e8vk
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): October 10, 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) |
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))
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TABLE OF CONTENTS
On October 10, 2011, Superior Energy Services, Inc. (the Company) and Complete Production
Services, Inc. (Complete) issued a joint press release announcing the execution of an Agreement
and Plan of Merger, dated as of October 9, 2011 (the Merger Agreement), among the Company,
Complete and SPN Fairway Acquisition, Inc., a Delaware corporation controlled by the Company
(Merger Subsidiary). Subject to the terms and conditions set forth therein, Complete will merge
with and into Merger Subsidiary, with Merger Subsidiary surviving as an indirect wholly owned
subsidiary of the Company (the Merger). The Company and Complete also made a joint investor
presentation principally concerning the Merger. Copies of the joint press release and the joint
investor presentation are attached hereto as Exhibits 99.1 and 99.2, respectively. In addition, a
transcript of the joint investors presentation is attached hereto as Exhibit 99.3.
Also, on October 10, 2011, the Company distributed in connection with the execution of the
Merger Agreement (i) a letter to the Companys executives, (ii) an email to the Companys
employees, (iii) a letter to the Companys employees, and (iv) presentation materials to the
Companys employees, copies of which are attached hereto as Exhibits 99.4, 99.5, 99.6, and 99.7,
respectively.
The exhibits attached hereto are incorporated herein by reference and each of the foregoing
description of such materials is qualified in its entirety by reference to such materials.
The information required by Item 1.01, including a copy of the Merger Agreement, will be filed
in a separate Current Report on Form 8-K.
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Item 9.01. |
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Financial Statements and Exhibits. |
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(d)
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Exhibits. |
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99.1
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Joint Press Release, dated October 10, 2011. |
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99.2
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Joint Investor Presentation Materials, dated October 10, 2011. |
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99.3
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Transcript of Joint Investor Presentation, dated October 10, 2011. |
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99.4
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Letter to Executives, dated October 10, 2011. |
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99.5
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Email to Employees, dated October 10, 2011. |
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99.6
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Letter to Employees, dated October 10, 2011. |
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99.7
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Presentation Materials Distributed to Employees, dated October 10, 2011 |
Additional Information and Where to Find It
The Company and Complete plan to file a joint proxy statement/prospectus and other documents with
the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
REGARDING THE COMPANY, COMPLETE AND THE PROPOSED ACQUISITION. A definitive joint proxy
statement/prospectus will be sent to security holders of the Company and Complete seeking their
approval of the acquisition. Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by the Company and Complete with
the SEC at the SECs web site at www.sec.gov. The proxy statement/prospectus and such other
documents (relating to the Company) may also be obtained for free from the Company by accessing the
Companys website at www.superiorenergy.com. The proxy statement/prospectus and such other
documents (relating to Complete) may also be obtained for free from Complete by accessing
Completes website at www.completeproduction.com.
Participants in the Solicitation
The Company, its directors, executive officers and certain members of management and employees may
be considered participants in the solicitation of proxies from the Companys stockholders in
connection with the acquisition. Information regarding such persons and a description of their
interests in the acquisition will be contained in the joint proxy statement/prospectus when it is
filed, and additional information regarding such persons is included in the Companys proxy
statement filed with the SEC on April 15, 2011.
