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 (Date of earliest event reported): November 21, 2011
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34037 | 75-2379388 | ||
| (State or other jurisdiction) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 601 Poydras St., Suite 2400, New Orleans, Louisiana | 70130 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(504) 587-7374
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 8.01 | Other Events |
On November 21, 2011, Superior Energy Services, Inc. (the “Company”) issued a press release announcing the offering of $700.0 million of new senior unsecured notes (the “Notes”) by SESI, L.L.C. (“SESI”), its direct, wholly-owned subsidiary.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| 99.1 | Press release by Superior Energy Services, Inc., dated November 21, 2011, announcing the offering by SESI, L.L.C. of $700.0 million of senior unsecured notes. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUPERIOR ENERGY SERVICES, INC. | ||
| By: | /s/ Robert S. Taylor | |
| Robert S. Taylor | ||
| Chief Financial Officer | ||
Dated: November 21, 2011
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release by Superior Energy Services, Inc., dated November 21, 2011, announcing the offering by SESI, L.L.C. of $700.0 million of senior unsecured notes. | |
Exhibit 99.1
|
|
601 Poydras Street | |
| Suite 2400 | ||
| New Orleans, Louisiana 70130 | ||
| (504) 587-7374 | ||
| Fax: (504) 362-1818 | ||
| NYSE: SPN |
FOR FURTHER INFORMATION CONTACT:
David Dunlap, CEO; Robert Taylor, CFO;
Greg Rosenstein, VP of Investor Relations, (504) 587-7374
Superior Energy Services, Inc. Announces $700 Million Senior Note Offering
NEW ORLEANS, La., November 21, 2011 — Superior Energy Services, Inc. (NYSE: SPN) announced today that SESI, L.L.C. (“SESI”), a direct, wholly-owned subsidiary of the Company, is proposing to offer in a private placement $700.0 million in aggregate principal amount of senior unsecured notes due 2021 (the “Notes”). The Notes being offered by SESI have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S of the Securities Act.
The Company intends to use the net proceeds from this offering, together with cash on hand and the proceeds of a term loan and borrowings under a revolving credit tranche of its senior credit facility, which it intends to amend and restate, to pay the cash consideration component of the Company’s announced acquisition of Complete Production Services, Inc. (“Complete”), satisfy and discharge the indenture governing Complete’s existing 8.0% senior notes due 2016, repay any amounts outstanding on the closing of the acquisition under, and terminate, Complete’s senior secured credit facility and pay related fees and expenses.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.