement, and longer drilling times.

Despite the higher costs associated with deep well Continental Shelf drilling, operators, especially those in search of natural gas, have continued to demonstrate interest. This interest is driven by, among other things, the potential for the discovery of significant natural gas reserves. The MMS estimates that there may be up to 20 tcf of undiscovered, conventionally recoverable, deep well natural gas on the Continental Shelf. Moreover, the abundance of existing platforms, production facilities and pipelines on the Continental Shelf allow new deep gas to flow quickly to market. In addition, MMS data indicates that higher natural gas production rates can be expected from wells drilled on the Continental Shelf below 16,000'. Furthermore, the MMS royalty relief programs enacted in 2001, and expanded in August 2003, have stimulated interest by reducing the development costs of these deep wells. The combination of these factors partly compensates for the higher drilling costs of deep wells on the Continental Shelf and can allow operators to commercially produce discovered reserves in this market. While drilling on the Continental Shelf has declined, production data from 2000 to 2002 provided by IHS Energy, an energy research company, suggests an increasing focus on deep wells on the Continental Shelf. From 2000 to 2002, oil production from deep wells as a percentage of total wells on the Continental Shelf increased from 13% to 15% and natural gas production increased from 22% to 31%.

~~Index~~delivered since September 30, 2023 and one remaining OSV expected to ~~Financial~~be ~~Statements~~delivered by December 31, 2023 as part of the ECO Acquisitions #2, but due to supply chain constraints such delivery could extend into early 2024. The Company also sold ten and four OSVs during 2022 and 2021, respectively, and sold two OSVs during the nine months ended September 30, 2023.

~~Recent~~(2) ~~discoveries~~In ofresponse ~~large~~to ~~hydrocarbon~~weak ~~reserves~~market inconditions, ~~deepwater~~we ~~fields~~elected into ~~the~~stack ~~Gulf~~certain of ~~Mexico~~our OSVs and atMPSVs ~~deeper well depths~~ on ~~the~~various ~~Continental~~dates ~~Shelf~~since ~~have~~October ~~resulted in increased developmental and exploratory drilling activities in these areas~~2014. The ~~deepwater~~average ~~region~~number of ~~the~~active ~~U.S.~~OSVs ~~Gulf~~represents ~~of Mexico is an increasingly important source of oil and natural gas production with many unexplored areas of potential oil and natural gas reserves. According to~~ the ~~2002 Deepwater Report of Douglas~~weighted-~~Westwood~~average ~~Limited,~~number ~~an international energy research firm, the U.S. Gulf~~ of ~~Mexico~~vessels ~~had~~that 48were ~~deepwater~~immediately ~~projects~~available ~~developed between 1998 and 2002, and an additional 76 deepwater projects have been identified~~ for ~~development~~service ~~between~~during ~~2003~~each ~~and~~respective ~~2007.~~period, ~~With~~adjusted ~~regard~~ to ~~deep~~reflect ~~well~~date ~~drilling on the Continental Shelf, IHS Energy data indicates that the number~~ of ~~deep~~stacking ~~wells~~or ~~drilled~~recommissioning ~~as a percentage~~ of ~~the~~ ~~total number of wells drilled has increased from 12% in 1998 to 15% in 2002~~vessels.

~~Because~~(3) ~~oil~~Represents ~~and natural gas exploration, development and production costs in~~ the ~~shallow~~weighted-average ~~well~~number Continental Shelf market are generally lower than those in the deepwater or deep well environments, shallow well drilling activity on the Continental Shelf is typically more sensitive to fluctuations in commodity prices, particularly the price of natural gas. Accordingly, actual or anticipated decreases in oil and natural gas prices generally result in reduced offshore drilling activity and correspondingly lower demand for the conventional, 180' OSVs ~~serving~~owned ~~the~~during ~~shallow well Continental Shelf market. This causes a corresponding decline in OSV dayrates and utilization rates in that market. In contrast,~~ the ~~relatively~~ ~~larger~~period ~~capital~~multiplied ~~commitments,~~by longer lead times and investment horizons associated with deepwater (particularly ultra-deepwater) and deep well developments make it less likely that an operator will abandon such projects in response to a short-term decline in oil or natural gas prices. Dayrates and utilization rates for new generation OSVs that serve the ~~deepwater and deep well markets are, therefore, generally less sensitive to short~~weighted-~~term~~average ~~commodity~~capacity ~~price~~of ~~fluctuations and tend to be more stable than dayrates and utilization rates for~~ OSVs ~~serving~~during the ~~shallow~~same ~~well Continental Shelf market~~period.

~~According~~(4) toRepresents ~~our~~actual ~~analysis~~capacity of the ~~industry~~OSVs ~~and~~owned ~~data~~during ~~derived from Clarkson’s, an international marine research firm, and from~~ the ~~U.S.~~period ~~Coast~~on ~~Guard,~~a ~~the U.S.~~weighted-~~flagged~~average ~~OSV fleet currently totals approximately 350 vessels~~basis, ~~substantially~~adjusted ~~all~~to ofreflect ~~which~~date ~~are located in the Gulf~~ of ~~Mexico.~~acquisition ~~Of this total, 246,~~ or ~~70%~~disposition ~~are conventional, 180' OSVs that primarily operate on the Continental Shelf. The remaining 104 vessels are deepwater-capable and primarily operate in the deepwater Gulf~~ of ~~Mexico~~vessels. Of the conventional OSV fleet, a significant number are currently cold-stacked. Vessels that are cold-stacked have generally been removed from active service by the operator due to lack of demand. In contrast, we believe there are currently no deepwater OSVs cold-stacked.

~~The~~(5) ~~Market~~Utilization ~~for~~rates ~~New~~are ~~Generation~~weighted-average ~~OSVs~~rates based on a 365-day year. Vessels are considered utilized when they are generating revenues.

~~Complex~~(6) ~~exploration~~Active ~~and~~utilization ~~production~~rate ~~projects~~is require specialized equipment and higher volumes of supplies to meet the more difficult operating environment associated with such offshore developments. In order to better serve these projects and meet customer demands, new generation OSVs, including our entire OSV fleet, are designed with larger capacities, including greater liquid mud and dry bulk cement capacities, as well as larger areas of open deck space than conventional, 180' OSVs. These features are essential to the effective servicing of deepwater drilling projects, which are often distant from shore-based ~~support~~on ~~infrastructure, because they allow~~ a ~~vessel~~denominator tocomprised ~~make~~only ~~fewer trips to supply the liquid mud, drilling water, dry bulk cement and other needs~~ of ~~the customer. In addition, OSVs operating in deepwater environments generally require dynamic positioning, or anchorless station~~vessel-~~keeping~~days ~~capability,~~available ~~primarily~~for ~~because~~service ~~customers’~~by safety procedures preclude OSVs from tying up to deepwater installations, and to enable continued operation in adverse weather conditions. We believe that conventional, 180' OSVs, substantially all of which lack dynamic positioning capability and sufficient on-deck or below-deck cargo capacity, are not capable of operating effectively or economically in the ~~deepwater~~active ~~market. In addition~~fleet, ~~certain ports have draft or other logistical impediments,~~ which ~~limit~~excludes the ~~pool~~impact of ~~new~~inactive ~~generation~~or ~~vessels~~stacked ~~capable~~vessel ~~of servicing such ports~~days. ~~Our~~

39(7) Average OSV and MPSV dayrates represent weighted-average revenue per day, which includes charter hire, crewing services and net brokerage revenues, based on the number of days during the period that the OSVs and MPSVs, respectively, generated revenues.

(8)	Effective dayrate represents the average dayrate multiplied by the average utilization rate.

~~Index~~RISK toFACTORS ~~Financial Statements~~

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with ~~proprietary~~the ~~vessels~~other ~~were~~information ~~designed~~in this prospectus, before deciding whether to ~~work~~purchase ~~under~~our ~~these~~common ~~shallow~~stock. ~~draft~~If any of the risks described below actually occur, our business, financial condition, results of operations or prospects could be materially adversely affected. In any such case, the trading price of our common stock could decline and ~~logistically~~you ~~demanding~~could ~~conditions~~lose all or part of your investment.

AsRisks ~~a result of recent deepwater and deep well drilling activity, utilization rates for~~Relating new generation OSVs in the U.S. Gulf of Mexico have averaged approximately 97% over the last two years while the average utilization rate for the conventional OSV fleet over the same period has been approximately 75%. Moreover, during the same two-year period, average dayrates for new generation OSVs were generally more than double the average dayrates of conventional, 180' OSVs. Given the recent and expected deepwater and deep well activity, we believe that the supply of new generation OSVs, including vessels currently available and vessels being constructed under announced construction plans, is more than sufficient to ~~meet~~Our ~~the~~Business current and near term demand for such vessels. Long-term projections of deepwater and deep well activity, however, indicate a potential shortage of new generation OSVs. Furthermore, although U.S.-flagged vessels operating in overseas locations may be remobilized to the U.S. Gulf of Mexico, historically such re-mobilization has been limited.

~~Our~~We ~~OSV~~derive ~~Business~~substantial revenues from companies in the oil and natural gas exploration and production industry, which is a historically cyclical industry with levels of activity that are directly affected by the levels and volatility of oil and natural gas prices.

WeThe currently own and operate a fleet of 22 new generation OSVs, and have one additional new generation OSV under construction. We are also currently evaluating construction bids from several shipyards and assessing market demand for ~~the last four vessels of~~ our ~~current~~services ~~OSV~~from ~~newbuild~~companies ~~program. Our~~ in~~-house~~ ~~engineering~~various ~~team, using our proprietary designs, built 16 of our OSVs expressly to meet the demands of deepwater regions and other complex drilling projects. Our in~~energy-~~house~~related ~~engineering~~industries ~~team~~is ~~possesses significant vessel operating experience. Drawing from this experience~~cyclical, we work closely with potential charterers to design vessels specifically to meet their anticipated needs. This is particularly the case when the charterer will operate a project that could have a duration of more than 20 years and ~~require~~ ~~expenditures exceeding $1 billion. All of our vessels have up~~ to ~~three~~some ~~times the dry bulk capacity and deck space~~extent, ~~two to 10 times the liquid mud capacity and two to four times the deck tonnage compared to conventional~~seasonal, ~~180'~~depending ~~OSVs. The~~primarily ~~advanced~~on ~~cargo handling systems of our 16 proprietary OSVs allow for dry bulk and liquid cargoes to be loaded and unloaded three times faster, while~~ the ~~solid~~capital ~~state~~expenditures ~~controls~~ of ~~their~~offshore ~~engines~~energy ~~typically result in a 20% greater fuel efficiency than vessels powered by conventional engines~~companies. InThese ~~addition,~~capital ~~our~~expenditures ~~larger~~are ~~classes~~influenced of proprietary OSVs, the 240 ED and the 265, were designed, in part, to supply the substantially greater liquid mud volume and other cargo capacity required for ultra-deepwater drilling. We believe that the superior capabilities of our proprietary OSVs have contributed to our ability to achieve higher dayrates and utilization rates than those generated by ~~our~~such ~~peers.~~factors as:

~~All~~• ofprevailing ~~our~~oil ~~OSVs~~and ~~are~~natural ~~equipped~~gas ~~with dynamic positioning systems~~prices, ~~which~~particularly ~~allow~~with ~~our~~respect ~~vessels~~ to ~~maintain~~prevailing ~~position~~prices within minimal variance, and state-of-the-art lifesaving monitoring, emergency power, fire alarm and fire suppression systems and systems monitoring equipment. The unique hull design and integrated rudder and thruster system of our 16 proprietary OSVs provide for a more manageable vessel. These proprietary vessels also have double-bottomed and double-sided hulls that minimize the environmental impact of hull penetrations, solid state control that minimizes visible soot and polluting gases and zero discharge sewage and waste systems that minimize the impact on ~~marine~~local ~~environments.~~price Inindexes ~~addition,~~in ~~these 16 vessels are either fully SOLAS (Safety of Life at Sea) certified or SOLAS ready. SOLAS is~~ the ~~international~~areas ~~convention that regulates the technical characteristics of vessels for purposes of ensuring international standards of safety for vessels engaged~~ in ~~commerce~~which ~~between~~we ~~international~~operate ~~ports.~~and ~~These~~expectations ~~features~~about ~~allow~~future uscommodity ~~to market our proprietary OSVs for service in international waters.~~ prices;