Complete, its directors, executive officers and certain members of management and employees may be
considered participants in the solicitation of proxies from Completes stockholders in connection
with the acquisition. Information regarding such persons and a description of their interests in
the acquisition will be contained in the joint proxy statement/prospectus when it is filed, and
additional information regarding such persons is included in Completes proxy statement filed with
the SEC on April 18, 2011.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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: October 11, 2011
exv99w1
Exhibit
99.1
FOR FURTHER INFORMATION CONTACT:
Investor Contacts for Superior Energy Services:
Robert Taylor, CFO;
Greg Rosenstein, VP of Investor Relations, (504) 587-7374
Media Contacts for Superior Energy Services:
Ken Dennard (832) 594-4004 or Ben Burnham, (773) 599-3745, both of DRG&L
Investor Contacts for Complete Production Services:
Jose Bayardo, CFO;
Canaan Factor, Director of Investor Relations, (281) 372-2300
Media Contacts for Complete Production Services:
Matthew Sherman, Tim Lynch or Meaghan Repko
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Superior Energy Services, Inc. to Merge With Complete
Production Services, Inc. in $6.2 Billion Combination
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Combination Creates Premier Diversified Mid-Cap Oilfield Services Company |
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Brings Together Critical Product and Service Offerings Required by Customers in North
American Unconventional Resource Plays and International Markets |
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Accretive to Superiors Earnings Per Share and Cash Flow Per Share in 2012 |
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Enhanced Financial Position Enables Acceleration of International Expansion Efforts |
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Conference Call Today at 8:30 a.m. Eastern Time |
New Orleans, LA and Houston, TX October 10, 2011 Superior Energy Services, Inc. (NYSE: SPN)
(Superior) and Complete Production Services, Inc. (NYSE: CPX) (Complete) today announced that
their Boards of Directors have unanimously approved a definitive merger agreement combining the two
companies into the premier diversified mid-cap oilfield services company.
Under terms of the agreement, Complete stockholders will receive 0.945 common shares of Superior
and cash of $7.00 in exchange for each share of Complete common stock held at closing. This
represents a premium of 29% to Completes average price over the last two months. Upon closing, and
reflecting the issuance of new Superior shares, Superior and
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Complete stockholders are expected to own approximately 52% and 48%, respectively, of Superiors
outstanding shares.
The combination of Superior and Complete creates a top-tier diversified oilfield services company
with the products, technologies and talented people that are critical to helping our customers
create value, particularly in unconventional fields in North America, said David Dunlap,
Superiors President and Chief Executive Officer. Together we will have enhanced positions in
large sectors for key products and services that are high in usage intensity and deemed critical by
our customers during their drilling, completion and production processes. Some of these products
and services include hydraulic fracturing and other pressure pumping services, coiled tubing, well
servicing, snubbing and wireline, in addition to fluid handling and production testing.
One of the important benefits of this transaction is the ability to gain access to these
additional products and services while maintaining a diversified revenue base. For instance, at
June 30, 2011 Complete had approximately 315,000 horsepower of pressure pumping capacity to provide
hydraulic fracturing services in North America. As a result of our combined broad diversification,
pressure pumping would have comprised just under 25% of proforma North American land revenue for
the twelve months ended June 30, 2011, and approximately 10% of proforma total revenue for the
twelve months ended June 30, 2011. Furthermore, our combined North American coiled tubing
operations would have resulted in our combined coiled tubing product line representing about 15% of
proforma North American land revenue for the twelve months ended June 30, 2011.
We anticipate that the proposed merger will also assist us in more rapidly executing our stated
strategy of international expansion as the enhanced earnings and cash flow capacity of the combined
entity can provide incremental capital and other resources to deploy in international markets.
We expect significant operational and customer benefits from the combination, with minimal
consolidation cost savings. As soon as possible, we intend to establish integration teams to
clearly define the importance of employee retention.
Joe Winkler, Chairman and Chief Executive Officer of Complete said, This transaction provides
Complete shareholders substantial value for their shares and gives them the opportunity to
participate in the upside potential from both a larger position in the North American market area
and exposure to growth in international markets. Together, we will possess the scale and offer
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the range of services necessary to compete successfully on the global stage. I believe our talented
employees, with their industry-recognized reputation for technical expertise and operational
excellence, will immediately add value to Superiors operations. We look forward to working with
Superior to realize all of the benefits of this combination, and its exciting portfolio of
projects, for our shareholders, customers, employees and partners.
Superior expects the combination to be accretive to earnings per share and cash flow per share in
2012, excluding transaction and integration costs. Superior further expects the transaction will
be balance sheet neutral as measured by key leverage ratios, yet ultimately is expected to result
in an overall credit profile enhancement given the significant increase in scale and diversity
provided by the combination.
Both Superior and Complete confirmed their prior guidance for 2011; however, Complete indicated
that third quarter results will be below its prior guidance. Complete now expects third quarter
2011 EBITDA to be between $155 million and $160 million. Items impacting Completes third quarter,
which are not expected to affect prior expectations for the fourth quarter of 2011, include delayed
deliveries of fluid ends causing intermittent shut downs of several frac fleets, defective
components on recently deployed coiled tubing units, flooding in Pennsylvania and northern Mexico,
and repositioning of one of Completes pressure pumping fleets from the Barnett Shale to West
Texas.
