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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): February 1, 2010
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
(Registrants 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 2.02 Results of Operations and Financial Condition.
On February 1, 2010, Superior Energy Services, Inc. (the Company) issued a press release
announcing, among other things, the details of certain charges that are expected to impact fourth
quarter 2009 earnings. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference. In accordance with General Instruction
B.2. of Form 8-K, the information furnished in this Item 2.02 and Exhibit 99.1 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.
Item 8.01 Other Events.
In the February 1, 2010 press release described in Item 2.02, the Company also announced the
completion on January 26, 2010, of its acquisition of Hallin Marine Subsea International Plc
(Hallin). The Company paid approximately $162 million to acquire all of the equity of Hallin and
repaid approximately $55 million of Hallins debt.
On February 1, 2010, the Company issued a press release announcing that the Company has
acquired from Shell Offshore Inc. the Bullwinkle platform and related assets located in the Gulf of
Mexico, and subsequently has sold an undivided 49% interest in those assets to Dynamic Offshore
Resources, LLC, which will operate the assets. A copy of the Companys press release is attached
as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number |
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Description |
99.1
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Press release issued by Superior Energy Services, Inc.,
dated February 1, 2010. |
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99.2
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Press release issued by Superior Energy Services, Inc.,
dated February 1, 2010. |
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.
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SUPERIOR ENERGY SERVICES, INC.
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By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Chief Financial Officer |
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Dated: February 2, 2010
exv99w1
Exhibit 99.1
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601 Poydras St., Suite 2400
New Orleans, LA 70130
NYSE: SPN
(504) 587-7374
Fax: (504) 362-1818 |
FOR FURTHER INFORMATION CONTACT:
Terence Hall, CEO; Robert Taylor, CFO;
Greg Rosenstein, VP of Investor Relations, (504) 587-7374
Superior Energy Completes Hallin Marine Acquisition, Details
Fourth Quarter 2009 Charges, and Provides 2010 Earnings
Guidance
Company to host conference call at 11 a.m. Eastern time tomorrow
New Orleans, La., February 1, 2010 Superior Energy Services, Inc. (NYSE: SPN) today
announced the following:
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The previously announced acquisition of Hallin Marine Subsea International Plc
(Hallin) has been completed. |
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In the fourth quarter of 2009, the Company will incur a non-cash, pre-tax impairment
charge of approximately $120 million related to domestic land well intervention assets,
pre-tax expenses of $69 million related to increases in the estimated total cost of the
wreck removal project, and pre-tax charges of $16 million for miscellaneous items outlined
below. As a result, the GAAP loss per share for the fourth quarter of 2009 is expected to
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Earnings per share, without considering the aforementioned charges and expenses, is
expected to be between approximately $0.19 and $0.23 for the fourth quarter of 2009. |
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Additionally, during the fourth quarter of 2009, the Company incurred downtime on
certain marine assets that had an estimated pre-tax impact of $8 million. |
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The Company is issuing 2010 earnings per share guidance of $1.50 to $1.70. |
Superior Closes Acquisition of Hallin Marine Subsea International Plc
Superior closed its previously announced acquisition of Hallin on January 26, 2010. The Company
paid approximately $162 million to acquire all of the equity in Hallin. In addition, the Company
extinguished Hallins debt of approximately $55 million.
Hallin is an international provider of integrated subsea services and engineering solutions,
focused on installing, maintaining and extending subsea wells. Hallin operates in most
international offshore oil and gas markets with offices and facilities located in Singapore,
Jakarta, Indonesia; Perth, Australia; Aberdeen, Scotland; and Houston, Texas. For more information
on Hallin, visit its website at www.hallinmarine.com.
Details of Special Charges and Project Cost Increases
The Company announced today that its fourth quarter 2009 earnings will be impacted by a non-cash,
pre-tax impairment charge of up to approximately $120 million ($0.98 per share) related to the
Companys domestic land well intervention assets and pre-tax charges of approximately $16 million
($0.13 per share) associated with transaction-related expenses for the Hallin acquisition, a write
down of components from one of the Companys 265-ft. class liftboats and a reduction of the net
realizable value of accounts receivable related to continuing economic uncertainties in Venezuela.