~~Our~~• ~~technologically~~the ~~advanced,~~action ~~new~~of ~~generation~~the ~~OSVs are~~Organization ~~also capable~~ of ~~supporting~~the ~~certain~~Petroleum ~~specialty~~Exporting ~~services,~~Countries ~~including well stimulation~~(“OPEC”), ~~remotely~~its ~~operated~~members ~~vehicles, or ROVs, used in oilfield subsea construction~~ and ~~maintenance,~~other ~~underwater inspections, marine seismic operations, and certain non~~state-~~energy~~controlled ~~applications~~oil ~~such~~companies asrelating ~~fiber~~to ~~optics~~oil ~~cable~~price ~~installation, military work~~ and ~~containerized~~production ~~cargo~~ controls;

40• worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas;

•

domestic and international political, military, regulatory and economic conditions, including global inflationary pressures, Russia’s ongoing invasion of Ukraine and sanctions related thereto, as well as the ongoing conflict in Israel and the surrounding region;

•

delay and regulatory uncertainty stemming from local or environmental opposition to offshore energy development projects;

•

the cost of exploring for, producing and delivering hydrocarbons;

•

the sale and expiration dates of available offshore leases;

•

the discovery rate, size and location of new hydrocarbon reserves, including in offshore areas;

•

the rate of decline of existing hydrocarbon reserves due to production;

•

laws and regulations related to environmental matters, including those addressing alternative energy sources and the risks of global climate change;

•

the development and exploitation of alternative fuels or energy sources and end-user conservation trends;

•

domestic, local and foreign governmental regulation and taxes;

•

technological advances, including technology related to the exploitation of shale oil, which can result in over-supply of hydrocarbons or a change in demand for hydrocarbons; and

•

the ability of offshore energy producers to generate funds for their capital-intensive businesses.

Prices for oil and natural gas have historically been, and we anticipate they will continue to be, extremely volatile and reactive to changes in the supply of and demand for oil and natural gas (including changes resulting from the ability of OPEC to establish and maintain production quotas), domestic and worldwide economic conditions and political instability in oil producing countries. In the past, low oil prices have adversely affected demand for our services and any decreases, over a sustained period of time, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

~~Index~~Our results of operations and operating cash flows depend on our obtaining significant contracts, primarily from companies in the oil and gas exploration and production industry. The timing of or failure to ~~Financial~~obtain ~~Statements~~contracts, delays in awards of contracts, cancellations of contracts, delays in completion of contracts, or failure to obtain timely payments from our customers, could result in significant periodic fluctuations in our results of operations and operating cash flows. If customers do not proceed with the completion of significant projects or if significant defaults on customer payment obligations to us arise, or if we encounter disputes with customers involving such payment obligations, we may face difficulties in collecting payment of amounts due to us, including for costs we previously incurred.

~~transportation.~~Certain ~~Compared~~developments toin ~~conventional,~~the ~~180'~~global ~~OSVs,~~oil ~~our~~and ~~OSVs~~gas ~~have~~markets, ~~more~~such ~~dead~~as ~~weight~~the ~~capacity,~~impacts ~~deck~~we ~~space,~~experienced ~~and~~from ~~berthing accommodations~~COVID-19, ~~improved maneuverability~~the ~~and~~Russian ~~greater~~invasion ~~fuel~~of ~~efficiency.~~Ukraine Weand ~~believe~~related ~~these~~sanctions, ~~characteristics~~and ~~strengthen~~the ~~demand~~ongoing ~~for~~conflict ~~our OSVs~~ in ~~specialty~~Israel ~~situations.~~and ~~Two of our vessels,~~ the ~~HOS~~surrounding ~~Innovator~~region ~~and~~have ~~the HOS Dominator~~had, ~~currently provide ROV subsea construction~~ and ~~maintenance~~ ~~support~~may ~~for~~continue ato ~~large oilfield service company under contracts that each~~ have, anmaterial ~~initial~~adverse ~~term~~consequences ~~of three years. The BJ Blue Ray provides deepwater well stimulation support services~~ for ~~another~~general ~~large~~economic, ~~oilfield~~financial ~~service~~and ~~company~~business ~~under~~conditions, aand could ~~contract~~materially ~~with~~and aadversely ~~five-year~~affect ~~initial~~our ~~term.~~business, ~~This~~financial ~~vessel~~condition, ~~was~~results ~~the first U.S.-flagged well stimulation vessel to receive the American Bureau~~ of ~~Shipping~~operations WS and ~~DPS2~~liquidity ~~class~~and ~~notations.~~those ~~We believe the BJ Blue Ray is one~~ of ~~the~~our ~~most~~customers, ~~technologically sophisticated~~suppliers ~~well~~and ~~stimulation~~other ~~vessels in the world~~counterparties.

OnChanges ~~June~~in ~~26, 2003, we completed~~ the ~~acquisition~~supply of ~~five~~and ~~220'~~demand ~~new~~for ~~generation~~oil ~~OSVs~~and ~~from~~gas ~~Candy~~impacts ~~Marine Investment Corporation. Following~~ the ~~completion~~level ~~in July~~ of aservices ~~private~~that ~~placement~~we ofprovide ~~our~~to ~~common stock and satisfaction of certain other conditions~~customers, onwhich ~~August~~in 6,turn ~~2003 we~~impacts ~~acquired an additional 220' new generation OSV from Candy. These six vessels complement~~ our financial ~~existing OSV fleet and allow us to expand our service offerings to clients~~position, ~~particularly~~results ~~those~~of ~~drilling~~operations ~~deep~~and ~~wells~~cash ~~on the Continental Shelf~~flows.

The outbreak of the COVID-19 pandemic in 2020, combined with temporary but significant increases in oil and gas production by Saudi Arabia and Russia immediately following ~~table~~the ~~provides~~outbreak, ~~information~~had significant global effects on demand for oil and gas and resulted in substantial reductions in our dayrates and utilizations. While oil and gas prices and, therefore, demand for our services have largely recovered as the impacts of ~~September~~COVID-19 17pandemic have been alleviated, ~~2003~~concerns over the prolonged negative effects of the COVID-19 outbreak on economic and business prospects across the world, including as a result of potential new variants of the virus or another global pandemic, have contributed to oil price volatility and uncertainty regarding the outlook for the global economy. Such conditions have resulted in, and could again result in, reductions to our ~~existing~~customers’ ~~fleet~~drilling and production expenditures and delays or cancellations of ~~OSVs~~projects, asthus ~~well~~decreasing demand asfor ~~the~~our ~~vessel~~services, weand ~~currently~~an ~~have~~increased ~~under~~risk ~~construction~~that our customers may seek price reductions or more favorable economic terms for our services or terminate our contracts.

~~Offshore~~Additionally, ~~Supply~~although ~~Vessels(1)~~as of the date of this prospectus we have not been materially impacted by the resulting supply chain disruptions, the Russian invasion of Ukraine and related sanctions have significantly disrupted supply chains for crude oil and natural gas. While initial impacts of the war in 2022 resulted in increased European demand for U.S. natural gas products, we cannot predict the level of future demand, effects on domestic pricing, and impacts on U.S. oil and gas production. Further, the Russia Ukraine conflict and other geopolitical tensions, as well as the related international response, have exacerbated inflationary pressures, causing increases in the prices for goods and services and exacerbating global supply chain disruptions, which have resulted in, and may continue to result in, shortages in materials and services and related uncertainties. Such shortages have resulted in, and may continue to result in, cost increases for labor, fuel, materials and services, and could continue to cause costs to increase, and also result in the scarcity of certain materials. Any economic slowdown or recession in Europe or globally, including as a result of such supply chain disruptions or sanctions, may also impact demand and depress the price for crude oil, natural gas or other products that we handle, which could have significant adverse consequences on our financial condition and the financial condition of our customers, suppliers and other counterparties, and could diminish our liquidity. The U.S. government has also implemented geographic restrictions for certain offshore oil and gas operators and projects, which may reduce the number of projects our vessels may support. While the geographic areas in which we operate are largely unaffected by these sanctions, they could negatively impact our business and financial condition. Further, the ongoing conflict in Israel and the surrounding region could escalate into a broader conflict that could disrupt energy operations and supply chains globally.

Name	Class	Current ServiceFunction(2)	Built (Acquired)	BrakeHorsepower
BJ Blue Ray	265	Well Stimulation	November 2001	6,700
HOS Brimstone	265	Supply	June 2002	6,700
HOS Stormridge	265	Supply	August 2002	6,700
HOS Sandstorm	265	Supply	October 2002	6,700
HOS Bluewater	240 ED	Supply	March 2003	4,000
HOS Gemstone	240 ED	Supply	June 2003	4,000
HOS Greystone	240 ED	Supply	September 2003	4,000
HOS Silverstar	240 ED	TBD	December 2003(3)	4,000
HOS Innovator	240 E	ROV Support	April 2001	4,500
HOS Dominator	240 E	ROV Support	February 2002	4,500
HOS Deepwater	240	Supply	November 1999	4,500
HOS Cornerstone	240	Supply	March 2000	4,500
HOS Explorer	220	Supply	February 1999 (June 2003)	3,900
HOS Express	220	Supply	September 1998 (June 2003)	3,900
HOS Pioneer	220	Supply	June 2000 (June 2003)	4,200
HOS Trader	220	Supply	November 1997 (June 2003)	3,900
HOS Voyager	220	Supply	May 1998 (June 2003)	3,900
HOS Mariner	220	Supply	September 1999 (August 2003)	3,900
HOS Crossfire	200	Supply	November 1998	4,000
HOS Super H	200	Supply	January 1999	4,000
HOS Brigadoon	200	Supply	March 1999	4,000
HOS Thunderfoot	200	Supply	May 1999	4,000
HOS Dakota	200	Supply	June 1999	4,000

Our results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the U.S. and elsewhere around the world. Weak economic conditions sustained uncertainty about global economic conditions, concerns about future U.S. budgetary cuts, or a prolonged or further tightening

~~(1)~~31 ~~We have also bareboat chartered a newly constructed 165' crewboat, which we named the HOS Hotshot. We have an option to purchase this vessel during the term of the charter.~~

(2) ROV: remotely operated vehicle.

(3) Expected month of delivery.

The table above does not contain any information with respect to the four additional OSVs for which we are presently evaluating construction bids from shipyards in connection with our current OSV newbuild program. Demand for new generation OSVs in the Gulf of Mexico and international markets will be a key determinant of when the four additional OSVs will be constructed.

~~Index~~ of credit markets could cause our customers and potential customers to ~~Financial~~postpone ~~Statements~~or reduce spending on products or services or put downward pressure on prices, which could have an adverse effect on our business, results of operations or cash flows. In the event of extreme prolonged adverse market events, such as a global credit crisis, we could incur significant losses. The future impact of these current events on our financial condition, results of operations and cash flows depends largely on developments outside our control which cannot be predicted with certainty.

WeImpairment ~~have designed five distinct classes~~ of ~~proprietary OSVs and acquired six new generation OSVs to meet the diverse~~ ~~needs~~our oflong-term ~~the~~assets ~~offshore~~may ~~oil~~adversely ~~and~~impact ~~gas~~our ~~industry.~~financial ~~The~~position ~~following table provides a comparison of certain specifications~~ and ~~capabilities~~results of ~~our new generation OSVs to conventional, 180' OSVs~~operations.