The combined company will retain the name Superior and will be led by David Dunlap, Superiors
current President and Chief Executive Officer. The Superior Board of Directors will be expanded to
include two independent Complete Board members.
The merger is subject to the approval of both Superiors and Completes stockholders as well as
other customary approvals. The companies anticipate that the transaction will close as soon as the
end of this calendar year. Superior and Complete intend to file a joint proxy statement /
prospectus with the Securities and Exchange Commission as soon as possible.
Greenhill & Co. is acting as Superiors transaction and financial advisor and rendered a fairness
opinion to Superiors Board of Directors. In addition, J.P.Morgan provided transaction advice,
acted as financial advisor and provided a bridge financing commitment with respect to the cash
portion of the transaction. Jones, Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. is
acting as Superiors legal advisor. Credit Suisse Securities (USA) LLC is acting as Completes
financial advisor and rendered a fairness opinion to Completes Board of Directors. Completes
legal advisor is Latham & Watkins LLP.
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Conference Call
Superior and Complete have scheduled a joint conference call today to discuss the merger. The call
will begin at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) on October 10, 2011.
The call can be accessed from the Investor Relations section of Superiors website at
www.superiorenergy.com, or by telephone at 480-629-9835. For those who cannot listen to the live
call, a telephonic replay will be available through Monday, October 17, 2011 and may be accessed by
calling 303-590-3030 and using the pass code 4480251. An archive of the webcast will be available
after the call for a period of 60 days at www.superiorenergy.com.
About Complete Production Services, Inc.
Complete is a leading oilfield service provider focused on the completion and production phases of
oil and gas wells. The company has established a significant presence in unconventional oil and gas
plays in North America that it believes have the highest potential for long-term growth.
About Superior Energy Services, Inc.
Superior serves the drilling and production-related 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.
Forward-Looking Statements
Information set forth in this document (and all oral statements made regarding the subjects of this
document, including on the conference call announced herein) contain forward-looking statements
(as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect
Superiors and Completes expectations regarding future events. The forward-looking statements
involve a number of risks, uncertainties and other factors that could cause actual results to
differ materially from those contained in the forward-looking statements. Such forward-looking
statements include, but are not limited to, statements about the benefits of the
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business combination transaction involving Superior and Complete, including future financial and
operating results, accretion to Superiors earnings per share and cash flow per share arising from
the transaction, the expected amount and timing of cost savings and operating synergies, the
expected credit profile and balance sheet impact, the schedule for completing the transactions
contemplated by the merger agreement, the combined companys plans, future markets, competitive
position and other expectations, objectives and intentions, and other statements that are not
historical facts.
The following additional factors, among others, could cause actual results to differ from those set
forth in the forward-looking statements: the ability to obtain regulatory approvals for the
transaction and the approval of the merger agreement by the stockholders of both parties; the risk
that the cost savings and any other synergies from the transaction may not be realized or may take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the ability to successfully
integrate the businesses; unexpected costs or unexpected liabilities that may arise from the
transaction, whether or not consummated; the ability of the combined company to successfully
introduce new product or service offerings or enter new markets on a timely and cost-effective
basis; any adverse developments in customer relationships or legal proceedings; prevailing oil and
gas prices; Superiors continued access to the capital markets; the inability to retain key
personnel; continuation or deterioration of current market conditions; future regulatory or
legislative actions that could adversely affect the companies; and the business plans of the
customers of the respective parties. Additional factors that may affect future results are
contained in Superiors and Completes filings with the Securities and Exchange Commission (SEC),
which are available at the SECs web site http://www.sec.gov. There can be no assurance that the
proposed acquisition will be consummated in the time frame anticipated, or at all. Superior and
Complete disclaim any obligation to update and revise statements contained in these materials based
on new information or otherwise.
