UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~report~~the ~~(date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): November 2,~~1934 ~~2016~~

Date of report (date of earliest event reported): November 15, 2016

HERCULES OFFSHORE, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-37623	56-2542838
(State of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

9 Greenway Plaza, Suite 2200
Houston, Texas		77046
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (713) 350-5100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0103. ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

As previously disclosed by Hercules Offshore, Inc. (the “Company”) on the Current Report on Form 8-K filed on ~~May~~June 276, 2016, the Company and certain of its U.S. domestic direct and indirect subsidiaries (together with the Company, the “Debtors”) ~~and~~filed ~~certain~~under chapter 11 of the ~~Company’s~~United ~~other~~States ~~domestic~~Bankruptcy ~~and~~Code ~~foreign direct and indirect subsidiaries~~ (~~collectively with the Debtors, the~~ “~~HERO Entities~~Chapter 11”) on ~~May~~June 265, 2016, asin ~~amended by~~ the ~~Amendment~~United toStates ~~the~~Bankruptcy ~~Restructuring~~Court ~~Support~~for ~~Agreement, dated July 8, 2016, and~~ the ~~Amendment~~District ~~No. 2~~of toDelaware ~~the Restructuring Support Agreement, dated August 12, 2016, entered into an agreement~~ (~~as may be further amended, modified or supplemented from time to time, together, with~~ the ~~term sheet, the~~ “~~Restructuring Support Agreement~~Court”). ~~with~~The anChapter ad11 ~~hoc~~case ~~group of lenders~~ (~~each an “Ad Hoc Group Member” and collectively,~~ the “AdChapter ~~Hoc~~11 ~~Group~~Case”) ~~representing~~is ~~approximately~~being ~~99%~~administered ~~of the obligations outstanding~~ under the ~~credit~~caption ~~agreement~~In ~~entered~~re: ~~into~~Hercules ~~on November 6~~Offshore, ~~2015, among the Company and certain of its subsidiaries, as guarantors, and Jefferies Finance LLC, as administrative agent and collateral agent, and the lenders party thereto~~Inc. The Restructuring Support Agreement sets forth, subject to certain conditions, the commitment to and obligations of, on the one hand, the HERO Entities, and on the other hand, each of the Ad Hoc Group Members (~~and~~Case ~~any successors or permitted assigns that become party thereto) in connection with a controlled wind down of the HERO Entities’ operations pursuant to, among other things, a pre~~No. 16-~~packaged plan (as amended from time to time, the “Plan”~~11385) ~~filed under chapter 11 of the United States Bankruptcy Code on June 5, 2016 in the United States Bankruptcy Court for the District of Delaware (the “Court”)~~.

On November 21, 2016, the ~~Company~~Court ~~and~~issued a memorandum decision determining to confirm the ~~other~~Debtors’ ~~HERO~~Modified ~~Entities~~Joint ~~entered~~Prepackaged ~~into~~Chapter ~~Amendment~~11 NoPlan (incorporating mediation settlement) (the “Plan”). On November 315, to2016, ~~Restructuring~~the ~~Support~~Court ~~Agreement~~entered an order (the ~~“RSA~~ ~~Amendment~~“Confirmation Order”) ~~with~~confirming ~~each~~the Plan. The Plan contemplates a controlled wind down of the Adoperations ~~Hoc~~of ~~Group~~the ~~Members.~~Debtors ~~Capitalized~~and ~~terms~~certain ~~used~~of the Company’s other domestic and ~~not~~foreign ~~otherwise~~direct ~~defined~~and ~~herein~~indirect ~~have~~subsidiaries (collectively with the ~~meanings~~Debtors, ~~assigned~~the “HERO Entities”). Pursuant to ~~them~~the Plan, all equity interests in the ~~RSA~~Company ~~Amendment~~are being canceled and extinguished and a liquidation trust (referred to in the Plan as the Wind Down Entity, the “Wind Down Entity”) is being formed to sell, monetize or otherwise dispose of the assets of the HERO Entities. ~~Pursuant~~Beneficial interests in the Wind Down Entity will be distributed to former holders of common stock of the ~~RSA~~Company ~~Amendment:~~upon consummation of the Plan.

