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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): May 17, 2006
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction)
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0-20310
(Commission File Number)
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75-2379388
(IRS Employer Identification No.) |
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1105 Peters Road, Harvey, Louisiana
(Address of principal executive offices)
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70058
(Zip Code) |
(504) 362-4321
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
Sixth Supplemental Indenture
On May 19, 2006, SESI, L.L.C. (the “SESI”), a
wholly-owned subsidiary of Superior Energy
Services, Inc. (the “Company”), in connection
with its ongoing tender offer and consent
solicitation for SESI’s outstanding 87/8% Senior
Notes due 2011 (the “Old Notes”), entered into a
Sixth Supplemental Indenture (the “Supplemental
Indenture”), with The Bank of New York Trust
Company, N.A., as trustee. The Supplemental
Indenture supplements that certain indenture,
dated May 2, 2001, as supplemented (the “Old
Indenture”), governing the Old Notes.
The amendments to the Old Indenture contained in
the Supplemental Indenture require the consent
of the holders of at least a majority of the
aggregate principal amount of the outstanding
Old Notes. As of 5:00 p.m., New York City time,
on May 18, 2006, the Company received consents
from the holders of approximately $195.0 million
in aggregate principal amount, or approximately
97.6%, of the outstanding Old Notes. The
amendments contained in the Supplemental
Indenture eliminate substantially all of the
restrictive covenants and specific events of
default contained in the Old Indenture.
The Supplemental Indenture became operative on
May 22, 2006, the date that the Company accepted
the tendered Old Notes for purchase and
deposited with the depositary an amount of money
sufficient to pay for all such Old Notes.
A copy of the Supplemental Indenture is attached
hereto as Exhibit 4.1 and incorporated herein by
reference. The foregoing description of the
Supplemental Indenture is qualified in its
entirety by reference to such exhibit.
Purchase Agreement
On May 17, 2006, the Company, SESI and
substantially all of the Company’s domestic
subsidiaries (the “Subsidiary Guarantors”)
entered into a purchase agreement (the “Purchase
Agreement”) for the sale by SESI of $300,000,000
aggregate principal amount of 67/8% Senior Notes
due 2014 (the “New Notes”) to Bear, Stearns &
Co. Inc., J.P. Morgan Securities Inc., Howard
Weil Incorporated, Johnson Rice & Company
L.L.C., Pritchard Capital Partners, LLC, Raymond
James & Associates, Inc. and Simmons & Company
International (collectively, the “Initial
Purchasers”). Each of the Company and the
Subsidiary Guarantors executed a notation of
guarantee whereby each such party has agreed to
jointly and severally and fully and
unconditionally guarantee the New Notes on a
senior unsecured basis. The Purchase Agreement
contains customary representations and
warranties on the part of the Company, SESI and
the Subsidiary Guarantors. The closing of the
sale of the New Notes pursuant to the Purchase
Agreement occurred on May 22, 2006.
SESI will pay interest on the New Notes
semi-annually on June 1 and December 1 of each
year, commencing December 1, 2006. The New
Notes will mature on June 1, 2014.
Prior to June 1, 2009, SESI may, at its option,
redeem up to 35% of the New Notes with the net
cash proceeds of sales of the Company’s equity,
at a redemption price of 106.875% of the
principal amount, plus accrued and unpaid
interest, as well as any additional interest
thereon. On or after June 1, 2010, SESI may
redeem all or part of the New Notes at specified
redemption prices. In addition, at any time
prior to June 1, 2010, all or part of the New
Notes may be redeemed at a price equal to 100%
of the principal amount of the New Notes so
redeemed plus a premium equal to the greater of
1% of the principal amount of the New Notes so
redeemed or the excess of the present value of
the redemption price of the New Notes so
redeemed on June 1, 2010, plus all required
interest payments through June 1, 2010 (computed
using a discount rate equal to the applicable
treasury rate as of such redemption date plus 50
basis points) over the principal amount of the
New Notes so redeemed.