		Our Proprietary Design OSV Classes					Acquired OSVs
	Conventional180' OSV(1)	200	240	240 E	240 ED	265	220
Size
Class length overall (ft.)	180	200	240	240	240	265	220
Breadth (ft.)	40	54	54	54	54	60	46
Depth (ft.)	14	18	18	18	20	22	17
Maximum draft (ft.)	12	13	13	13	14.5	16	13.7
Deadweight (long tons)	950	1,750	2,250	2,380	2,850	3,756	1,607
Clear deck area (sq. ft.)	3,450	6,580	8,836	8,100	8,100	9,212	5,472
Capacity
Fuel capacity (gallons)	79,400	90,000	151,800	135,100	104,210	151,800	114,490
Fuel pumping rate (gallons per minute)	275	550	550	550	550	500	380
Drill water capacity (gallons)	120,000	240,000	240,000	240,000	311,000	413,000	99,000
Dry bulk capacity (cu. ft.)	4,000	7,000	8,400	8,400	6,000	10,800	8,040
Liquid mud capacity (barrels)	1,200	3,640	6,475	6,475	8,300	10,500	2,955
Liquid mud pumping rate (gallons per minute)	250	500	1,000	1,000	1,000	1,000	1,200
Potable water capacity (gallons)	11,500	52,200	52,200	52,200	30,400	20,430	26,800
Machinery
Main engines (horsepower)	2,250	4,000	4,000	4,000	4,000	6,700	3,900
Auxiliaries (number)	2	3	3	3	3	3	2
Total rating (kw)	200	750	750	750	750	860	250
Bow thruster (horsepower)	325	800	1,600	1,600	1,600	2,400	530
Type of Pitch	Fixed	Controllable	Controllable	Controllable	Controllable	Controllable	Fixed
Stern thruster (horsepower)	None	300	300	800	800	1,600	300
Type of Pitch	—	Controllable	Controllable	Controllable	Controllable	Controllable	Fixed
Fire fighting (gallons per minute)	None	1,250	2,700	2,700	2,700	2,700	2,600
Dynamic positioning(2)	None	DP0,1	DP1	DP2	DP2	DP2,3	DP0,1
Crew Requirements
Number of personnel(3)	5	6	6	7	7	8	6

We periodically evaluate our long-lived assets, including our property and equipment, and intangible assets. In performing these assessments, we project future cash flows on an undiscounted basis for long-lived assets and compare these cash flows to the carrying amount of the related assets. These cash flow projections are based on our current operating plans, estimates and judgmental assumptions. We perform the assessment of potential impairment for our property and equipment and intangibles whenever facts and circumstances indicate that the carrying value of those assets may not be recoverable due to various external or internal factors. In such event, if we determine that our estimates of future cash flows were inaccurate or our actual results are materially different from what we have predicted, we could record additional impairment charges in future periods, which could have a material adverse effect on our financial position and results of operations.

~~(1)~~The ~~Statistics~~waiver, ~~are~~repeal ~~for~~or aadministrative ~~typical~~weakening ~~180'~~of ~~class~~the ~~vessel.~~Jones ~~Actual~~Act ~~specifications~~could ~~and~~adversely ~~capabilities~~impact ~~may~~our ~~vary from vessel to vessel~~business.

Substantial portions of our operations are conducted in the U.S. coastwise trade, and thus, are subject to the provisions of the Jones Act which, subject to limited exceptions, restricts maritime transportation of merchandise between points in the United States (2known as cabotage or coastwise trade) ~~Dynamic~~to ~~positioning~~vessels ~~permits~~that are: (a) built ~~vessel~~in the United States; (b) registered under the U.S. flag; (c) crewed by U.S. citizens or lawful permanent residents; and (d) owned and operated by U.S. citizens within the meaning of the Jones Act. For years, there have been attempts to ~~maintain~~repeal ~~position~~or ~~without~~amend such provisions, and such attempts are expected to continue in the ~~use~~future. In addition, the President of ~~anchors~~the United States may waive the requirement for using U.S.-flag ~~The~~vessels ~~numbers~~with “0coastwise endorsements in the U.S. coastwise trade in the interest of national defense. Furthermore,” “1the Jones Act restrictions on the coastwise trade are subject to certain exceptions under certain international trade agreements,” ~~“2”~~including ~~and~~the ~~“3”~~General ~~refer~~Agreement on Trade in Services. If maritime cabotage services were included in the General Agreement on Trade in Services or other international trade agreements, the shipping of maritime cargo between covered U.S. ports could be opened to ~~increasing~~foreign-flag ~~levels~~vessels, foreign-built vessels or foreign-owned vessels. Repeal, substantial amendment, waiver of ~~technical~~provisions, ~~sophistication~~or other administrative weakening of the Jones Act could significantly adversely affect us by, among other things, resulting in additional competition from competitors with lower operating costs, because of their ability to use vessels built in lower-cost foreign shipyards, owned and ~~system~~manned ~~redundancy~~by ~~features~~foreign nationals with promotional foreign tax incentives and with lower wages and benefits than U.S. citizens. Because foreign vessels may have lower construction costs and operate at significantly lower costs than companies operating in the U.S. coastwise trade, such a change could significantly increase competition in the U.S. coastwise trade, which could have a material adverse effect on our business, financial position, results of operations, cash flows and growth prospects.

~~(3)~~We ~~Regulatory~~must ~~manning~~continue ~~requirements;~~to ~~depending~~comply onwith the ~~services~~Jones ~~provided,~~Act’s ~~operators may man vessels with more crew than required by regulations~~citizenship requirements.

~~Tugs~~Because we own and ~~Tank~~operate ~~Barges~~U.S.-flagged vessels in the U.S. coastwise trade, the Jones Act requires that at least 75% of the outstanding shares of each class or series of the capital stock of the Company must be owned and controlled by U.S. citizens. We are responsible for monitoring the ownership of our equity securities and subsidiaries to ensure compliance with the citizenship requirements of the Jones Act. If we do not continue to comply with such requirements, we would be prohibited from operating our U.S.-flagged vessels in the U.S. coastwise trade and may incur severe penalties, such as fines and/or forfeiture of such vessels and/or permanent loss of U.S. coastwise trading privileges for such vessels.

~~The~~32 ~~Tug and Tank Barge Industry~~

Introduction. The domestic tank barge industry provides marine transportation of crude oil, petroleum products and petrochemicals by tug and tank barge, and is a critical link in the U.S. petroleum distribution chain. Petroleum products are transported in the northeastern United States through a vast network of terminals, tankers and pipelines. We believe, based upon our analysis of the industry, that in the northeastern United States approximately 430 million barrels of petroleum products are transported annually by tank barges. Additionally, the EIA estimates that in Puerto Rico, our other core area of operation, approximately 70 million barrels of petroleum products are transported annually.

~~Index~~Our tooperations ~~Financial~~may ~~Statements~~be impacted by changing macroeconomic conditions, including inflation.

~~Demand~~Inflation ~~for~~has ~~tug~~been ~~and~~an ~~tank~~ongoing ~~barge~~concern ~~services~~ in the ~~northeastern~~U.S. ~~United~~since ~~States~~2021. isOngoing ~~primarily~~inflationary ~~driven~~pressures byhave ~~population~~resulted ~~growth,~~in and may result in additional increases to the ~~strength~~costs of goods, services and personnel, which in turn could cause our capital expenditures and operating costs to rise. Sustained levels of high inflation caused the U.S. ~~economy,~~Federal ~~seasonal~~Reserve ~~weather~~and ~~patterns,~~other ~~oil~~central ~~prices~~banks ~~and~~to ~~competition~~increase ~~from~~interest rates ~~alternate~~multiple ~~energy~~times ~~sources.~~in ~~According~~2022 and 2023 in an effort to curb inflationary pressure on the ~~EIA,~~costs ~~demand~~of ~~for~~goods ~~petroleum~~and ~~products~~services, inwhich could have the ~~northeastern~~effects ~~United~~of ~~States~~raising ~~will~~the ~~increase~~cost ~~approximately~~of ~~1.7%~~capital ~~annually through~~and ~~2010~~depressing economic growth, either of which we(or ~~believe~~the ~~will~~combination thereof) ~~generate~~could ~~steadily~~hurt ~~increasing~~the ~~demand~~financial ~~for~~and operating results of our business. To the ~~tank~~extent ~~barge~~elevated ~~industry~~inflation remains, we may experience further cost increases for our operations.

~~The~~High ~~largest~~oil ~~single~~prices ~~tank barge market in the northeastern United States is New York Harbor. Imported petroleum products~~ are ~~primarily~~also ~~delivered~~inflationary toand ~~New~~governmental ~~York~~or ~~Harbor~~economic ~~as it~~responses ~~has the capacity~~ to ~~receive~~high ~~products~~oil inprices ~~cargo~~could ~~lots~~impact ~~of 50,000 tons or more per tanker. By contrast, draft limitations in most New England ports and drawbridge limitations in Boston and Portland, Maine limit~~ the ~~average~~operations ~~cargo carrying capacity~~ of ~~direct~~ ~~imports~~our ~~into many of the largest New England ports to about 30,000 tons per tanker~~customers. ~~As a result, ships importing directly into New England must frequently discharge in multiple ports or terminals or transfer cargoes to tank barges. As~~ ~~existing~~Sustained ~~single-hulled~~high ~~tankers~~oil ~~are~~prices ~~retired~~could ~~due~~also todrive ~~age or as mandated under OPA 90, they are typically replaced by larger tankers. These larger~~over-~~sized~~investment ~~tankers are being built to facilitate the importation of crude oil~~ and ~~petroleum~~create ~~products into~~ the ~~United~~ ~~States.~~potential ~~The~~for ~~volume~~global ~~of imported crude oil and petroleum products is expected to grow at a compound annual rate of 2.4% through 2025~~over-supply, ~~according~~which tocould ~~the~~cause ~~EIA.~~prices ~~As larger petroleum tankers are being built, we believe that direct delivery into New York Harbor will generate increased tank barge demand for lightering services and further shipment~~ to ~~New England~~fall, ~~the~~also ~~Hudson~~impacting ~~River~~investment ~~and~~by ~~Long~~our ~~Island~~customers.

~~Oil~~Any ~~Pollution~~future ~~Act~~reduction ofin ~~1990. OPA~~worldwide 90economic ~~mandates~~growth ~~that~~and ~~all~~economic ~~single-hulled~~activity ~~tank~~could, ~~vessels~~if ~~operating~~sustained, inultimately ~~U.S.~~lead ~~waters be removed from service according~~ to a ~~schedule~~global recession. ~~Data~~In ~~provided by~~ a global ~~U.S.~~recession, ~~Coast~~it ~~Guard~~is ~~report~~likely ~~dated September 2001 indicates~~ that ~~38% of~~ the ~~then~~demand ~~remaining~~for ~~single-hulled~~oil ~~tank~~and ~~barge~~natural ~~fleet~~gas ~~capacity~~ would ~~need~~decline toand ~~be retired by 2005, as mandated by OPA 90. According to~~ the ~~report,~~ ~~the~~number ~~5.5 million barrels~~ of ~~single-hulled~~planned ~~tank~~offshore ~~barge~~energy ~~capacity~~projects ~~required~~would todecrease. beSuch ~~phased~~a ~~out~~scenario bywould ~~2005~~negatively ~~represented~~impact ~~22% of~~ the ~~total~~demand ~~24.9~~for ~~million~~offshore ~~barrel~~support ~~single-~~services, and ~~double-hulled tank barge capacity that existed~~ in ~~2001. The following chart~~turn, ~~illustrates~~our ~~the~~financial ~~capacity of tank vessels that must be removed from service from 2000 through 2014~~performance.