~~(i)~~A copy of the ~~outside~~Confirmation ~~date~~Order tois ~~enter~~filed aas ~~confirmation~~Exhibit ~~order~~2.1 ~~with~~hereto and is incorporated herein by reference. A copy of the ~~Court~~Plan is filed ~~extended~~as toExhibit ~~November~~2.2 11hereto and is incorporated herein by reference. Information regarding the assets and liabilities of the Debtors, ~~2016~~as of the most recent practicable date, ~~which~~was ~~shall~~included bein athe ~~final~~Monthly ~~order~~Operating onReport orfiled ~~before~~by ~~November~~the 25Debtors with the Court for the period from September 1, 2016; and ending on September 30, 2016 (the “September Monthly Operating Report”). The September Monthly Operating Report is attached hereto as Exhibit 99.3 and described in Item 7.01 below.

~~(ii)~~Item ~~the~~7.01. ~~outside~~Regulation ~~date~~FD ~~to consummate the Plan is extended to December 2, 2016;~~Disclosure.

The Debtors filed a monthly operating report for (~~iii~~i) the period beginning July 1, 2016 and ending July 31, 2016 (the “July ~~amount~~Monthly ofOperating Report”), (ii) the ~~Rejection~~period ~~Lender~~beginning ~~Wind~~August 1, ~~Down~~2016 ~~Claim~~and ending August 31, 2016 (asthe ~~defined~~“August inMonthly Operating Report”) and (iii) the ~~Restructuring~~September ~~Support~~Monthly Operating ~~Agreement~~Report (collectively with the July Monthly Operating Report, the August Monthly Operating Report and the September Monthly Operating Report, the “Monthly Operating Reports”) iswith ~~reduced~~the byCourt. ~~$32~~The July Monthly Operating Report, the August Monthly Operating Report and the September Monthly Operating Report are furnished as Exhibits 99.51, ~~million~~99.2 and 99.3, respectively, to ~~$546~~this Current Report on Form 8-K and are incorporated herein by reference.5 ~~million;~~

~~(iv)~~The ifinformation in this Item 7.01 and the ~~class~~exhibits ofhereto ~~Company~~are ~~common~~being ~~stock~~furnished, ~~(“HERO~~not ~~Common~~filed. ~~Stock”)~~Accordingly, ~~votes~~such toinformation ~~reject~~will ~~the~~not ~~Plan,~~be incorporated ~~the~~by ~~pro~~reference ~~rata~~into ~~amount~~any ~~that~~registration ~~each~~statement ~~holder~~filed by the Company under the Securities Act of ~~HERO~~1933, ~~Common~~as ~~Stock~~amended. ~~receives~~By isfiling ~~increased~~this toForm ~~also~~8-K ~~include~~and furnishing this information, the ~~Rejection~~Company ~~Shareholder~~makes ~~Cash~~no ~~Distribution~~statement (or admission as ~~defined~~to the materiality of any information in Item 7.01 or the ~~Plan);~~exhibits hereto.

~~(v)~~Cautionary ~~under~~Statement ~~the~~Regarding ~~terms~~Monthly ofOperating ~~the~~Reports Plan, holders of HERO Common Stock (except for holders of HERO Common Stock that are also First Lien Lenders that are parties to the Restructuring Support Agreement) are not deemed to be released or deemed to have given releases with respect to certain claims or causes of action under the Plan; if the class of HERO Common Stock holders vote to reject the Plan, and upon the payment in full of the Lender Wind Down Claim (as defined in the Restructuring Support Agreement), the two members of the Wind Down Entity Board (as defined in the Restructuring Support Agreement) designated by the Requisite Consenting Lenders (as defined in the Restructuring Support Agreement) shall be replaced by two members designated by the Equity Committee provided, that the Equity Committee shall have designated such members by 11:59 p.m. (Eastern Time) on October 11, 2016;

