-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IwAoSPu5y6uuJp7kfk2yD5ZWcBkiG+Ltj/2wdsLaavWNXhIBrZHlb7xPxmrJkI/0 f85wS/iSKe9qwvhzR5NfvQ== 0000950103-05-002239.txt : 20051026 0000950103-05-002239.hdr.sgml : 20051026 20051026180812 ACCESSION NUMBER: 0000950103-05-002239 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051026 FILED AS OF DATE: 20051026 DATE AS OF CHANGE: 20051026 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hercules Offshore, L.L.C. CENTRAL INDEX KEY: 0001330849 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 830402575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11 GREENEWAY PLAZA, SUITE 2950 STREET 2: SUITE 2950 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-979-9300 MAIL ADDRESS: STREET 1: 11 GREENEWAY PLAZA, SUITE 2950 STREET 2: SUITE 2950 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: Hercules Offshore, Inc. DATE OF NAME CHANGE: 20051012 FORMER COMPANY: FORMER CONFORMED NAME: Hercules Offshore, LLC DATE OF NAME CHANGE: 20050621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENHILL CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001120194 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51582 FILM NUMBER: 051158004 BUSINESS ADDRESS: STREET 1: 300 PARK AVE STREET 2: 23RD FL CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 300 PARK AVE STREET 2: 23RD FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENHILL & CO INC CENTRAL INDEX KEY: 0001282977 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51582 FILM NUMBER: 051158005 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-389-1500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCP MANAGING PARTNER, L.P. CENTRAL INDEX KEY: 0001292339 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51582 FILM NUMBER: 051158006 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-389-1500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENHILL CAPITAL PARTNERS, LLC CENTRAL INDEX KEY: 0001292336 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51582 FILM NUMBER: 051158007 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-389-1500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 group_ex.xml X0202 3 2005-10-26 0 0001330849 Hercules Offshore, L.L.C. HERO 0001292336 GREENHILL CAPITAL PARTNERS, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001292339 GCP MANAGING PARTNER, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001282977 GREENHILL & CO INC 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001120194 GREENHILL CAPITAL PARTNERS LP 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 Limited Liability Company Membership Interests 19661 I Through limited partnerships The reporting persons currently own limited liability company interests ("Membership Interests") in Hercules Offshore, LLC ("Hercules"). Hercules is expected to be converted into a corporation immediately prior to the closing date of its initial public offering, at which time, pursuant to the terms of the Amended and Restated Operating Agreement of Hercules Offshore, LLC dated as of October 1, 2004 (as amended), each Membership Interest will be automatically converted into 350 shares of common stock, par value $0.01 per share, of Hercules Offshore, Inc. ("Common Stock"), for a total of 6,881,350 shares of Common Stock. This Form 3 is being filed by more than one reporting person. Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. is the managing general partner of Greenhill Capital Partners, L.P., which is the record owner of 12,166 Membership Interests (which are expected to be converted into 4,258,100 shares of Issuer's Common Stock ), Greenhill Capital Partners (Executives), L.P., which is the record owner of 1,873 Membership Interests (which are expected to be converted into 655,550 shares of Common Stock), Greenhill Capital, L.P., which is the record owner of 3,883 Membership Interests (which are expected to be converted into 1,359,050 shares of Common Stock), and Greenhill Capital Partners (Cayman), L.P., which is the record owner of 1,739 Membership Interests (which are expected to be converted into 608,650 shares of Common Stock). Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein. Greenhill Capital Partners, LLC, By: /s/ V. Frank Pottow, Managing Director 2005-10-26 Greenhill Capital Partners, L.P., By: Greenhill Capital Partners, LLC, its general partner, /s/ V. Frank Pottow, Managing Director 2005-10-26 Greenhill Capital Partners, L.P., By: GCP Managing Partner L.P., its managing general partner, /s/ V. Frank Pottow, Managing Director 2005-10-26 Greenhill & Co. Inc., By: /s/ Scott L. Bok, U.S. President 2005-10-26 GCP Managing Partner L.P., By: Greenhill Capital Partners, LLC, its general partner, /s/ V. Frank Pottow, Managing Director 2005-10-26 -----END PRIVACY-ENHANCED MESSAGE-----