~~Based~~Adverse ondevelopments ~~data~~affecting ~~contained~~the infinancial ~~the~~services ~~United~~industry, ~~States~~such ~~Coast~~as ~~Guard~~actual ~~Report~~events toor ~~Congress~~concerns involving liquidity, ondefaults, ~~the~~or ~~Progress~~non-performance toby ~~Replace~~financial ~~Single~~institutions ~~Hull~~or ~~Tank~~transactional ~~Vessels~~counterparties, ~~with~~could ~~Double~~adversely ~~Hull~~affect ~~Tank~~our ~~Vessels,~~current ~~dated~~and ~~September~~projected ~~2001~~business operations and our financial condition and results of operations.

43Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”), was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”), as receiver. Similarly, on March 12, 2023, Signature Bank Corp. (“Signature”), and Silvergate Capital Corp. were each swept into receivership. Although a statement by the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC indicated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit and certain other financial instruments with SVB, Signature or any other financial institution that is placed into receivership by the FDIC may be unable to access undrawn amounts thereunder. Although we are not a borrower under or party to any material letter of credit or any other such instruments with SVB, Signature or any other financial institution currently in receivership, and we are not a borrower under or party to any credit agreement with such institutions, if we enter into any such instruments and any of our lenders or counterparties to such instruments were to be placed into receivership, we may be unable to access such funds. In addition, if any of our partners, suppliers or other parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected. In this regard, counterparties to SVB credit agreements and arrangements, and third parties such as beneficiaries of letters of credit (among others), may experience direct impacts from the closure of SVB and uncertainty remains over liquidity concerns in the broader financial services industry. Similar impacts have occurred in the past, such as during the 2008-2010 financial crisis.

Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. Although the U.S. Department of the Treasury, the FDIC and the Federal Reserve Board have announced a program to provide up to $25 billion of

~~Index~~ loans to ~~Financial~~financial ~~Statements~~institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other liquidity needs of financial institutions for immediate liquidity may exceed the capacity of such program. Additionally, we regularly maintain cash balances at third-party financial institutions in excess of the FDIC standard insurance limit, and there is no guarantee that the U.S. Department of the Treasury, the FDIC and the Federal Reserve Board will provide access to uninsured funds in the future in the event of the closure of such banks or financial institutions, or that they would do so in a timely fashion.

~~Additionally,~~Our ~~OPA~~access 90to ~~requires~~funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that ~~owners~~affect us, any financial institutions with which we enter into credit agreements or ~~operators~~arrangements ofdirectly, or ~~tankers~~the ~~operating~~financial services industry or economy in Ugeneral.S. ~~waters~~These ~~submit~~factors ~~vessel~~could ~~spill response~~include, ~~plans~~among toothers, ~~the~~events ~~U.S.~~such ~~Coast~~as ~~Guard~~liquidity ~~for~~constraints ~~approval~~or ~~and~~failures, ~~operate~~the ~~according~~ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the ~~plans~~financial ~~upon~~services ~~approval.~~industry ~~Our~~or ~~vessel~~financial ~~response~~markets, ~~plans~~or ~~have~~concerns ~~been~~or ~~approved~~negative byexpectations about the Uprospects for companies in the financial services industry.S. ~~Coast~~These ~~Guard,~~factors ~~and~~could ~~all~~involve financial ofinstitutions ~~our~~or ~~crew~~financial ~~members~~services industry companies with which we have ~~been~~financial ~~trained~~or tobusiness ~~comply~~relationships, ~~with~~but ~~these guidelines.~~could ~~For~~also ~~discussion~~include offactors ~~OPA~~involving 90financial ~~see~~markets ~~“—Environmental~~or ~~and~~the ~~Other~~financial ~~Governmental~~services ~~Regulation”~~industry ~~below~~generally.

~~Our~~The ~~Tug~~results of events or concerns that involve one or more of these factors could include a variety of material adverse effects on our current and ~~Tank~~projected ~~Barge~~business ~~Business~~operations and our financial condition and results of operations. These risks include, but may not be limited to, the following:

We• ~~provide~~delayed ~~marine~~access ~~transportation, distribution and logistics services in the northeastern United States and Puerto Rico with our fleet of 12 ocean-going tugs and 16 ocean-going tank barges. We provide our services~~ to ~~major~~deposits ~~oil~~or ~~companies,~~other ~~refineries~~financial ~~and~~assets ~~oil traders. Generally, a tug and tank barge work together as a “tow” to transport refined~~ or ~~bunker~~the ~~grade~~uninsured ~~petroleum~~loss ~~products.~~of ~~Our tank~~deposits ~~barges carry petroleum products that are typically characterized as either “clean”~~ or ~~“dirty.”~~other ~~Clean~~financial ~~products are primarily gasoline, home heating oil, diesel fuel and jet fuel. Dirty products are mainly crude oils, residual crudes and feedstocks, heavy fuel oils and asphalts.~~ assets;

~~Our~~• ~~tugs~~inability ~~and tank barges serve the northeastern U.S. coast, primarily New York Harbor, by transporting both clean and dirty petroleum products~~ to ~~and~~enter ~~from~~into ~~refineries~~credit ~~and~~facilities ~~distribution~~or terminals. Our tugs and tank barges also transport both clean and dirty petroleum products from refineries and distribution terminals to the Puerto Rico Electric Power Authority and to utilities located on other ~~Caribbean~~working ~~islands.~~capital In addition, we provide ship lightering, bunkering and docking services in these markets and are well positioned to provide such services to the increasing number of new tankers that are too large to make direct deliveries to distribution terminals and refineries. resources;

On• ~~May~~potential ~~31,~~or ~~2001,~~actual webreach ~~acquired nine ocean-going tugs and nine ocean-going tank barges from the Spentonbush/Red Star Group, composed~~ of ~~certain~~contractual ~~affiliates~~obligations ofthat ~~Amerada~~require Hess, as well as the business related to these tugs and tank barges, greatly expanding our capacity in the northeastern United States and increasing our market share of the coastwise trade on the U.S. upper east coast. As part of the acquisition, Amerada Hess entered into a long-term contract of affreightment with us ~~pursuant~~ to ~~which~~maintain ~~Amerada~~letters ~~Hess has committed to use us as its exclusive marine logistics provider and transporter~~ of ~~liquid~~credit ~~petroleum~~or ~~products~~other bycredit ~~tank~~support ~~barge~~arrangements; in the northeastern United States. Under this contract, Amerada Hess has committed to ship a minimum of 45 million barrels annually for an initial period from June 1, 2001 through March 31, 2006 with options to renew for subsequent periods. Also under the contract, we have the opportunity, on a reasonable commercial efforts basis, to coordinate the marine logistics for Amerada Hess in the southeastern United States, subject to Amerada Hess’s right to cancel within 30 days after December 31 of each year of the contract. The contract of affreightment will provide us with a significant source of revenues over the life of the contract. Our contract of affreightment allows Amerada Hess to reduce its minimum annual cargo volume commitment subject to a significant adjustment penalty. If Amerada Hess does not transport volumes as contemplated under the contract, we believe that we would be able to replace such volumes through other customers. or

~~One~~• oftermination ~~our tank barges is double-hulled and is not subject to OPA 90 retirement dates. Ten~~ of ~~our~~cash 15management ~~single-hulled~~arrangements ~~tank barges are not required under OPA 90 to be retired~~ and/or ~~double-hulled~~delays ~~until~~in ~~2015.~~accessing ~~Of our remaining five single-hulled tank barges, three are required to be retired~~ or ~~modified~~actual ~~before~~loss ~~2005~~of ~~and~~funds ~~two in 2009. Our coastwise tanker is not~~ subject to ~~OPA~~cash 90management ~~retirement dates~~arrangements. Based on the remaining lives of the majority of our tank barge fleet under OPA 90, we believe we are well positioned to obtain additional customers in the northeastern United States, as a large portion of currently available capacity in that market is required to be removed from service or be substantially reconstructed by 2005.

44In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses or other obligations, financial or otherwise, result in breaches of our financial and/or contractual obligations or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors, could have material adverse effects on our liquidity and our current and/or projected business operations and financial condition and results of operations.

In addition, any further deterioration in the macroeconomic economy or financial services industry could lead to losses or defaults by our partners, vendors or suppliers, which in turn could have a material adverse effect on our current and/or projected business operations and results of operations and financial condition. For example, a partner may fail to make payments when due, default under their agreements with us, become insolvent or declare bankruptcy, or a supplier may determine that it will no longer deal with us as a customer. In addition, a vendor or supplier could be adversely affected by any of the liquidity or other risks that are described above as factors that could result in material adverse effects on us, including but not limited to delayed access or loss of access to uninsured deposits or loss of the ability to draw on existing credit facilities involving a troubled or failed financial institution. The bankruptcy or insolvency of any partner, vendor or supplier, or the failure of any partner to make payments when due, or any breach or default by a partner, vendor or supplier or the loss of

~~Index~~ any significant supplier relationships, could cause us to ~~Financial~~suffer ~~Statements~~material losses and may have material adverse effects on our business.

~~The~~Our ~~following~~business ~~tables~~and ~~provide~~our ~~information,~~customers’ asbusinesses ofare ~~September~~subject ~~17,~~to ~~2003,~~complex ~~regarding~~laws ~~the~~and ~~tugs,~~regulations ~~tank~~that ~~barges~~can ~~and~~adversely affect the ~~coastwise~~ ~~tanker~~cost, wemanner, ~~own~~or feasibility of doing business.

~~Ocean-Going~~Our ~~Tugs~~operations are subject to extensive federal, state and local laws and regulations, including complex environmental laws and occupational health and safety laws. We may be required to make large expenditures to comply with such regulations. Failure to comply with these laws and regulations or accidental spills or releases of oil and/or hazardous substances may result in the suspension or termination of operations or permits and other authorizations, and subject us to administrative, civil, and criminal penalties. In the event of environmental violations or accidental spills or releases, we may be charged with the costs of investigation, remediation or other corrective actions and citizen groups may file claims for nuisance, provision of alternative water supplies, property damage or bodily injury. Laws and regulations protecting the environment have become more stringent in recent years, and may, in some circumstances, result in liability for environmental damage regardless of negligence or fault through a strict, joint and several liability scheme, even if our operations were lawful at the time or in accordance with industry standards. In addition, pollution and similar environmental risks generally are not fully insurable. These liabilities and costs could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Name	GrossTonnage	Length(feet)	YearBuilt	BrakeHorsepower
Ponce Service	190	107	1970	3,900
Caribe Service	194	111	1970	3,900
Atlantic Service	198	105	1978	3,900
Brooklyn Service	198	105	1975	3,900
Gulf Service	198	126	1979	3,900
Tradewind Service	183	105	1975	3,200
Yabucoa Service	183	105	1975	3,000
Spartan Service	126	102	1978	3,000
Sea Service	173	109	1975	2,820
North Service	187	100	1978	2,200
Bay Ridge Service	194	100	1981	2,000
Stapleton Service	146	78	1966	1,530
Ocean-Going Tank Barges and Coastwise Tanker
Name	BarrelCapacity	Length(feet)	YearBuilt	OPA 90Date(1)
Ocean-Going Tank Barges:
Energy 11101	111,844	420	1979	2009
Energy 11102	111,844	420	1979	2009
Energy 9801	97,432	390	1967	2005
Energy 9501	94,442	346	1972	2005
Energy 8701	86,454	360	1976	2005
Energy 8001(2)	81,364	350	1996	N/A
Energy 7002	72,693	351	1971	2015
Energy 7001	72,016	300	1977	2015
Energy 6505	65,710	328	1978	2015
Energy 6504	66,333	305	1958	2015
Energy 6503	65,145	327	1988	2015
Energy 6502	64,317	300	1980	2015
Energy 6501	63,875	300	1974	2015
Energy 5501	57,848	341	1969	2015
Energy 2201	22,556	242	1973	2015
Energy 2202	22,457	242	1974	2015
Coastwise Tanker:
Energy Service 9001(3)	—	402	1992	N/A

Additionally, changes in environmental laws or regulations, including laws relating to the emission of carbon dioxide and other GHGs or other climate change concerns, could require us to devote capital or other resources to comply with these laws and regulations. These changes could also subject us to additional costs and restrictions, including increased fuel costs. Such changes in laws or regulations could increase costs of compliance and doing business for our customers and thereby decrease the demand for our services. Because our business depends on the level of activity in the offshore oil and gas industry, existing or future laws and regulations related to GHGs and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws and regulations reduce the worldwide demand for oil and gas or limit drilling opportunities for our customers.

