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): April 20, 2011
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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001-34037
(Commission File Number)
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75-2379388
(IRS Employer Identification No.) |
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601 Poydras St., Suite 2400, New Orleans, Louisiana
(Address of principal executive offices)
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70130
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 April 20, 2011, Superior Energy Services, Inc. (the “Company”) announced that its direct,
wholly-owned subsidiary SESI, L.L.C. (“SESI”) commenced an offering of $400.0 million of new senior
unsecured notes due 2019 (the “New Notes”). On April 20, 2011, in connection with the issuance and
sale of the New Notes, the Company and SESI entered into a Second Amendment to Second Amended and
Restated Credit Agreement (the “Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent
(the “Administrative Agent”), and the lenders named therein. The Amendment amends that certain
Second Amended and Restated Credit Agreement dated May 29, 2009 (the “Credit Agreement”), among the
Company, SESI, the Administrative Agent and the lenders named therein, to (i) allow SESI to issue
the New Notes and (ii) to exclude from Funded Indebtedness (as defined in the Credit Agreement) the
proceeds from issuance and sale of the New Notes (after repayment of the Revolving Loan, as defined
in the Credit Agreement) retained by SESI in cash or cash equivalents until December 30, 2011.
The foregoing description of the Amendment is a summary only and is qualified in its entirety
by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 2.02 Results of Operation and Financial Condition.
The information contained in Item 7.01 of this Current Report on Form 8-K is furnished
pursuant to this Item 2.02.
Item 7.01 Regulation FD Disclosure.
Financial Data
Preliminary estimates of the financial metrics for the fiscal quarter ended March 31, 2011 for
the Company listed below were contained in the preliminary offering memorandum dated April 20,
2011, relating to the proposed offering by SESI of the New Notes.
Revenue for the fiscal quarter ended March 31, 2011 is expected to be between $400.0 million
and $420.0 million, and earnings before interest, taxes, depreciation, depletion, amortization and
accretion, gain on sale of businesses and other income (“EBITDA”) for the fiscal quarter
ended March 31, 2011 is expected to be between $90.0 million and $95.0 million.
Our consolidated financial data for the fiscal quarter ended March 31, 2011 presented above
are preliminary, based upon our estimates and subject to completion of our financial closing
procedures. This data has been prepared by and are the responsibility of management. Our
independent registered public accounting firm, KPMG LLP, has not audited, reviewed, compiled or
performed any procedures, and does not express an opinion or any other form of assurance with
respect to this data. This summary is not a comprehensive statement of our financial results for
the period and our actual results may differ materially from these estimates upon the completion of
our financial closing procedures, final adjustments and other developments that may arise between
now and the time the financial results for this period are finalized.
We have provided a range for the preliminary results described above primarily because our
financial closing procedures for the fiscal quarter ended March 31, 2011 are not yet complete and,
as a result, we expect that our final results upon completion of our closing procedures will vary
from our preliminary estimates within the ranges as described above.
The information furnished under Items 2.02 and 7.01 shall not be considered “filed” under the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any
future filing by the Company under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended. The information furnished under Items 2.02 and 7.01 includes
EBITDA, which is a non-GAAP financial measure that differs from measures calculated in accordance
with generally accepted accounting principles in the United States (“GAAP”).
Forward-Looking Statements
Some of the statements contained in this Current Report on Form 8-K may constitute
“forward-looking statements” within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but
instead represent only our current belief regarding future events, many of which, by their nature,
are inherently uncertain and outside our control. The forward-looking statements contained in this
Current Report on Form 8-K are based on information as of the date of this report, and we do not
intend to update our forward-looking statements, notwithstanding any changes in our assumptions,
changes in our business plans, our actual experience, or other changes, and we undertake no
obligation to update any forward-looking statements. These forward-looking statements may relate
to future industry trends, actions, future performance or results of current and anticipated
initiatives and the outcome of contingencies and other uncertainties that may have a significant
impact on our business, operating results and liquidity. We try, whenever possible, to identify
these statements by using words such as “anticipate,” “believe,” “should,” “estimate,” “expect,”
“plan,” “project” and similar expressions. We caution you that these statements are only
predictions and are not guarantees of future performance. These forward-looking statements and our
actual results, developments and business are subject to certain risks and uncertainties that could
cause actual results and events to differ materially from those anticipated by these statements.
By identifying these statements for you in this manner, we are alerting you to the possibility that
our actual results may differ, possibly materially, from the anticipated results indicated in these
forward-looking statements. For additional information concerning these and other risks and
uncertainties that could affect these statements and the Company’s business see Part I, Item 1A of
the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, as well as other
risks and uncertainties detailed from time to time in the Company’s subsequent filings with the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Second Amendment to Second Amended and Restated Credit Agreement
dated as of April 20, 2011, among Superior Energy Services, Inc.,
SESI, L.L.C., JPMorgan Chase Bank, N.A., and the lenders party
thereto. |