In addition, the Company has increased the estimated total cost of the wreck removal project,
resulting in an increase in pre-tax expenses of approximately $69 million ($0.56 per share) in the
fourth quarter of 2009. The project is still expected to be completed by mid-year 2010 and is still
expected to generate the gross profit margin originally anticipated when the project commenced in
January 2008. In January 2010, the Company received cash payments of approximately $69 million and
expects to collect the remaining $280 million payable for the project by the end of the third
quarter of 2010.
Details of Marine Asset Downtime
The Companys operating earnings were impacted by downtime associated with the removal of the
Companys two 265-ft. class liftboats from the fleet in early November (estimated pre-tax impact of
$4 million, or $0.03 per share) following Hurricane Ida. Both liftboats are expected to return to
service by mid-year 2010. In addition, an inspection, repair and maintenance project in Angola was
suspended by the customer for economic reasons (estimated pre-tax income of $4 million, or $0.03
per share). The vessel chartered for the Angola project returned to work in January.
Superior Provides 2010 Earnings Guidance
The Company expects that its 2010 earnings per share will be between approximately $1.50 and $1.70.
Terry Hall, Chairman and CEO of Superior Energy Services, Inc. stated, Historically, we have not
provided annual earnings guidance, but we believe providing earnings guidance for 2010 will be
helpful to investors as we wind down the wreck removal project, ramp up activity associated with
Bullwinkle and expand our international and subsea presence with Hallin. The earnings guidance
provided includes those transactions and reflects our current geographic and product/services
outlook. Due to the seasonal nature of the Gulf of Mexico and the fact that many of our well
intervention services lag a recovery in the rig count, we anticipate that our 2010 earnings will be
weighted more toward the second half of the year.
The amounts listed above for the fourth quarter of 2009 and all of 2010 were not prepared with a
view toward complying with the guidelines established by the American Institute of Certified Public
Accountants for prospective financial information, but, in the view of Company
management, was prepared on a reasonable basis, reflects the best currently available judgments and
estimates, and presents, to the best of managements knowledge and belief, the expected course of
action and the Companys expected future financial performance.
Neither our independent registered public accountants, nor any other independent registered public
accountants, have compiled, examined or performed any procedures with respect to the prospective
financial information contained herein, nor have they expressed any opinion or any other form of
assurance on such information or its achievability, and assume no responsibility for, and disclaim
any association with, the prospective financial information.
The prospective financial information constitutes forward looking statements and is not a guarantee
that the Company will achieve any specific level of revenues, operating costs or any other
financial measure presented. Investors should not place undue reliance on the prospective financial
information since the information is subject to significant business, economic and competitive
uncertainties and contingences, many of which are beyond the Companys control, and upon
assumptions with respect to future business decisions that are subject to change. We are providing
this information to help investors understand our estimated revenues and operating costs for the
fourth quarter of 2009 and for all of 2010. Our actual results are subject to change and may vary
significantly from the amounts or ranges indicated. Please also read the italicized language
regarding forward-looking statements below for additional cautionary language regarding the
uncertainty of forward-looking information.
Conference Call Information
The Company will host a conference call at 11:00 a.m. Eastern time on Tuesday, February 2. The
call can be accessed from Superiors website at www.superiorenergy.com, or by telephone at
480-629-9643. For those who cannot listen to the live call, a telephonic replay will be available
through Tuesday, February 9 and may be accessed by calling 303-590-3030 and using the pass code
4207053. An archive of the webcast will be available after the call for a period of 60 days on
www.superiorenergy.com.
Superior Energy Services, Inc. serves the drilling and production needs of oil and gas companies
worldwide through its brand name rental tools and its integrated well intervention services and
tools, supported by an engineering staff who plan and design solutions for customers. Offshore
projects are delivered by the Companys fleet of modern marine assets.