~~N/A:~~Additionally, ~~OPA~~we operate 90our ~~limitations~~vessels ~~are~~in ~~not~~a ~~applicable~~number of international markets and are subject to ~~this~~various international treaties and the local laws and regulations in jurisdictions where our vessels operate and/or are registered. These conventions, laws and regulations govern matters of environmental protection, GHG emissions, worker health and safety, vessel and port security, and the manning, construction, ownership and operation of vessels, including cabotage requirements similar to the Jones Act. Changes in such international treaties and such local laws and regulations can be unpredictable and may adversely affect our ability to carry out operations overseas.

~~(1)~~The ByInflation ~~January~~Reduction 1Act of ~~the~~2022 ~~year~~could ~~indicated~~accelerate ~~(except for~~ the ~~Energy~~transition ~~11101 for which the date is June 1), according~~ to ~~OPA 90, the vessel must be refurbished as~~ a ~~double~~low ~~hull~~carbon oreconomy beand ~~retired~~impose ~~from~~increased ~~service~~costs inon ~~U.S.~~our ~~waters~~customers. ~~For a discussion of OPA 90 see “—Environmental and Other Governmental Regulation” below.~~

In August 2022, President Biden signed the Inflation Reduction Act of 2022 (2“IRA 2022”) ~~This~~into ~~vessel,~~law. ~~formerly~~The ~~known~~IRA as2022 contains incentives for the ~~T/B~~development ~~Kilchis~~of renewable energy, isclean ahydrogen, ~~double~~clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, among other provisions. These incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels towards lower-~~hulled~~or ~~tank~~zero-carbon ~~barge~~emissions alternatives, which could decrease demand for oil and gas and consequently reduce demand for our services in that sector. ~~was~~In ~~acquired~~addition, the IRA 2022 imposes the first ever federal fee on ~~February~~the ~~28,~~emission ~~2003~~of GHGs through a methane emissions charge. ~~Upon~~The ~~closing~~IRA 2022 amends the federal Clean Air Act (“CAA”) to impose a fee on the emission of methane from sources required to report their GHG emissions to the U.S. Environmental Protection Agency (“EPA”). The methane emissions charge will start in calendar year 2024 at $900 per ton of methane, weincrease ~~renamed~~to ~~this~~$1,200 ~~vessel~~per ton in 2025, and be set at $1,500 per ton for 2026 and each year thereafter. Calculation of the ~~Energy~~fee ~~8001~~is based on certain thresholds established in the IRA 2022. The methane

~~(3)~~35 This coastwise tanker, formerly known as the M/V W.K. McWilliams, Jr., acquired on November 15, 2001, is not currently certified to transport petroleum products and, therefore, barrel capacity is not applicable to this vessel.

~~Index~~ emissions tocharge ~~Financial~~could ~~Statements~~increase our customers’ operating costs in the oil and gas industry and reduce demand for our services.

~~Competitive~~Imposition ~~Strengths~~of laws, executive actions or regulatory initiatives to restrict, delay or cancel leasing, permitting or drilling activities in deepwaters of the U.S. or foreign countries may reduce demand for our services and products and have a material adverse effect on our business, financial condition or results of operations.

~~Technologically~~We ~~Advanced~~provide ~~Fleet~~services offor ~~New~~oil ~~Generation~~and ~~OSVs. Our~~natural ~~technologically~~gas ~~advanced,~~exploration ~~new~~and ~~generation~~production ~~OSVs~~customers ~~were~~operating ~~designed~~offshore ~~with~~in the ~~specifications~~ ~~necessary~~deepwaters ~~for~~of ~~operations~~the inU.S. ~~complex~~ and ~~challenging~~in ~~drilling~~other countries. ~~environments,~~In ~~including~~the ~~deepwater~~U.S., ~~deep~~President ~~well~~Biden ~~and~~issued ~~other~~an ~~logistically~~executive ~~demanding~~order ~~projects.~~in ~~Our~~January 2021 ~~new~~that ~~generation~~commits ~~OSVs~~to ~~have~~substantial ~~significantly~~action ~~more~~on ~~capacity~~climate ~~and~~change, ~~operate~~calling ~~more~~for, ~~efficiently than~~among ~~conventional~~other things, ~~180'~~the ~~OSVs.~~elimination ~~While~~of ~~operators~~subsidies ~~are~~provided ~~especially~~to ~~concerned~~the ~~with~~fossil afuel ~~vessel’s~~industry ~~ability~~and toan increased ~~avoid~~emphasis ~~collisions~~on ~~with multi~~climate-~~million~~related ~~dollar~~risks ~~drilling~~across ~~rigs~~government oragencies ~~production~~and ~~platforms~~economic ~~during~~sectors. ~~adverse~~In ~~weather~~September ~~conditions~~2023, ~~they~~the ~~are~~Biden ~~hesitant to~~Administration ~~stop~~announced ~~operations~~that ~~under~~federal ~~such~~agencies ~~conditions~~will ~~due~~be directed to consider the ~~high~~social ~~daily~~ cost of ~~halting~~GHGs ~~such~~in ~~complex~~agency ~~operations.~~budgeting, procurement, ~~Our~~and ~~proprietary~~other ~~vessels~~agency ~~incorporate~~decisions, ~~sophisticated~~including ~~technologies~~in ~~and~~environmental ~~are~~reviews ~~designed~~conducted ~~specifically~~pursuant to ~~operate~~the ~~safely~~National inEnvironmental ~~complex~~Policy ~~exploration~~Act, ~~and production~~where ~~environments~~appropriate. ~~These~~Additionally, ~~technologies~~regulatory ~~include~~agencies ~~dynamic~~under ~~positioning,~~the ~~roll~~Biden ~~reduction~~Administration may issue new or amended rulemakings regarding deepwater leasing, ~~controllable~~permitting ~~pitch~~or ~~thrusters~~drilling ~~and~~that ~~our~~could ~~unique~~result ~~cargo~~in ~~handling~~more ~~systems~~stringent or costly restrictions, ~~which~~delays ~~permit~~or ~~high~~cancellations ~~volume~~in ~~transfer~~offshore ~~rates~~oil ofand ~~liquid~~natural ~~mud~~gas exploration and ~~dry~~production ~~bulk~~activities. WeAdditionally, ~~believe~~decisions regarding ~~that~~federal weoffshore ~~earn higher~~leasing ~~average~~have ~~dayrates~~been ~~and~~subject ~~maintain~~to ~~higher~~legal ~~utilization~~challenges ~~rates~~that ~~than~~could ~~our~~delay ~~peers~~or ~~due~~suspend tooffshore ~~the~~lease ~~superior~~auctions, ~~capabilities~~adversely ofaffecting our ~~OSVs,~~customers’ businesses and reducing demand for our services. In September 2023, the Biden Administration announced a new five-year ~~track~~offshore ~~record~~leasing plan for the U.S. GoM. The plan calls for a maximum of ~~safe~~three ~~and~~offshore ~~reliable~~lease ~~performance~~sales, in 2025, 2027 and ~~the~~2029, ~~collaborative~~and ~~efforts~~no oflease ~~our~~sales will be held in 2024. The five-~~house~~year ~~design~~lease ~~team~~plan inrepresents the ~~providing~~smallest ~~marine~~number ~~engineering~~of ~~solutions~~planned tosales ~~our~~in ~~customers~~the history of the offshore leasing program.

~~Young~~Any ~~OSV Fleet~~new ~~with~~legislation, ~~Lower~~executive ~~Cost~~actions ofor ~~Ownership. We~~regulatory initiatives, ~~believe~~whether ~~that~~in ~~we operate~~ the ~~youngest fleet of~~ U.S.~~-flagged~~ ~~OSVs.~~or ~~While~~in ~~the~~other ~~average age of the conventional~~countries, ~~180'~~that ~~U.S.-flagged~~impose ~~OSV~~increased ~~fleet is approximately 24 years~~costs, ~~the~~more ~~average~~stringent ~~age of~~operational ~~our~~standards ~~OSV~~or ~~fleet~~result isin ~~approximately~~significant ~~three~~delays, ~~years.~~cancellations ~~Newer~~or ~~vessels~~disruptions ~~generally~~in ~~experience~~our ~~less~~customers’ ~~downtime~~operations, ~~and~~could ~~require~~increase ~~significantly~~the ~~less~~risk ~~maintenance and scheduled drydocking costs compared to older vessels. The average intermediate drydocking for~~of ~~recertification~~losing ~~for~~leasing ~~one~~or ofpermitting ~~our~~opportunities, ~~OSVs~~expired ~~generally~~leases ~~lasts~~due ~~five~~ to ~~ten days in~~ the ~~shipyard~~time ~~and~~required ~~costs~~to ~~approximately~~develop ~~$0.3~~new ~~million. In contrast~~technology, ~~the~~increased ~~typical~~supplemental ~~drydocking~~bonding ~~for recertification of a conventional~~costs, ~~180'~~or ~~OSV~~cause ~~may~~our ~~last~~customers up to 90incur ~~days~~penalties, infines ~~the~~or shut-in ~~shipyard~~production ~~and~~at ~~can~~one ~~cost~~or asmore ~~much~~of astheir ~~$1.5~~facilities, ~~million.~~any Weor ~~believe~~all ~~that our operation~~ of ~~new~~which ~~technologically~~could ~~advanced~~reduce ~~OSVs~~demand ~~gives us a competitive advantage in obtaining long-term contracts~~ for our ~~vessels~~services. ~~and~~We incannot ~~attracting~~predict ~~and~~with ~~retaining~~any ~~crews.~~certainty ~~Since~~the ~~we accepted~~full ~~delivery~~impact of ~~our~~any ~~first~~new ~~OSV~~laws, ~~in November 1998~~regulations, ~~the~~executive ~~average~~actions ~~utilization~~or ~~rate~~regulatory ~~for~~initiatives on our customers’ ~~OSVs~~drilling ~~has~~operations ~~been~~or ~~approximately~~the ~~95%.~~opportunity ~~According~~ to ~~One~~pursue ~~Offshore~~such operations, ~~the~~or ~~U.S.~~on ~~Gulf~~the ofcost ~~Mexico~~or ~~industry~~availability ~~average~~of ~~was~~insurance ~~approximately~~to ~~75%~~cover ~~over~~ the ~~same~~risks ~~time~~associated ~~period,~~with ~~based~~such ~~on vessels available for service~~operations. WeThe ~~expect~~matters ~~that~~described ~~our newer~~above, ~~larger,~~individually ~~faster~~or ~~and more cost-efficient vessels will remain~~ in ~~high~~the ~~demand~~aggregate, ascould have ~~deepwater~~a ~~and~~material ~~other~~adverse ~~complex~~effect ~~and~~on ~~challenging~~our ~~exploration~~business, ~~development~~financial condition and ~~production~~results ~~activities~~of ~~continues to increase globally~~operations.