Additional Information and Where to Find It
Superior and Complete plan to file a joint proxy statement/prospectus and other documents with the
SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
REGARDING SUPERIOR, COMPLETE AND THE PROPOSED ACQUISITION. A definitive joint proxy
statement/prospectus will be sent to security holders of Superior and Complete seeking their
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approval of the acquisition. Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by Superior and Complete with the
SEC at the SECs web site at www.sec.gov. The proxy statement/prospectus and such other documents
(relating to Superior) may also be obtained for free from Superior by accessing Superiors website
at www.superiorenergy.com. The proxy statement/prospectus and such other documents (relating to
Complete) may also be obtained for free from Complete by accessing Completes website at
www.completeproduction.com.
Participants in the Solicitation
Superior, its directors, executive officers and certain members of management and employees may be
considered participants in the solicitation of proxies from Superiors stockholders in connection
with the acquisition. Information regarding such persons and a description of their interests in
the acquisition will be contained in the joint proxy statement/prospectus when it is filed, and
additional information regarding such persons is included in Superiors proxy statement filed with
the SEC on April 15, 2011.
Complete, its directors, executive officers and certain members of management and employees may be
considered participants in the solicitation of proxies from Completes stockholders in connection
with the acquisition. Information regarding such persons and a description of their interests in
the acquisition will be contained in the joint proxy statement/prospectus when it is filed, and
additional information regarding such persons is included in Completes proxy statement filed with
the SEC on April 18, 2011.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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exv99w2
Exhibit 99.2
Superior Energy Services, Inc.
Merger with Complete Production Services, Inc.
October 2011
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Forward-Looking Statements
Information set forth in this document (and all oral statements made regarding the subjects of this document, including
on the conference call announcing the transaction) contain "forward-looking statements" (as defined in Section 21E of
the Securities Exchange Act of 1934, as amended), which reflect Superior's and Complete's expectations regarding
future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could
cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking
statements include, but are not limited to, statements about the benefits of the business combination transaction
involving Superior and Complete, including future financial and operating results, accretion to Superior's earnings per
share and cash flow per share arising from the transaction, the expected amount and timing of cost savings and
operating synergies, the schedule for completing the transactions contemplated by the merger agreement, the
combined company's plans, future markets, competitive position and other expectations, objectives and intentions, and
other statements that are not historical facts.
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-
looking statements: the ability to obtain regulatory approvals for the transaction and the approval of the merger
agreement by the stockholders of both parties; the risk that the cost savings and any other synergies from the
transaction may not be realized or may take longer to realize than expected; disruption from the transaction making it
more difficult to maintain relationships with customers, employees or suppliers; the ability to successfully integrate the
businesses; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not
consummated; the ability of the combined company to successfully introduce new product or service offerings or enter
new markets on a timely and cost-effective basis; any adverse developments in customer relationships or legal
proceedings; prevailing oil and gas prices; Superior's continued access to the capital markets; the inability to retain key
personnel; continuation or deterioration of current market conditions; future regulatory or legislative actions that could
adversely affect the companies; and the business plans of the customers of the respective parties. Additional factors
that may affect future results are contained in Superior's and Complete's filings with the Securities and Exchange
Commission ("SEC"), which are available at the SEC's web site http://www.sec.gov. There can be no assurance that the
proposed acquisition will be consummated in the time frame anticipated, or at all. Superior and Complete disclaim any
obligation to update and revise statements contained in these materials based on new information or otherwise.
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Additional Information and Where to Find It
Superior and Complete plan to file a joint proxy statement/prospectus and other documents with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING SUPERIOR, COMPLETE AND THE PROPOSED
ACQUISITION. A definitive joint proxy statement/prospectus will be sent to security holders of Superior and Complete seeking
their approval of the acquisition. Investors and security holders may obtain a free copy of the proxy statement/prospectus
(when available) and other documents filed by Superior and Complete with the SEC at the SEC's website at www.sec.gov. The
proxy statement/prospectus and such other documents (relating to Superior) may also be obtained for free from Superior by
accessing Superior's website at www.superiorenergy.com. The proxy statement/prospectus and such other documents
(relating to Complete) may also be obtained for free from Complete by accessing Complete's website at
www.completeproduction.com.