~~(vi)~~The ifCompany cautions investors and potential investors not to place undue reliance upon the ~~class~~information contained in the Monthly Operating Reports, which were not prepared for the purpose of ~~HERO~~providing ~~Common~~the ~~Stock~~basis ~~holders~~for ~~vote~~an investment decision relating to ~~reject~~any of the ~~Plan~~securities of the Company. Each Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the ~~Wind~~purpose ~~Down~~of ~~Entity~~complying with the monthly reporting requirements applicable in the Chapter 11 Case and is in a format acceptable to the U.S. Trustee (as defined in the ~~Restructuring~~Plan). ~~Support~~The ~~Agreement)~~forecasts ~~shall~~contained ~~make~~in ~~distributions~~each ~~(i)~~Monthly ~~first,~~Operating Report onreflect ~~account~~estimates and assumptions made by management of the ~~Rejection~~Company ~~Shareholder~~with ~~Cash~~respect ~~Distribution~~to cash receipts and disbursements, ~~(ii)~~as ~~after~~well as numerous other factors. These factors are difficult to predict accurately and in many cases are outside of the Company’s ~~Rejection~~control. ~~Shareholder~~Consequently, ~~Cash~~it ~~Distribution~~is ~~has~~likely ~~been~~that ~~funded~~actual results will differ from those reflected in ~~full~~the Monthly Operating Reports and such differences may be significant. The Company has not made and does not make any representation to any person regarding the Company’s future results. Furthermore, onthe ~~account~~Company is not required to publicly update the Monthly Operating Reports to reflect more current facts or estimates or the occurrence of future events, including if the ~~Rejection~~facts, estimates ~~Lender~~and ~~Wind~~assumptions ~~Down~~upon ~~Claim~~which each Monthly Operating Report is based are erroneous. The Monthly Operating Reports were not audited or reviewed by independent accountants, were not prepared in accordance with generally accepted accounting principles in the United States, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment (~~iii~~which may be material) ~~after~~and ~~payment~~reconciliation. inThere ~~full~~can ofbe no assurance that, from the ~~Rejection~~perspective ~~Lender~~of ~~Wind~~an ~~Down~~investor ~~Claim~~or potential investor in the Company’s securities, the Monthly Operating Reports are complete. Each Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to ~~holders~~the ofSecurities ~~Wind~~Exchange ~~Down~~Act ~~Entity~~of ~~Interests~~1934, onas aamended ~~pro~~(the ~~rata~~“Exchange ~~basis;~~Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

(vii) the provisions relating to the severance and incentive plans for the Executives (as defined in the Restructuring Support Agreement) were comprehensively updated.

The RSA Amendment was necessitated by a change to the timeline of the Debtors’ chapter 11 cases occasioned by the agreement of the Debtors, the Ad Hoc Group and the official committee of equity security holders appointed in the Debtors’ chapter 11 cases to participate in, and the determination by the Court to order, mediation with respect to certain objections filed to the Plan and related matters, as well as certain modifications to the Restructuring Support Agreement and the Plan that were agreed to by the parties. Court-ordered mediation before The Honorable Christopher S. Sontchi took place on September 6, 2016 (the “Mediation”). In connection with the Mediation, the Debtors and the Ad Hoc Group reached a settlement (the “Mediation Settlement”), which related to, among other things, the First Lien Claim Reduction Amount (as defined in the Plan) and the Rejection Shareholder Cash Distribution. The Court hearing to consider the confirmation of the Plan, incorporating the Mediation Settlement, commenced on September 22, 2016 and concluded on September 27, 2016. On November 1, 2016, the Court issued an opinion confirming the Plan.