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. Accuracy of the forward-looking statements depends on assumptions
about events that change over time and is thus susceptible to periodic change based on actual
experience and new developments. 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 the uncertainty of macroeconomic and
business conditions worldwide, as well as the global credit markets; risks associated with the
Companys rapid growth; changes in competitive factors and other material risk factors that are
described in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, filed
with the Securities and Exchange Commission (SEC) as updated by our subsequent filings with the
SEC. 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 or any other person that the projected outcomes can or will be
achieved. The Company cautions readers that it assumes no obligation to update the forward-looking
statements in this press release and does not intend to update the forward-looking statements more
frequently than quarterly.
exv99w2
Exhibit 99.2
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601 Poydras St., Suite 2400
New Orleans, LA 70130
NYSE: SPN
(504) 587-7374
Fax: (504) 362-1818 |
FOR FURTHER INFORMATION CONTACT:
Terence Hall, CEO; Robert Taylor, CFO;
Greg Rosenstein, VP of Investor Relations, (504) 587-7374
Superior Energy Services and Shell Sign
Bullwinkle Decommissioning Deal
New Orleans, La., February 1, 2010 Today, Superior Energy Services, Inc. (NYSE: SPN)
(Superior) announces it now has ownership of Shells Gulf of Mexico Bullwinkle platform, and
related assets. Superior will plug and abandon the 29 wells associated with Bullwinkle, which is
the deepest fixed-leg production platform on the Outer Continental Shelf. Installed in 1988,
Bullwinkle produces 4,000 barrels of oil equivalent per day and serves as a processing hub for
third parties.
Superior has also sold a 49% interest in the assets to Dynamic Offshore Resources, LLC, which will
operate the field. The Bullwinkle platform will be decommissioned at the end of its economic life,
and Shell has agreed to pay Superior an undisclosed amount once decommissioning is complete.
Terry Hall, Chairman and CEO of Superior Energy Services, Inc. stated, We appreciate the
confidence that Shell has shown in our body of work and our ability to plan, manage and execute
well intervention and decommissioning projects. We look forward to utilizing our well intervention
assets including subsea assets (vessels and remotely operated vehicles) from our recently
announced acquisition of Hallin Marine for all aspects of work that will be performed during the
remaining life of the property.
Our plan for this property includes efficiently producing the remaining reserves, maintaining the
platforms production-handling capabilities for the various subsea fields that it serves, and
plugging the substantial majority of the wells within the next few years. In addition, subsea
tiebacks could increase given Bullwinkles strategic location, its large hydrocarbon processing
capacity, continued high exploration interest in the area and the favorable economics associated
with processing production through an existing structure.
John Hollowell, Executive Vice President of Deep Water for Shell, said, Bullwinkle was a
record-breaking project that served Shell and the industry well and enabled us to step out into the
frontier of the deeper waters of the Gulf of Mexico. I can still remember how impressive it was to
watch Bullwinkles steel jacket sail offshore from the Texas coast. We now leave Bullwinkle in the
capable hands of Superior as we focus our energy and resources on our exciting and
growing portfolio of assets, projects, and prospects in the deep and ultra-deep waters of the
Gulf.
Currently, Bullwinkle processes approximately 20,000 barrels of oil equivalent per day from four
subsea fields; another significant field is expected to commence producing oil and gas through the
hub by mid this year. Bullwinkle sits on Green Canyon Block 65 in 1,353 feet of water and has a
cumulative production of more than 120 million barrels of oil and 185 billion cubic feet of natural
gas. Given its location at the northwestern end of one of the most prolific hydrocarbon fairways in
the Gulf of Mexico basin, Bullwinkle has been a successful processing hub for subsea field
tie-backs.
Superior Energy Services, Inc. serves the drilling and production needs of oil and gas companies
worldwide through its brand name rental tools and its integrated well intervention services and
tools, supported by an engineering staff that plan and design solutions for customers. Offshore
projects are delivered by the Companys fleet of modern marine assets.
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. Accuracy of the forward-looking statements depends on assumptions
about events that change over time and is thus susceptible to periodic change based on actual
experience and new developments. 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 the uncertainty of macroeconomic and
business conditions worldwide, as well as the global credit markets; risks associated with the
Companys rapid growth; changes in competitive factors and other material risk factors that are
described in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, filed
with the Securities and Exchange Commission (SEC) as updated by our subsequent filings with the
SEC. 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 or any other person that the projected outcomes can or will be
achieved. The Company cautions readers that it assumes no obligation to update the forward-looking
statements in this press release and does not intend to update the forward-looking statements more
frequently than quarterly.