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): December 12, 2006

SUPERIOR ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction)		0-20310 (Commission File Number)		75-2379388 (IRS Employer Identification No.)

1105 Peters Road, Harvey, Louisiana (Address of principal executive offices)		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.

     On December 12, 2006, immediately following the effectiveness of the acquisition of Warrior Energy Services Corporation (“Warrior”) by Superior Energy Services, Inc. (the “Company”) pursuant to the merger of Warrior with and into SPN Acquisition Sub, Inc., a subsidiary of the Company (“Merger Sub”), described more fully in Item 2.01 below, the Company, SESI, L.L.C., a subsidiary of the Company (“SESI”), Merger Sub (now renamed Warrior Energy Services Corporation), certain other subsidiaries of the Company (the “Subsidiary Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), entered into two Supplemental Indentures. One Supplemental Indenture (the “Senior Notes Supplemental Indenture”) was entered into pursuant to the Indenture dated as of May 22, 2006 (the “Senior Notes Indenture”), by and among the Company, SESI, the Subsidiary Guarantors and the Trustee, with respect to SESI’s 6-⁷/8% Senior Notes due 2014 (the “Senior Notes”). The other Supplemental Indenture (the “Senior Exchangeable Notes Supplemental Indenture,” together with the Senior Notes Supplemental Indenture, the “Supplemental Indentures”) was entered into pursuant to the Indenture dated as of December 12, 2006 (the “Senior Exchangeable Notes Indenture,” together with the Senior Notes Indenture, the “Indentures”), by and among the Company, SESI, the Subsidiary Guarantors and the Trustee, with respect to SESI’s 1.50% Senior Exchangeable Notes due 2026 (the “Senior Exchangeable Notes,” together with the Senior Notes, the “Notes”). The purpose of the Supplemental Indentures is to amend the Indentures to add Merger Sub as a Guarantor with respect to the Notes, effective as of the date of the Supplemental Indentures.

     The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     Effective as of 5:00 p.m., Eastern Standard Time, on December 12, 2006, the Company acquired Warrior through the merger (the “Merger”) of Warrior with and into Merger Sub. Upon the effectiveness of the Merger, Merger Sub changed its name to Warrior Energy Services Corporation. The Merger was effected pursuant to an Agreement and Plan of Merger dated September 22, 2006, by and among the Company, Merger Sub and Warrior (the “Merger Agreement”). Pursuant to the Merger Agreement, each share of outstanding Warrior common stock was converted into the right to receive $14.50 in cash, without interest, and .452 shares of the Company’s common stock.

     The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K filed and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

     On December 12, 2006, the Company issued a press release announcing the completion of the Warrior acquisition. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and the description of the press release is qualified in its entirety by reference to such Exhibit.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

     Financial statements required by Item 9.01(a) for the Warrior acquisition noted in Item 2.01 herein are not available at this time and will be filed by amendment as soon as practicable, but not later than February 27, 2007.

(b)

Pro Forma Financial Information.

     Unaudited pro forma financial information required by Item 9.01(b) for the Warrior acquisition noted in Item 2.01 herein is not available at this time and will be filed by amendment as soon as practicable, but not later than February 27, 2007.

	(d)		Exhibits.
	2.1		Agreement and Plan of Merger, dated September 22, 2006, by and among Superior Energy Services, Inc., SPN Acquisition Sub, Inc. and Warrior Energy Services Corporation (incorporated herein by reference to the Company’s Current Report on Form 8-K filed September 25, 2006).
	4.1		Supplemental Indenture, dated December 12, 2006, by and among Warrior Energy Services Corporation, SESI, L.L.C., the other Guarantors (as defined in the Indenture referred to therein) and The Bank of New York Trust Company, N.A., as trustee.
	4.2		Supplemental Indenture, dated December 12, 2006, by and among Warrior Energy Services Corporation, SESI, L.L.C., the other Guarantors (as defined in the Indenture referred to therein) and The Bank of New York Trust Company, N.A., as trustee.
	99.1		Press release issued by Superior Energy Services, Inc., dated December 12, 2006.

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.