The summary of the RSA Amendment set forth above does not purport to be complete, and is qualified in its entirety by reference to the RSA Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed in that certain Current Report on Form 8-K, dated September 1, 2016, on August 31, 2016, Hercules Offshore Middle East Ltd. (the “Seller”), a subsidiary of the Company, entered into a purchase and sale agreement (the “Purchase Agreement”) with Advanced Energy Systems (ADES) S.A.E. (the “Buyer”). On November 2, 2016, the Buyer completed the purchase from the Seller of three jack-up drilling rigs named Hercules 261, Hercules 262 and Hercules 266 in their entirety, together with everything onboard or onshore, if any, relating solely to such rigs, including all mentioned or unmentioned provisions, spare parts and equipment onboard, rig site inventory, drawings, operating manuals, maintenance records, service contracts and all other documents pertaining to them for $65,088,800 in cash.

The summary of the Purchase Agreement set forth above does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated into this Item 2.01 by reference.

Item 8.01 Other Events.

The gross proceeds received from the sale described in Item 2.01 above were consistent with the estimate that informed the Debtors’ updated recovery analysis filed with the Court on September 15, 2016, and the estimate as to total proceeds to be obtained by the Debtors and their non-Debtor affiliates set forth therein has not changed in any material respect since that filing was made.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
Exhibit Number		Description
2.1		~~Purchase~~Confirmation ~~and~~Order ~~Sale~~for ~~Agreement,~~Joint ~~dated~~Prepackaged ~~August~~Chapter ~~31,~~11 ~~2016, by and between Hercules Offshore Middle East Ltd~~Plan. and Advanced Energy Systems (ADES) S.A.E. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on September 1, 2016 and incorporated herein by reference). *
10.1		Amendment No. 3 to Restructuring Support Agreement, dated as of November 2, 2016, by and among Hercules Offshore, Inc. and certain of its U.S. domestic direct and indirect subsidiaries and certain lenders therein.
2.2		Debtors’ Modified Joint Prepackaged Chapter 11 Plan.
*		The exhibits and schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such omitted exhibits and schedules to the Securities and Exchange Commission upon request.
99.1		Monthly Operating Report for the period beginning July 1, 2016 and ending July 31, 2016.
99.2		Monthly Operating Report for the period beginning August 1, 2016 and ending August 31, 2016.
99.3		Monthly Operating Report for the period beginning September 1, 2016 and ending September 30, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HERCULES OFFSHORE, INC.
Date: November 7, 2016	By:	/s/ Beau M. Thompson
Date: November 17, 2016	By:	/s/ Beau M. Thompson
		Beau M. Thompson
		Senior Vice President, General Counsel and Secretary
		Senior Vice President, General Counsel
		and Secretary

EXHIBIT INDEX

Exhibit Number		Description
2.1		~~Purchase~~Confirmation ~~and~~Order ~~Sale~~for ~~Agreement,~~Joint ~~dated~~Prepackaged ~~August~~Chapter ~~31,~~11 ~~2016, by and between Hercules Offshore Middle East Ltd~~Plan. and Advanced Energy Systems (ADES) S.A.E. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on September 1, 2016 and incorporated herein by reference). *
10.1		Amendment No. 3 to Restructuring Support Agreement, dated as of November 2, 2016, by and among Hercules Offshore, Inc. and certain of its U.S. domestic direct and indirect subsidiaries and certain lenders therein.
2.2		Debtors’ Modified Joint Prepackaged Chapter 11 Plan.
*		The exhibits and schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such omitted exhibits and schedules to the Securities and Exchange Commission upon request.
99.1		Monthly Operating Report for the period beginning July 1, 2016 and ending July 31, 2016.
99.2		Monthly Operating Report for the period beginning August 1, 2016 and ending August 31, 2016.
99.3		Monthly Operating Report for the period beginning September 1, 2016 and ending September 30, 2016.

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