Commitment to Safety and Quality. As part of our commitment to safety and quality, we have voluntarily pursued and received certifications and classifications that are not generally held by other companies in our industry. We ~~maintain~~operate ISO 9002 and ISO 14001 certifications for quality and environmental management, respectively, from the International Standards Organization with respect to the eight tugs and nine tank barges acquired from the Spentonbush/Red Star Group. We are one of the few OSV companies operating in ~~the~~a ~~U.S.~~highly ~~Gulf~~competitive ~~of Mexico that is approved under the U~~industry.~~S. Coast Guard’s Streamlined Inspection Program in which we and the Coast Guard cooperate to develop training, inspection and compliance processes, with our~~ personnel conducting periodic examinations of vessel systems and taking corrective actions where necessary. Both of our principal office locations in Covington, Louisiana and Brooklyn, New York, as well as the majority of our vessels, including all of our OSVs and our tugs and tank barges acquired from the Spentonbush/Red Star Group, are also certified under the International Safety Management Code, developed by the International Maritime Organization to provide internationally recognized standards for the safe management and operation of ships and for pollution prevention. Our OSVs are classed by the American Bureau of Shipping, which develops and verifies standards for the design, construction and operational maintenance of vessels and facilities. Safety is an increasingly important consideration for oil and gas operators due to the environmental and regulatory sensitivity associated with offshore drilling and production activity. We

46The offshore drilling and production support industry is both highly competitive and capital intensive and requires substantial resources and investment to satisfy customers and maintain profitability. Our customers award contracts based on price, industry reputation, service quality, vessel offerings and capabilities, transit costs and other similar factors. Increased competition for deepwater drilling contracts could depress dayrates and utilization rates, adversely affecting our profitability. A sustained inability to win contracts in our key markets would put pressure on our ability to service our debt.

Our financial and operating performance may be subject to the state of the offshore wind energy market.

Our results of operations may be subject to the state of the offshore wind energy market and the inherent complexity of developing wind energy projects. In addition to the state and federal government policies supporting renewable energy, the growth and development of the offshore wind energy market is subject to a number of factors, including, among other things:

•

a new and complex permitting process;

•

higher development costs than onshore alternatives;

•

the availability and cost of financing for the estimated pipeline of offshore wind energy projects;

•

fixed price contracts of wind development projects make it difficult to recover cost increases;

~~Index~~• tothe ~~Financial~~deferral ~~Statements~~or cancellation of offshore wind projects;

~~believe~~• ~~that~~dynamics ~~customers~~of ~~recognize~~the ~~our~~electricity ~~commitment~~market, towhich ~~safety~~may ~~and~~be ~~that~~affected ~~our~~by ~~strong~~a ~~reputation~~number of factors, including government regulation, power transmission, seasonality, fluctuations in demand, and ~~performance~~the ~~history~~cost ~~provide~~and usavailability ~~with~~of afuel, ~~competitive~~particularly ~~advantage.~~natural gas;

~~Leading~~• ~~Market Presence in Core Target Markets. Our 22 OSVs comprise~~ the ~~second~~cost ~~largest fleet~~ of ~~technologically~~raw ~~advanced,~~materials ~~new~~used ~~generation~~to ~~OSVs~~make ~~qualified~~wind ~~for work in the U.S. Gulf of Mexico. Currently~~turbines, 18particularly of our 22 OSVs operate in that area. We also operate one of the largest fleets of tugs and tank barges for the transportation of petroleum products in Puerto Rico and believe that we are the fourth largest tank barge transporter of petroleum products in New York Harbor. We believe that having scale in our selected markets benefits our customers and provides us with operating efficiencies. steel;

~~Successful Track~~• ~~Record of Vessel Construction and Acquisitions. Our management has significant naval architecture, marine engineering and shipyard experience. We believe we are unique in~~ the ~~manner~~general inincrease ~~which we design our own OSVs and work closely with our contracted shipyards~~ in ~~their~~demand construction. We typically source and supply many of the manufactured components (owner-furnished equipment), comprising a large portion of the aggregate cost of a vessel, directly from vendors rather than through the shipyard. In addition to substantial cost savings, we believe our approach enables us to better control the construction process, resulting in a higher quality vessel and an enhanced level of service from these vendors during the applicable warranty periods. We believe that our history of designing and constructing 16 new generation OSVs on time and on budget provides us with a competitive advantage in obtaining contracts for ~~our~~electricity ~~vessels~~or ~~prior~~“load ~~to their actual delivery. We also expect delivery of one additional new generation OSV in December 2003. Our company has designed its operations and management systems in contemplation of~~ growth through both new vessel construction and acquisitions. To date, we have successfully completed and integrated four acquisitions involving 13 ocean-going tugs and 13 ocean-going tank barges, one acquisition of a coastwise tanker and two acquisitions involving six 220' new generation OSVs. ”;

~~Favorable~~• ~~OPA~~the 90costs ~~Fleet Status. Data provided by a U.S. Coast Guard report dated September 2001 indicates that 38%~~ of ~~the~~competing ~~then~~power ~~remaining~~sources, ~~single-hulled~~including ~~tank~~natural ~~barge fleet capacity would need to be retired by 2005~~gas, asnuclear ~~mandated by OPA 90. According to the report~~power, ~~the~~solar ~~5.5~~power ~~million barrels of single-hulled tank barge capacity required to be phased out by 2005 represented 22% of the total 24.9 million barrel single-~~ and ~~double-hulled~~other ~~tank~~power barge capacity that existed in 2001. Because 10 of our 15 single-hulled tank barges are not required to be replaced or retrofitted with double hulls until 2015, we believe we have a competitive advantage over operators who have a higher percentage of single-hulled tank barges that must be retired or modified to add double hulls before 2005. sources;

~~Experienced~~• ~~Management~~the ~~Team~~development ~~with Proven Track Record. Our executive management team has an average~~ of ~~19 years of domestic and international marine transportation industry-related experience. We believe that our team has successfully demonstrated its ability to grow our fleet through~~ new ~~construction~~power ~~and strategic~~generating ~~acquisitions and to secure profitable contracts for our vessels in both favorable and unfavorable market conditions. Moreover~~technology, ~~our~~advances in~~-house~~ ~~engineering~~existing ~~team~~technology ~~has~~or ~~significant~~discovery operating experience that enables us to more effectively design and manage our new vessel construction program, adapt our vessels for specialized purposes, oversee and manage the drydocking process and provide custom marine engineering solutions to our customers. We believe this will continue to result in a lower overall cost of ~~ownership~~power ~~over~~generating ~~the~~natural life of our vessels compared to our competitors, as well as a competitive advantage in securing contracts for our OSVs as the benefits of our proprietary designs and in-house engineering capabilities are recognized by our customers. resources;

~~Our~~• ~~Strategy~~the development of electrical transmission infrastructure;

~~Apply~~• ~~Existing~~state and ~~Develop~~federal ~~New~~laws ~~Technologies to Meet our Customers’ Vessel Needs. Our new generation OSVs are designed to meet the higher capacity~~ and ~~performance~~regulations, ~~needs~~particularly ofthose ~~our~~favoring ~~clients’~~low ~~increasingly~~carbon ~~more~~energy ~~complex drilling and production programs. Our new~~ generation OSVs are equipped with sophisticated propulsion and cargo handling systems, dynamic positioning capabilities and have larger capacities than conventional 180' OSVs. We are committed to applying existing or developing alternatives;

47• administrative and legal challenges to proposed offshore wind energy development projects; and

•

heightened focus on environmental or habitat concerns.

We may be unable to attract and retain qualified, skilled employees necessary to operate our business, and the loss of key personnel could adversely affect our relationship with the military.

Much of our success depends on our ability to attract and retain highly skilled and qualified personnel. Our inability to hire, train and retain a sufficient number of qualified employees, including mariners, could impair our ability to manage, maintain and grow our business.

In crewing our vessels, we require skilled employees who can perform physically demanding work. As a result of past volatility in the oil and gas industry, many industry employees chose to pursue employment in other fields, leading the industry to experience a significant shortfall in qualified mariners. As conditions in the industry have improved, it has become more challenging to engage experienced personnel as crews on our vessels. We face strong competition within the broader oilfield industry for employees and potential employees, including competition from drilling rig operators for fleet personnel. We may have difficulty hiring employees or finding suitable replacements as needed and it is possible that we would have to raise wage rates or increase benefits offered to attract workers and to retain current employees. In such circumstances, if we are unable to increase our service rates to customers to compensate for wage increases or recruit qualified personnel to operate vessels at full utilization, our financial condition and results of operations may be adversely affected.

Additionally, the ongoing viability and potential growth of our contractual relationship with the U.S. military is dependent on our continued employment of certain key personnel. Any action taken by the U.S. military in response to the loss of key personnel, or potential loss of key personnel, from our operations could adversely affect our current and future business with the military and, in turn, adversely affect our financial results.

Further, our operations are dependent upon the efforts and continued employment of our executive officers and key management personnel, including, but not limited to, our Founder, Chairman, President and Chief Executive Officer, Todd M. Hornbeck, who has substantial experience and relationships with our major customers. Given industry management turnover resulting from restructurings and other corporate changes, seasoned managers are in demand. Although we have entered into employment agreements with our executive officers and key management personnel, there is no guarantee that they will remain employed by us. In the event of the loss of key management personnel, we would be required to hire a replacement and there can be no assurance that the replacement will be suitable or favorable to us, which could adversely affect our financial results and operations. The loss of services of one or more of our executive officers or key management personnel could have a negative impact on our financial condition and results of operations.

~~Index~~We tomay ~~Financial~~be ~~Statements~~adversely affected by potential litigation.

~~new~~In ~~technologies~~the tofuture, ~~maintain~~we amay ~~technologically~~become ~~advanced~~parties ~~fleet in order~~ to ~~continue to improve our service offerings and to meet the developing needs of our customers for OSVs and ocean-going tugs and tank barges~~litigation. ~~Improvements~~In ~~in exploration and production technologies have enabled operators to pursue larger scale~~general, ~~more~~litigation ~~complex~~can ~~drilling~~be ~~programs~~expensive ~~in remote locations~~ and ~~under~~time ~~more~~consuming ~~challenging~~to ~~operating~~bring ~~conditions. We~~or ~~believe~~defend ~~that the trend toward increasingly more complex projects will increase the demand for our technologically advanced fleet of new generation OSVs~~against. ~~Oil and natural gas exploration and development activity in these regions has increased~~Such ~~recently~~litigation ascould a result ~~of several factors, including world-class exploration potential, improvements~~ in ~~exploration~~settlements ~~and production technologies for deepwater projects, and slowing~~ or ~~declining~~damages ~~production~~that ~~from~~could ~~onshore~~significantly ~~and~~affect ~~shallow~~our ~~water~~financial ~~fields~~results. ~~We believe~~It ~~that~~is ~~deepwater~~not ~~regions~~possible ~~worldwide~~to ~~and~~predict ~~deep~~the ~~well~~potential ~~drilling~~litigation onthat ~~the~~we ~~Continental~~may ~~Shelf~~become ~~will~~party ~~continue~~ to benor ~~active~~the ~~areas~~final ~~for~~resolution ~~exploration~~of ~~and~~such ~~development~~litigation. inThe ~~the~~impact ~~foreseeable~~of any ~~future,~~such ~~and~~litigation ~~that~~on ~~demand for~~ our ~~OSVs,~~businesses ~~which are uniquely equipped to serve the current~~ and ~~planned~~financial ~~drilling~~stability, ~~programs in these markets~~however, ~~will~~could ~~continue to~~ be ~~strong~~material.

~~Expand~~Certain ~~Fleet~~claims ~~Through~~were ~~Newbuilds~~not ~~and~~discharged Strategic Acquisitions. We plan to expand our fleet through construction of new vessels, including construction of new generation OSVs and double-hulled tank barges, retrofitting of certain vessels and through strategic acquisitions. Market demand for vessels, including demand for new generation OSVs in domestic and international markets, will be the main determinant of the level and timing of construction of additional vessels. We believe that acquisition opportunities are likely to arise as consolidation continues in our ~~two~~bankruptcy ~~industry segments. We intend to use our expertise~~ and ~~experience to evaluate and execute strategic acquisitions~~ ~~where~~could ~~the~~have ~~opportunity~~a ~~exists~~material toadverse ~~expand~~effect ~~our~~on ~~service offerings in~~ our ~~core~~financial ~~markets~~condition and ~~create~~results ~~or enhance long-term client relationships. To date, we have completed four acquisitions involving 13 ocean-going tugs and 13 ocean-going tank barges, one acquisition~~ of ~~a coastwise tanker and two acquisitions involving six 220' new generation OSVs~~operations.