Participants in the Solicitation
Superior, its directors, executive officers and certain members of management and employees may be considered
"participants in the solicitation" of proxies from Superior's stockholders in connection with the acquisition. Information
regarding such persons and a description of their interests in the acquisition will be contained in the joint proxy
statement/prospectus when it is filed, and additional information regarding such persons is included in Superior's proxy
statement filed with the SEC on April 15, 2011.
Complete, its directors, executive officers and certain members of management and employees may be considered
"participants in the solicitation" of proxies from Complete's stockholders in connection with the acquisition. Information
regarding such persons and a description of their interests in the acquisition will be contained in the joint proxy
statement/prospectus when it is filed, and additional information regarding such persons is included in Complete's proxy
statement filed with the SEC on April 18, 2011.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Transaction Overview
0.945 shares of Superior Energy Services, Inc. ("Superior" or "SPN") and
$7.00 in cash for each share of Complete Production Services, Inc.
("Complete" or "CPX")
Approximately 79% stock and 21% cash consideration
Represents offer of $32.90 per share of Complete as of closing prices on October 7, 2011
29% premium to Complete's average price over the last two months
Attractive valuation of 5.1x Enterprise Value/2011E EBITDA based on Wall Street Consensus
estimates
Anticipated pro forma ownership: 52% Superior and 48% Complete
Unanimously approved by Superior and Complete Board of Directors
Expect transaction to close as soon as the end of 2011
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Transaction Highlights
Expansion and diversification of Superior's product/service offering and
geographic presence
Consistent with belief in continued strong North American land
fundamentals
Enhanced scale and scope with earnings power and cash flow capabilities
expected to accelerate international expansion
Creation of premier mid-cap diversified oilfield services provider with an
onshore, offshore and global reach
Expected to be accretive to Superior's earnings per share and cash flow
per share in 2012E(1)
(1) Excludes potential synergies and transaction/integration costs
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Expansion/Diversification of Superior
Addition of key product lines:
Modern pressure pumping fleet with growing North American land footprint in prominent
unconventional basins
Fluid management
Well servicing
Enhancement of existing product/service lines:
Leading provider of high-end coiled tubing services pro forma for transaction
Wireline
Rental/Fishing
Increased Exposure Across Well Life-Cycle
Drilling
Completion
Production
Decommissioning
Premium Drill Pipe
Accommodations
Bottom Hole
Assembly
Pressure Pumping
Coiled Tubing
Fluids Management
Completion Tools
Well Servicing
Coiled Tubing
Wireline
Snubbing
Rental/Fishing
Well Servicing
Pressure Control
Liftboats
End-of-Life Services
Superior Service
Superior Service Enhanced
by Complete
New Service Provided
by Complete
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Expansion/Diversification of Superior (cont'd)
Superior in 2002
Superior Today(1)
Superior Pro Forma(1)
Revenue Contribution by Geography
(1) Trailing 12 months ended June 30, 2011
Domestic Land
International
$0.4BN
$3.7BN
$1.8BN
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Comparative Pressure Pumping Exposure - Spears 2010 Revenue Worldwide(3)
Pro Forma Superior North America Land Revenue by Product(1)
(1) Trailing 12 months ended June 30, 2011
(2) Includes Snubbing, Pressure Control and Well Servicing
(3) Source: Spears & Associates Oilfield Market Report, January 2011. Data represents Spears estimates for worldwide revenue in 2010
(2)
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Expansion/Diversification of Superior (cont'd)
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Complete's Essential Services: Pressure Pumping
(1) As of June 30, 2011
(2) Complete estimate
Complete Horsepower Growth
(2)
Take or pay contracts in place for ~70%
(300,000 HP) of capacity
Average remaining contract duration of
approximately 2 years
No contract expirations in 2011
All 2011 deployments under 3 year take or pay
contracts
Current U.S. Geographic Reach
Fleet Contracting Overview
(2)
(1)
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Combined Strength in Coiled Tubing
(1) Source: ICOTA CTU Rig Count Survey 2011 and Simmons & Co. research, May 2011
