SUPERIOR ENERGY SERVICES, INC. (NYSE:SPN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August3, 2017, Superior Energy Services, Inc. (the “Company”), SESI, L.L.C. (“SESI”), a wholly-owned subsidiary of the Company, and all of the Company’s domestic subsidiaries (other than SESI) that currently guarantee the Company’s revolving credit facility (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) for the sale by SESI of $500,000,000 aggregate principal amount of 7.750% Senior Notes due 2024 (the “Notes”) to J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Wells Fargo Securities, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Hancock Investment Services, Inc. (collectively, the “Initial Purchasers”). The Notes are being sold by SESI in accordance with a private placement conducted to Rule144A and RegulationS under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the sale of the Notes is expected to occur on August17, 2017 (the “Closing Date”), subject to the satisfaction of customary closing conditions.
The Purchase Agreement contains customary representations and warranties on the part of the parties. The Purchase Agreement also contains customary indemnification and contribution provisions whereby the Company, SESI and the Subsidiary Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under applicable securities laws.
SESI will pay interest on the Notes semi-annually on March15 and September15 of each year, commencing March15, 2018. The Notes will mature on September15, 2024. The Notes will be unconditionally guaranteed on a senior unsecured basis by the Company and the Subsidiary Guarantors.
SESI intends to use the net proceeds of the notes offering, together with cash on hand, to satisfy and discharge the indenture relating to, and redeem, the entire $500.0million of the outstanding 6.375% Senior Notes due 2019 issued by SESI. Certain of the Initial Purchasers or their affiliates perform and have performed commercial and investment banking and advisory services for the Company from time to time for which they receive and have received customary fees and expenses. The Initial Purchasers may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business for which they will receive fees and expenses.
In connection with the closing of the transactions contemplated by the Purchase Agreement, on the Closing Date the Company, SESI, the Subsidiary Guarantors and the Initial Purchasers will enter into a registration rights agreement, to which SESI will agree to offer to exchange the Notes for a new issue of substantially identical notes registered under the Securities Act or, in certain circumstances, to file a shelf registration statement to register the Notes under the Securities Act.
The Notes will not be registered under the Securities Act 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 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 Exhibit10.1 and is incorporated herein by reference. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to such exhibit.
On August3, 2017, the Company issued a press release announcing the offering of $500.0million of Notes by SESI, L.L.C. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
On August3, 2017, the Company issued a press release announcing the pricing of the offering by SESI of $500.0million of the Notes. A copy of the press release is attached hereto as Exhibit99.2 and is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Purchase Agreement dated as of August3, 2017, by and among SESI, L.L.C., Superior Energy Services, Inc., the subsidiary guarantors party thereto and J.P. Morgan Securities LLC, as representative of the several initial purchasers named in Schedule1 thereto. |
| 99.1 | Press release by Superior Energy Services, Inc., dated August3, 2017, announcing the offering by SESI, L.L.C. of $500.0million of senior unsecured notes. |
| 99.2 | Press release by Superior Energy Services, Inc., dated August3, 2017, announcing the pricing of the offering by SESI, L.L.C. of $500.0million of senior unsecured notes. |
SUPERIOR ENERGY SERVICES INC ExhibitEX-10.1 2 d373474dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Superior Energy Services,…To view the full exhibit click here
About SUPERIOR ENERGY SERVICES, INC. (NYSE:SPN)
Superior Energy Services, Inc. provides a range of services and products to the energy industry related to the exploration, development and production of oil and natural gas. The Company’s segments include Drilling Products and Services, which rents and sells bottom hole assemblies, drill pipe, tubulars and specialized equipment for use with onshore and offshore oil and gas well drilling, production and workover activities; Onshore Completion and Workover Services, which provides pressure pumping services used to complete and stimulate production in new oil and gas wells, fluid handling services and well servicing rigs that provide a range of well completion and maintenance services; Production Services, which provides intervention services, such as coiled tubing, cased hole and mechanical wireline, hydraulic workover and snubbing, and remedial pumping services, and Technical Solutions, which provides services requiring specialized engineering, manufacturing or project planning.