~~Pursue~~The ~~Optimal Mix of Long Term and Short Term Contracts~~U. WeS. ~~seek~~Bankruptcy toCode ~~balance~~provides ~~our~~that the ~~portfolio~~confirmation of ~~customer~~a ~~contracts~~plan ~~by entering into both long-term and short-term charters. Long-term charters, which contribute to higher utilization rates, provide us with more predictable cash flow. Most~~ of ~~our~~reorganization ~~long-term~~discharges ~~charters~~a ~~contain~~debtor ~~annual~~from ~~dayrate~~substantially ~~escalation~~all ~~provisions.~~debts ~~Short-term~~arising ~~charters~~prior ~~provide the opportunity~~ to ~~benefit from increasing dayrates in favorable market cycles~~confirmation. ~~The~~With ~~initial~~few ~~terms~~exceptions, ofall ~~our~~claims ~~current~~that ~~OSV~~arise ~~term~~prior ~~contracts range from one~~ to ~~five~~the ~~years.~~filing ~~Our contract~~ of ~~affreightment~~a ~~with~~petition ~~Amerada~~or ~~Hess~~before ~~for~~confirmation ~~the services~~ of ~~tugs~~a ~~and~~plan ~~tank~~of ~~barges~~reorganization in(a) are ~~the~~subject ~~northeastern~~to ~~United~~compromise ~~States~~and/or ~~has~~treatment anunder ~~initial~~such ~~term~~plan of ~~June~~reorganization ~~1, 2001 through March 31, 2006. Our other tug~~ and/or ~~tank~~(b) are ~~barge~~discharged ~~contracts~~in ~~typically~~accordance ~~have~~with ~~been~~the ~~renewed~~terms ~~annually~~of ~~over~~such ~~the~~plan ~~last~~of ~~several years~~reorganization.

~~Build~~In ~~Upon~~order ~~Existing~~to ~~Customer~~achieve ~~Relationships. We~~our ~~intend~~objective ~~to build~~of ~~upon~~a ~~existing~~swift ~~customer~~confirmation ~~relationships~~of ~~by expanding~~ the ~~services~~joint weprepackaged ~~offer~~plan toof ~~those~~reorganization ~~customers~~filed with ~~diversified marine transportation needs. Many integrated oil~~ and ~~gas~~confirmed ~~companies~~by ~~require~~the bankruptcy ~~OSVs~~court toon ~~support~~May 19, ~~their~~2020 ~~exploration~~ and ~~production~~June 19, ~~activities and~~2020, ~~ocean-going~~respectively ~~tugs~~(the ~~and~~“Plan”), ~~tank~~we ~~barges~~determined to ~~support~~leave ~~their refining, trading and retail distribution activities. Moreover,~~ many classes of ~~our~~claims ~~customers~~as ~~that~~unimpaired ~~conduct~~and ~~operations~~thus ~~internationally~~such ~~have~~claims ~~expressed~~were ~~interest~~not indischarged ~~chartering~~under ~~our~~the ~~OSVs in such markets~~Plan. ~~Currently,~~ ~~four~~Holders of ~~our~~such ~~new~~claims ~~generation~~can ~~OSVs~~still assert ~~are~~the ~~chartered~~claims ~~for~~against ~~use~~the inreorganized ~~international~~entity ~~markets.~~and ~~Our~~may ~~management~~have ~~team~~an ~~has~~adverse ~~significant~~effect ~~international~~on ~~experience~~our ~~and~~financial ~~will~~condition ~~continue~~and toresults ~~evaluate~~of ~~such opportunities~~operations.

~~Optimize Tug and Tank Barge Operations. Due to OPA 90~~Stacked ~~phase-out requirements of single-hulled barges~~vessels, and the ~~total~~unstacking ~~barrel-carrying capacity~~ of ~~existing~~such ~~tank~~ vessels ~~transporting petroleum products domestically is projected to decline significantly from its current levels without a commensurate increase in newbuildings and retrofittings. In addition~~, ~~the~~may ~~energy~~require ~~industry~~substantial iscapital ~~increasingly outsourcing its marine transportation requirements~~ and ~~focusing~~operating onexpenditures ~~safety~~ and ~~reliability~~regulatory ~~as a key determinant in its award of new business~~approvals. ~~We believe that these trends will improve the balance of supply and demand, and result in improved barge utilization and dayrates.~~

48Due to difficult market conditions, we have elected, and may elect, at various points, to stack certain vessels in our fleet, which would reduce the number of crew and personnel that operate and maintain such vessels. Though vessel stacking reduces the costs of operating a vessel, it reduces the number of available vessels we can deploy to service our customers and limits potential revenues. If market conditions do not improve, we may be required to stack additional vessels.

When we elect to unstack the stacked vessels, we will incur substantial capital and operating expenditures. These expenditures could increase as a result of changes in the cost of labor and materials, changes in technology, customer requirements for new or upgraded equipment, the size of our fleet, the cost of replacement parts for existing vessels, the geographic location of the vessels or the length of contracts. We will also incur costs associated with regulatory recertification and remobilization, changes in safety or other equipment standards and may incur additional costs to hire and train personnel to operate the vessels. Making such alterations may require the stacked vessels to remain out of service for extended periods of time, with corresponding losses of revenues. Such costs could have an adverse effect on our financial results and operations.

If we are unable to fund these capital expenditures with our liquidity, we may be required to incur additional borrowings, or seek out additional financing arrangements with banks or other capital providers. Our failure to obtain the funds for necessary future capital expenditures could have a material adverse effect on our business and on our financial position, results of operations and cash flows.

Unstacking of vessels could adversely impact the market for OSVs and MPSVs.

As of September 30, 2023, we had stacked 18 U.S.-flagged OSVs, three foreign-flagged OSVs and one U.S.-flagged MPSV. Certain of our competitors may also stack OSVs from time to time. To the extent that we or our competitors unstack vessels in response to improvement or perceived improvement in market conditions faster than the market can absorb such additional vessels, the market for OSVs could become oversaturated and would adversely affect dayrates and utilization for our vessels.

~~Index~~Increases toin ~~Financial~~the ~~Statements~~supply of vessels could decrease dayrates.

~~Customers~~A material increase in the supply of OSVs or MPSVs, whether through new construction (including our own), refurbishment or conversion of vessels from other uses, remobilization, reactivation or changes in law or its application could increase competition for charters, lower utilization or lower dayrates, any of which would adversely affect our revenues and ~~Charter~~profitability. ~~Terms~~Such an increase in vessel capacity could also exacerbate the impact of any future downturn in the oil and gas industry, which would have an adverse impact on our business.

~~Major oil companies~~Additionally, ~~large~~because ~~independent oil and gas exploration, development and production companies and large oil service companies constitute~~ the ~~majority~~Jones ofAct ~~our customers~~does ~~for~~not ~~our~~cover ~~OSV~~certain services, ~~while~~provided refining, marketing and trading companies constitute the majority of our customers for our tug and tank barge services. The percentage of revenues attributable to a customer in any particular year depends on the level of oil and natural gas exploration, development and production activities undertaken or refined petroleum products or crude oil transported by ~~a particular customer~~MPSVs, ~~the~~foreign ~~availability~~competitors ~~and~~may ~~suitability~~deploy ofadditional ~~our~~MPSVs ~~vessels~~to ~~for~~ the ~~customer’s~~U.S. ~~projects~~GoM or ~~products~~build ~~and~~additional ~~other~~MPSVs ~~factors,~~that ~~many~~will ofcompete ~~which~~with ~~are~~us ~~beyond~~in ~~our control. For~~ the ~~year ended December 31, 2002, Amerada Hess Corporation and BHP Billiton each accounted for more than 10% of our total revenues for such period~~U.S. ~~For prior periods, see note 15 of the notes to our consolidated financial statements~~GoM.

WeThe ~~enter~~early ~~into~~termination ~~a variety~~ of ~~contract~~or ~~arrangements~~inability ~~with~~to ~~our~~renew ~~customers, including spot and time charters,~~ contracts offor ~~affreightment~~our vessels ~~and~~could ~~consecutive~~have ~~voyage~~an ~~contracts.~~adverse ~~Our~~effect ~~contracts~~on ~~are~~our ~~obtained through competitive bidding or, with established customers, through negotiation~~operations.

~~Currently,~~Certain ~~five of our 22 OSVs operate under long-term charters. Most of the~~ contracts for our ~~OSVs~~vessels, ~~contain~~including ~~early~~contracts ~~termination~~with ~~options in favor of~~ the ~~customer;~~United States ~~however~~government, ~~some~~allow ~~have~~for ~~substantial~~ early termination ~~penalties~~at ~~designed to discourage~~ the ~~customers~~customer’s ~~from exercising such options~~option. ~~Similarly,~~Many 11 of our ~~16 tank barges provide services under long-term~~ contracts ~~with~~that ~~initial~~contain ~~terms~~early oftermination ~~one~~provisions ~~year~~contain remedies or ~~longer.~~other ~~Since~~provisions wethat ~~commenced~~would ~~operations,~~compensate ~~our~~us ~~OSVs~~in ~~have~~the ~~performed~~event ~~services~~an ~~for~~option ~~approximately~~is ~~55 different customers~~exercised, ~~and~~such ~~our tugs~~as ~~and~~early ~~tank~~termination ~~barges~~fees, ~~have~~but ~~performed services for approximately 219 different~~ customers. ~~Because~~may ofchoose ~~the~~to ~~variety~~exercise ~~and~~their ~~number~~termination ofrights ~~customers~~in ~~historically~~spite ~~using the services~~ of ~~our~~such ~~fleet,~~remedies ~~and~~or ~~the~~provisions ~~approximate balance between supply~~ and ~~demand~~such inremedies ~~both~~may ~~the~~not ~~OSV~~fully ~~and tug~~compensate ~~and~~us ~~tank~~for ~~barge markets, we believe that~~ the loss of ~~any~~the ~~one customer would not have a material adverse effect on our business~~contract.

~~Because~~Additionally, wein economic downturns, customers have ~~established~~requested athat ~~reputation~~we ~~for~~adjust onthe terms of their contracts to be more customer-~~time~~friendly, including ~~delivery~~by ~~and~~assuming ~~reliability~~greater risks. While we are not required to give such concessions, ~~charterers~~commercial ~~have~~considerations ~~contacted~~may usdictate that we do so, given the relatively few deepwater customers operating in ~~certain~~the ~~circumstances~~U.S. toGoM. ~~construct~~Certain ~~vessels~~customers towho ~~meet~~seek to ~~their~~terminate ~~needs.~~our Incontracts ~~such~~may ~~circumstances,~~attempt weto ~~have~~defeat ~~generally~~or ~~contracted~~circumvent ~~these~~our ~~specially~~protections ~~designed~~against ~~vessels~~certain liabilities for ~~three~~which we receive indemnity. Our customers’ ability to ~~five~~perform ~~years~~their obligations under their contracts, ~~with~~including ~~renewal~~their ~~options~~ability to fulfill their indemnity obligations to us, ~~before~~may ~~construction~~be isnegatively ~~completed~~impacted by an economic downturn. ~~Although~~Our wecustomers, ~~will~~which ~~design~~include ~~vessels~~national toenergy ~~meet~~companies, ~~the~~often ~~specific~~have ~~needs~~significant ofbargaining leverage over us. Should a counterparty fail to honor its ~~charterer~~obligations under an agreement with us, we ~~ensure~~could insustain ~~our~~losses, ~~design~~which ~~that~~could ~~customization~~have ~~does~~an ~~not~~adverse ~~preclude~~effect ~~efficient~~on ~~operation~~our ofbusiness ~~these~~and ~~vessels~~on ~~for~~our ~~other~~financial ~~customers~~position, ~~for~~results ~~other~~of ~~purposes~~operations or incash ~~other situations~~flows.

