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 ~~the~~report ~~Securities~~(date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): December 2, 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 1.01. Entry into a Material Definitive Agreement.

On December 2, 2016, Hercules British Offshore Limited (the “Seller”), a subsidiary of Hercules Offshore, Inc. (the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Magni Drilling Limited (the “Buyer”). The Buyer is purchasing from the Seller two jack-up drilling rigs named Hercules Triumph (IMO 8771320) and Hercules Resilience (IMO 8771332) in their entirety, together with everything onboard, including all broached and unbroached provisions, spare parts and equipment onboard or onshore, rig site inventory, drawings, operating manuals, maintenance records, service contracts and all other documents pertaining to them for $130 million in cash. The Purchase Agreement is expected to close on or before January 10, 2017, subject to certain closing conditions.

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 1.01 by reference.

Item 1.03. Bankruptcy or Receivership.

As previously disclosed by ~~Hercules Offshore, Inc. (~~the “Company”) on the Current Report on Form 8-K filed on June 6, 2016, the Company and certain of its U.S. domestic direct and indirect subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (“Chapter 11”) on June 5, 2016 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 case ~~(the “Chapter 11 Case”)~~ is being administered under the caption In re: Hercules Offshore, Inc. (Case No. 16-11385).

On November 115, 2016, the Bankruptcy Court ~~issued~~entered aan ~~memorandum~~order ~~decision determining~~confirming ~~to confirm~~ the Debtors’ Modified Joint Prepackaged Chapter 11 Plan (incorporating mediation settlement) (the “Plan of Liquidation”). On ~~November~~December 152, 2016, ~~the~~all ~~Court~~applicable ~~entered~~conditions anset ~~order~~forth ~~(the~~in ~~“Confirmation Order”) confirming~~ the Plan. ~~The~~of ~~Plan~~Liquidation ~~contemplates~~were asatisfied ~~controlled~~or ~~wind~~waived ~~down~~and of the effective ~~operations~~date of the ~~Debtors~~Plan ~~and certain~~ of ~~the~~Liquidation ~~Company’s~~occurred ~~other domestic and foreign direct and indirect subsidiaries~~ (~~collectively with~~ the ~~Debtors, the~~ “~~HERO~~Effective ~~Entities~~Date”). ~~Pursuant~~The ~~to the Plan, all equity interests in the~~ Company ~~are~~filed ~~being canceled and extinguished and~~ a ~~liquidation~~Notice ~~trust~~of ~~(referred~~Effective toDate inof the Plan asof ~~the~~Liquidation ~~Wind~~with ~~Down Entity,~~ the ~~“Wind~~Bankruptcy ~~Down Entity”)~~Court ison ~~being formed to sell~~December 2, ~~monetize~~2016 ~~or otherwise dispose of~~ (the ~~assets~~“Notice of Effective ~~the HERO Entities~~Date”). ~~Beneficial~~A ~~interests~~copy inof the ~~Wind~~Notice ~~Down~~of ~~Entity~~Effective ~~will~~Date beis ~~distributed~~attached tohereto ~~former~~as ~~holders~~Exhibit of99.1 ~~common~~and ~~stock~~is ofincorporated ~~the~~herein ~~Company~~by ~~upon consummation of the Plan~~reference.

AThe ~~copy~~registered ofsecurities ~~the~~cancelled ~~Confirmation~~on ~~Order~~the isEffective ~~filed~~Date asincluded ~~Exhibit~~all ~~2.1 hereto and is incorporated herein by reference. A copy~~ of the ~~Plan~~Company’s ~~is filed~~common asstock, ~~Exhibit 2~~$0.201 ~~hereto~~par ~~and~~value isper share ~~incorporated herein by reference. Information regarding~~ (the ~~assets~~“Common ~~and liabilities of the Debtors~~Stock”), as ofwell ~~the~~as ~~most recent practicable date, was included in~~ the ~~Monthly~~Company’s ~~Operating~~warrants ~~Report~~to ~~filed~~purchase by the ~~Debtors~~Common ~~with~~Stock ~~the Court~~exercisable ~~for~~on ~~the~~or ~~period~~before ~~from September~~November 18, ~~2016~~2021 ~~and ending on September 30, 2016~~ (the “~~September Monthly Operating Report~~Warrants”). ~~The September Monthly Operating Report is attached hereto as Exhibit 99.3 and described in Item 7.01 below.~~

~~Item~~The ~~7.01.~~Common ~~Regulation~~Stock FDand ~~Disclosure~~the Warrants were cancelled and extinguished on the Effective Date.