The sale of the New Notes was made in a private
placement, with such notes being offered and
sold only to qualified institutional buyers in
compliance with Rule 144A under the Securities
Act of 1933, and outside the United States in
compliance with Regulation S under the
Securities Act of 1933. The New Notes are not
registered under the Securities Act of 1933 or
the securities laws of any other jurisdiction,
and may not be offered or sold in the United
States absent registration under the Securities
Act of 1933 and applicable securities laws of
any other jurisdiction or an available exemption
from these registration requirements.
A copy of the Purchase Agreement is attached
hereto as Exhibit 10.1 and incorporated herein
by reference. The foregoing description of the
Purchase Agreement is qualified in its entirety
by reference to such exhibit.
New Indenture
The New Notes were issued pursuant to an
indenture, dated May 22, 2006 (the “New
Indenture”), by and among the Company, SESI, the
Subsidiary Guarantors and The Bank of New York
Trust Company, N.A., as trustee. The New
Indenture contains affirmative and negative
covenants that will, among other things, limit
the Company’s, SESI’s and the Subsidiary
Guarantors’ ability to incur debt, make
investments, create liens on assets, sell or
dispose of assets or capital stock of
subsidiaries, engage in sale and leaseback
transactions, and effect a consolidation or
merger or sale, transfer, lease, or other
disposition of all or substantially all assets.
The New Indenture also provides for customary
events of default, including payment defaults,
breaches of covenants, failure to pay judgments
and events of bankruptcy, insolvency and
reorganization. If an event of default occurs
and is continuing, the principal amount of the
New Notes, plus accrued and unpaid interest, if
any, may be declared immediately due and
payable. These amounts automatically become due
and payable if an event of default relating to
specified events of bankruptcy, insolvency or
reorganization occurs.
A copy of the New Indenture is attached hereto
as Exhibit 4.2 and incorporated herein by
reference. The foregoing description of the New
Indenture is qualified in its entirety by
reference to such exhibit.
Registration Rights Agreement
In connection with the sale of the New Notes, on
May 22, 2006, the Company, SESI and the
Subsidiary Guarantors entered into a
registration rights agreement with the Initial
Purchasers (the “Registration Rights
Agreement”). Pursuant to the Registration
Rights Agreement, the Company, SESI and the
Subsidiary Guarantors have agreed to file with
the Securities and Exchange Commission within 90
days of the closing under the Purchase Agreement
a registration statement to allow the holders of
the New Notes to exchange the New Notes and the
related guarantees for registered notes and
guarantees having substantially identical terms
as the New Notes and related guarantees, and
evidencing the same indebtedness of SESI as the
New Notes. The Company, SESI and the Subsidiary
Guarantors are further obligated to use their
commercially reasonable efforts to cause the
registration statement to become effective under
the Securities Act of 1933 within 180 days of
the closing under the Purchase Agreement.
If the Company, SESI and the Subsidiary
Guarantors fail to comply with their obligations
under the Registration Rights Agreement, SESI
may be required to pay additional interest, as
calculated in the Registration Rights Agreement,
with respect to the New Notes.
A copy of the Registration Rights Agreement is
attached hereto as Exhibit 10.2 and incorporated
herein by reference. The foregoing description
of the Registration Rights Agreement is
qualified in its entirety by reference to such
exhibit.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this report with respect
to the purchase and sale of the New Notes and the New Indenture is
incorporated herein by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On May 18, 2006, the
Company issued the press
releases attached hereto
as Exhibits 99.1 and
99.2, respectively, and
incorporated herein by
reference.
In accordance with
General Instruction B.2.
of Form 8-K, the
information presented
herein shall not be
deemed “filed” for
purposes of Section 18 of
the Securities Exchange
Act of 1934, as amended,
nor shall it be deemed
incorporated by reference
in any filing under the
Securities Act of 1933,
as amended, except as
expressly set forth by
specific reference in
such a filing.