~~Competition~~Until we replace the terminated contracts with new contracts, our business could be temporarily disrupted or adversely affected, as there may be a gap in the operation of the vessels between the current contracts and subsequent contracts, or we may not be able to secure new contracts on substantially similar terms due to the prevailing market or industry conditions at the time of expiration. The fluctuation in the demand for our services may be impacted by volatility in oil and gas markets, which could ultimately adversely affect our financial position, results of operations or cash flows. As of September 30, 2023, we had stacked 18 U.S.-flagged OSVs, three foreign-flagged OSVs and one U.S.-flagged MPSV. Further, as of September 30, 2023, we had 38 existing contracts for our vessels that are currently operating, which have durations ranging from 15 days to five years. When oil and natural gas prices are low or it is expected that such prices will decrease in the future, we may be unable to obtain contracts at attractive dayrates or at all. We may not be able to obtain new contracts in direct continuation with existing contracts, or depending on prevailing market conditions, we may enter into contracts at dayrates substantially below the existing dayrates or on terms otherwise less favorable.

We ~~operate~~may innot abe ~~highly~~able ~~competitive~~to ~~industry.~~complete ~~Competition~~the inconstruction ~~the~~of ~~OSV~~our ~~and~~remaining ~~ocean-going~~two ~~tug~~newbuilds and ~~tank~~may ~~barge~~experience ~~segments~~delays ofrelated to the ~~marine~~newbuilds. ~~transportation industry primarily involves factors such as:~~

•We ~~quality~~began constructing two Jones Act-qualified MPSVs under our prior newbuild program. These vessels are large and ~~capability~~complex. We estimate that the cost to complete these vessels will exceed the $53.8 million total contract price we are required to pay for their completion and that the sureties that have taken over their construction will be required to pay significant sums in excess of our remaining contribution. While the sureties are contractually required to fund these excess costs, they might not do so, which would result in delay and disputes. Moreover, the vessels; are complex and the shipyard performing the completion work for the sureties

•39 ~~ability to meet the customer’s schedule;~~

• safety record;

• reputation;

• price; and

• experience.

The terms of the Jones Act restrict the ability of vessels that are not built in the United States, registered under the laws of the United States and owned and managed by U.S. citizens to compete in the coastwise trade in the United States and Puerto Rico. See “—Environmental and Other Governmental Regulation” for a more detailed discussion of the Jones Act.

~~Index~~ may be unable or unwilling to ~~Financial~~perform ~~Statements~~on the anticipated timeline or at all, also potentially causing delay and disruption to our planned uses for the vessels.

WeFailure do not anticipate significant competition in the near term from pipelines as an alternative method of petroleum product delivery in the northeastern United States or Puerto Rico. No pipelines are currently under construction that could provide significant competition to ~~tank~~successfully ~~barges~~complete ~~in the northeastern United States or Puerto Rico~~repairs, ~~nor~~maintenance ~~are~~and ~~any~~routine ~~new~~drydockings ~~pipelines likely~~on-time toand beon-budget ~~built~~could inadversely ~~the~~affect ~~near~~our ~~future~~financial ~~due~~condition ~~to cost constraints~~ and ~~logistical and environmental requirements~~operations.

We ~~believe~~routinely ~~that~~engage shipyards ~~prior~~ to ~~this~~drydock ~~offering,~~vessels ~~approximately~~for ~~83%~~regulatory ofcompliance, ~~the~~repair, ~~new~~and ~~generation OSVs currently operating in the U~~maintenance.S. ~~Gulf~~Equipment ofshortages, ~~Mexico~~insufficient ~~are~~shipyard ~~owned~~availability, byunforeseen ~~privately-held companies.~~engineering Weissues, ~~believe~~work westoppages, ~~operate~~weather ~~the second largest fleet of new generation OSVs in the U.S. Gulf of Mexico~~interference, ~~and,~~unanticipated ~~upon~~cost ~~completion of this offering~~increases, weinability ~~will~~to obtain benecessary ~~the~~certifications ~~only~~and ~~publicly traded company with a significant fleet of U.S.-flagged~~approvals, ~~new~~material ~~generation OSVs. In contrast~~shortages, ~~approximately~~labor ~~82% of the conventional~~issues, ~~180'~~and ~~OSVs~~other ~~operating~~similar onfactors ~~the~~could ~~Continental~~lead ~~Shelf~~to ofextended ~~the~~delays ~~U.S.~~or ~~Gulf~~additional ~~of Mexico are owned by publicly-traded companies~~costs. WeSignificant ~~operate~~delays ~~one~~could ofadversely ~~the~~affect ~~largest~~our ~~tank~~ability ~~barge~~to ~~fleets~~perform inunder ~~Puerto~~our ~~Rico~~contracts, and we ~~believe~~significant ~~that~~cost weoverruns ~~are~~could ~~the~~adversely ~~fourth~~affect ~~largest transporter by tank barge of petroleum products in New York Harbor. Most of~~ our ~~competitors~~operations ~~in the tug~~ and ~~tank barge industry are privately held~~profitability.

~~Although~~At ~~some~~October 31, of2023, our ~~principal~~total ~~competitors~~contracted ~~are larger and have greater financial~~backlog ~~resources~~was ~~and,~~$659.3 million. ~~with~~The ~~respect~~contractual torevenue ~~OSVs, extensive international operations,~~ we ~~believe~~ultimately ~~that~~receive ~~our~~may ~~operating~~be ~~capabilities~~lower ~~and~~than ~~reputation enable us to compete effectively with other fleets in~~ the ~~market~~contracted ~~areas~~backlog indue ~~which~~to wea ~~operate.~~number Inof ~~particular~~factors, weincluding ~~believe that~~vessel ~~the~~downtime ~~relatively~~or ~~young~~suspension ~~age and advanced features~~ of ~~our OSVs provide us with a competitive advantage~~operations. The ~~ages~~actual ofdayrate ~~our~~may ~~OSVs~~be ~~range~~lower ~~from~~than ~~one~~the ~~month~~contractual operating todayrate 70assumed ~~months,~~in ~~while~~ the ~~average~~contracted ~~age~~backlog ofdescribed ~~the~~above ~~industry’s~~because ~~conventional,~~a ~~180' U.S.~~down-~~flagged~~time ~~OSV fleet~~(such isas ~~approximately~~waiting 24on ~~years.~~weather) ~~Retirement~~rate, ofrepair ~~older~~rate, ~~vessels~~standby ~~has~~rate ~~already~~or ~~commenced~~force ~~and~~majeure werate, ~~believe~~may ~~that~~apply ~~many~~under ~~more~~certain ofcircumstances. ~~these~~Several ~~older~~factors ~~vessels~~could ~~will~~cause bevessel downtime ~~retired~~or ina ~~the~~suspension ~~next~~of ~~few~~operations, ~~years.~~including Inequipment ~~addition~~breakdowns toand ~~the~~other ~~young~~unforeseen ~~age~~engineering ofproblems, ~~our~~marine ~~fleet~~casualties, ~~the~~labor ~~advanced capabilities~~strikes ofand ~~our~~other ~~fleet~~work ~~position~~stoppages, usshortages ~~to take advantage~~ of ~~the~~material ~~expanding~~and ~~deepwater~~skilled labor, ~~deep~~surveys ~~well~~by government and ~~other~~maritime authorities, ~~logistically~~periodic ~~demanding~~classification ~~exploration~~surveys, ~~and~~severe ~~production~~weather ~~projects~~or inharsh ~~the~~operating ~~U.S.~~conditions, ~~Gulf of Mexico~~ and ~~around~~force ~~the~~majeure ~~world~~events.

~~Environmental~~In certain contracts, the dayrate may be reduced to zero if, for example, repairs extend beyond a stated period of time. Our total contracted backlog includes only firm commitments and ~~Other~~certain ~~Governmental~~contracted ~~Regulation~~option periods, which are represented by signed contracts or, in some cases, other definitive agreements awaiting contract execution. We may not be able to realize the full amount of our total contracted backlog due to events beyond our control. In addition, some of our customers have experienced liquidity issues in the past, including some recently, and these liquidity issues could be experienced again if commodity prices decline for an extended period of time. Liquidity issues and other market pressures could lead our customers to seek bankruptcy protection or to seek to repudiate, cancel or renegotiate these agreements for various reasons. Our inability to realize the full amount of our total contracted backlog may have an adverse effect on our financial position, results of operations or cash flows.

~~Our~~In ~~operations~~addition ~~are~~to ~~significantly~~industry ~~affected~~concentrations, bywe ahave ~~variety~~certain ofcustomer ~~federal~~concentrations, ~~state, local~~ and ~~international~~ ~~laws and regulations governing worker health and safety and~~ the ~~manning,~~loss ~~construction and operation~~ of ~~vessels.~~a ~~Certain~~significant ~~U.S. governmental agencies, including the U.S. Coast Guard, the National Transportation Safety Board, the U.S.~~customer ~~Customs~~would ~~Service~~adversely ~~and~~impact ~~the Maritime Administration of the U.S. Department of Transportation, have jurisdiction over~~ our ~~operations.~~financial ~~In addition, private industry organizations such as the American Bureau of Shipping oversee aspects of our business~~results. ~~The Coast Guard and the National Transportation Safety Board establish safety criteria and are authorized to investigate vessel accidents and recommend improved safety standards.~~

~~The~~For ~~U.S.~~the ~~Coast~~nine ~~Guard~~months ~~regulates~~ended ~~and~~September ~~enforces~~30, ~~various~~2023 ~~aspects~~and ofthe ~~marine~~year ~~offshore~~ended ~~vessel~~December 31, ~~operations~~2022, Occidental Petroleum Company accounted for 20.4% ~~Among~~and ~~these~~16.4% ~~are~~of ~~classification,~~our ~~certification~~consolidated revenues, ~~routes~~respectively, ~~drydocking~~and ~~intervals,~~Military ~~manning~~Sealift ~~requirements,~~Command ~~tonnage~~accounted ~~requirements~~for 15.7% and ~~restrictions~~14.5% of our consolidated revenues, ~~hull~~respectively. ~~and~~The ~~shafting~~loss ~~requirements~~or material reduction of business from a significant customer could therefore have a material adverse effect on our results of operations and ~~vessel~~cash ~~documentation~~flows. ~~Coast~~Moreover, ~~Guard~~our ~~regulations~~customer ~~require~~contracts ~~that~~subject ~~each~~us to counterparty risks. See “—We may be unable to collect amounts owed to us by customers.” The ability of each of our ~~vessels~~counterparties beto ~~drydocked~~perform ~~for~~their ~~inspection~~obligations atunder ~~least~~a ~~twice~~contract ~~within~~with us will depend on a ~~five-year~~number ~~period~~of factors that are beyond our control such as the overall financial condition of the counterparty. Should a significant customer fail to honor its obligations under an agreement with us, we could sustain losses, which could have a material adverse effect on our business, financial condition and results of operations.

~~Under~~Ongoing Section 27 of the Merchant Marine Act of 1920, also known as the Jones Act, the privilege of transporting merchandise or passengers for hire in the coastwise trade in U.S. domestic waters extends only to vessels that are owned and ~~managed~~future acquisitions by ~~U.S.~~us ~~citizens~~may ~~and~~create ~~are~~additional ~~built in and registered under the laws of the United States~~risks. ~~A corporation is not considered a U.S. citizen unless, among other things:~~

•We ~~the~~regularly ~~corporation~~consider ispossible ~~organized~~acquisitions ~~under~~of ~~the~~single ~~laws~~vessels, ofvessel ~~the~~fleets ~~United~~and ~~States~~businesses, orand, as of aOctober ~~state~~31, ~~territory~~2023, orwe ~~possession~~

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