The ~~Debtors~~Company ~~filed~~intends ato ~~monthly~~file ~~operating~~Form ~~report~~15 ~~for~~filings ~~(i)~~ with the ~~period~~Securities ~~beginning July 1, 2016~~ and ~~ending~~Exchange ~~July 31,~~Commission ~~2016~~ (the ~~“July~~ ~~Monthly Operating Report~~“SEC”), for ~~(ii)~~ the ~~period~~purpose ~~beginning~~of ~~August 1,~~terminating ~~2016~~the ~~and~~registration ~~ending~~of ~~August 31, 2016 (~~the ~~“August~~Common ~~Monthly~~Stock ~~Operating Report”)~~ and ~~(iii)~~ the ~~September~~Warrants ~~Monthly Operating~~under ~~Report (collectively with~~ the ~~July~~Securities ~~Monthly~~Exchange ~~Operating~~Act ~~Report~~of 1934, ~~the~~as ~~August~~amended ~~Monthly Operating Report and~~ (the ~~September Monthly Operating Report, the~~ “~~Monthly~~Exchange ~~Operating Reports~~Act”) ~~with the Court~~. ~~The~~Upon ~~July~~filing ~~Monthly Operating Report,~~ the ~~August~~Form ~~Monthly~~15 ~~Operating~~for ~~Report and~~ the ~~September~~Common ~~Monthly Operating Report are furnished as Exhibits 99.1~~Stock, ~~99.2~~the ~~and~~Company ~~99.3,~~will immediately ~~respectively,~~cease tofiling ~~this~~any ~~Current~~further ~~Report~~periodic onor ~~Form~~current ~~8-K~~reports ~~and~~under ~~are~~the ~~incorporated~~Exchange ~~herein by reference~~Act.

~~The~~Cautionary ~~information~~Statement inRegarding this Item 7.01 and the exhibits hereto are being furnished, not filed. Accordingly, such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended. By filing this Form 8Forward-KLooking ~~and furnishing this information, the Company makes no statement or admission as to the materiality~~Statements ~~of any information in Item 7.01 or the exhibits hereto.~~

~~Cautionary~~This ~~Statement~~Current ~~Regarding~~Report ~~Monthly~~on ~~Operating~~Form ~~Reports~~8-K includes forward-looking statements as defined under federal law. Although the Company believes that its expectations are based upon reasonable assumptions, no assurance can be given that the Company’s goals will be achieved, including statements regarding its ability to close the Purchase Agreement and filing the Form 15 filings with the SEC as indicated above. Actual results may vary materially. The Company undertakes no obligation to publicly update or revise any forward-looking statement.

~~The~~2 Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. Each Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of 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 Plan). The forecasts contained in each Monthly Operating Report reflect estimates and assumptions made by management of the Company with respect to cash receipts and disbursements, as well as numerous other factors. These factors are difficult to predict accurately and in many cases are outside of the Company’s control. Consequently, it is likely that actual results will differ from those reflected in 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, the 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 facts, estimates and assumptions upon 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 (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor 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 the Securities Exchange Act of 1934, as amended (the “Exchange 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.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Plan of Liquidation provides that the terms of all directors and officers of all the Debtors shall be deemed to have expired on the Effective Date. As of the Effective Date, the members of the board of directors of the Company (the “Board”) resigned from the Board.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
ExhibitNumber		Description
2.1		~~Confirmation~~Purchase ~~Order~~and ~~for~~Sale ~~Joint~~Agreement, ~~Prepackaged~~dated ~~Chapter~~December 112, ~~Plan~~2016, by and between Hercules British Offshore Limited and Magni Drilling Limited. *
2.2		Debtors’ Modified Joint Prepackaged Chapter 11 Plan.
99.1		Notice of Effective Date.
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.

* 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 SEC upon request.

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 17, 2016	By:	/s/ Beau M. Thompson
Date: December 2, 2016	By:	/s/ Beau M. Thompson
		Beau M. Thompson
		Senior Vice President, General Counsel
		Senior Vice President, General Counsel and Secretary
		and Secretary

EXHIBIT INDEX

Exhibit Number		Description
2.1		~~Confirmation~~Purchase ~~Order~~and ~~for~~Sale ~~Joint~~Agreement, ~~Prepackaged~~dated ~~Chapter~~December 112, ~~Plan~~2016, by and between Hercules British Offshore Limited and Magni Drilling Limited. *
2.2		Debtors’ Modified Joint Prepackaged Chapter 11 Plan.
99.1		Notice of Effective Date.
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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