Dated: December 13, 2006

EXHIBIT INDEX

Exhibit
Number				Description
	2.1			Agreement and Plan of Merger, dated September 22, 2006, by and among Superior Energy Services, Inc., SPN Acquisition Sub, Inc. and Warrior Energy Services Corporation (incorporated herein by reference to the Company’s Current Report on Form 8-K filed September 25, 2006).
	4.1			Supplemental Indenture, dated December 12, 2006, by and among Warrior Energy Services Corporation, SESI, L.L.C., the other Guarantors (as defined in the Indenture referred to therein) and The Bank of New York Trust Company, N.A., as trustee.
	4.2			Supplemental Indenture, dated December 12, 2006, by and among Warrior Energy Services Corporation, SESI, L.L.C., the other Guarantors (as defined in the Indenture referred to therein) and The Bank of New York Trust Company, N.A., as trustee.
	99.1			Press release issued by Superior Energy Services, Inc., dated December 12, 2006.

Exhibit 4.1

SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 12, 2006, among Warrior Energy Services Corporation (the “Guaranteeing Subsidiary”), a subsidiary of SESI, L.L.C., a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 22, 2006 providing for the issuance of 6-⁷/8% Senior Notes due 2014 (the “Notes”);

     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

     3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, organizer, employee, manager, incorporator, stockholder, member or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

     7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[Signature pages follow.]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Exhibit 4.2

SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 12, 2006, among Warrior Energy Services Corporation (the “Guaranteeing Subsidiary”), a subsidiary of SESI, L.L.C., a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of December 12, 2006 (the “Indenture”), providing for the issuance of 1.50% Senior Exchangeable Notes due 2026 (the “Securities”);

     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Securities and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and

     WHEREAS, pursuant to Section 3.09 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

     1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 13 thereof.

     3. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary (other than the Company or a Guarantor in its capacity as a stockholder of a Subsidiary), as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Securities, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder of the Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

     4. New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

     5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

     7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[Signature pages follow.]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Exhibit 99.1

1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321
Fax (504) 362-1818
NYSE: SPN

FOR IMMEDIATE RELEASE		FOR FURTHER INFORMATION CONTACT:
		Terence Hall, CEO; Robert Taylor, CFO;
		Greg Rosenstein, VP of Investor Relations, 504-362-4321

SUPERIOR COMPLETES ACQUISITION OF WARRIOR ENERGY SERVICES CORPORATION

Harvey, LA — December 12, 2006. Superior Energy Services, Inc. (NYSE: SPN) announced today that it has completed its acquisition of Warrior Energy Services Corporation (“Warrior”) following approval by Warrior’s stockholders at a special meeting of stockholders held today.

     As a result of the merger, each share of Warrior common stock has been converted into the right to receive $14.50 in cash and 0.452 shares of Superior common stock. Information regarding the exchange of share certificates will be sent to Warrior stockholders.

     Commenting on the acquisition of Warrior, Terence E. Hall, Superior’s Chief Executive Officer and Chairman of the Board, said, “We look forward to implementing growth plans that we believe will create one of North America’s largest providers of premium production-related services, participating in both the offshore Gulf of Mexico and key domestic land market areas.”

     Superior Energy Services is a leading provider of specialized oilfield services and equipment focused on serving the production-related needs of oil and gas companies primarily in the Gulf of Mexico and the drilling-related needs of oil and gas companies in the Gulf of Mexico and select international market areas. The Company uses its production-related assets to enhance, maintain and extend production and, at the end of an offshore property’s economic life, plug and decommission wells. Superior Energy Services also owns and operates mature oil and gas properties in the Gulf of Mexico.

     This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which involve known and unknown risks, uncertainties and other factors. Among the factors that could cause actual results to differ materially are: volatility of the oil and gas industry, including the level of exploration, production and development activity; risks associated with Superior Energy Services’ rapid growth; changes in competitive factors and other material factors that are described from time to time in Superior Energy Services’ filings with the Securities and Exchange Commission. Actual events, circumstances, effects and results may be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Consequently, the forward-looking statements contained herein should not be regarded as representations by Superior Energy Services or any other person that the projected outcomes can or will be achieved.

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