(2) Estimate provided by Superior
(3) Excludes approximately 6 units added by Complete and 8 units added by Superior in 2011
U.S. Coiled Tubing Unit Count as of December 31, 2010(1)
(3)
(2)
(3)
(2)
(3)
Includes ~52 highly-
capable units (2"+)
Includes ~25 highly-
capable units (2"+)
Includes ~27 highly-
capable units (2"+)
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Combination Consistent with Market Outlook/Trends
North America land capital
expenditure drivers
Unconventional resources and horizontal
rig activity
Significantly greater service intensity
requirements than conventional wells
Need for "manufacturing" development
model:
Critical services
Efficient execution
Technological implementation
Focus on undersupplied products and
services (pressure pumping, coiled tubing,
premium drill pipe, pump down perforating,
frac stacks)
Oil/liquids focus
Continued strength in oil prices driving
activity
North American services and cash
flow generation to enhance
international expansion
opportunity
U.S. Active Rigs by Commodity(1)
U.S. Active Rigs by Type(1)
(1) Source: Spears & Associates, June 2011
(2) Service Intensity assumes: 1.0x intensity for vertical wells, 1.6x intensity for directional wells and 7.0x intensity for horizontal wells
(2)
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Creation of Premiere Mid-Cap Diversified OFS Company
The combination of Superior and Complete will create the only mid-cap
diversified oilfield services company(1)
2011E EBITDA (Wall Street Consensus Estimates)
(1) Excludes manufacturing-focused companies
(2) Excludes potential synergies and transaction/integration costs
Large-Cap
Small-Cap
$10,406
2011E EBITDA (USD MM)
(2)
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Financially Compelling Transaction
Large stock component of transaction consideration enables all
stockholders to participate in future upside
Anticipated pro forma ownership: 52% Superior and 48% Complete
Superior maintains a strong pro forma balance sheet
Cash portion of transaction consideration totals approximately $570 million
Upsized credit facilities of ~$1.0 billion
Maintenance of key credit and leverage statistics (Net Debt/Capitalization and Net
Debt/EBITDA)
Expected to be accretive to 2012E EPS and CFPS(1)
Expected to be accretive without potential benefits from leveraging purchasing power and
supply chain management (1)
Transaction not driven by cost savings
(1) Excludes potential synergies and transaction/integration costs
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Transaction Highlights
Expansion and diversification of Superior's product/service offering and
geographic presence
Consistent with belief in continued strong North American land
fundamentals
Enhanced scale and scope with earnings power and cash flow capabilities
expected to accelerate international expansion
Creation of premier mid-cap diversified oilfield services provider with an
onshore, offshore and global reach
Expected to be accretive to Superior's earnings per share and cash flow
per share in 2012E(1)
(1) Excludes potential synergies and transaction/integration costs
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exv99w3
Exhibit 99.3
Final Transcript
Conference Call Transcript
SPN Superior Energy Services, Inc. Merger with Complete Production
Services, Inc.
Event Date/Time: Oct 10, 2011 / 12:30PM GMT
THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us
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Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
CORPORATE PARTICIPANTS
Greg Rosenstein
Superior Energy Services Inc VP, IR
David Dunlap
Superior Energy Services Inc President, CEO
Joe Winkler
Complete Production Services President, CEO
CONFERENCE CALL PARTICIPANTS
Joe Hill
Tudor, Pickering, Holt Analyst
Daniel Burke
Johnson Rice & Company Analyst
James Rollyson
Raymond James & Associates Analyst
Blake Hutchinson
Howard Weil Incorporated Analyst
Mike Urban
Deutsche Bank Analyst
Geoff Kieburtz
Weeden & Company Analyst
Scott Burk
Canaccord Genuity Analyst
William Conroy
Pritchard Capital Analyst
Neal Dingmann
SunTrust Robinson Humphrey Analyst
Matt Beeby
Global Hunter Securities Analyst
Robin Shoemaker
Citigroup Analyst
Sachin Shah
Tullett Prebon Analyst
PRESENTATION
Operator
Good day, ladies and gentlemen, thank you for standing by. Welcome to the conference call to
discuss the merger between Superior Energy Services and Complete Production Services. During
todays presentation, all parties will be in a listen-only mode. Following the presentation, the
conference will be open for questions. (Operator Instructions). This conference is being recorded
today, Monday, the 10th of October, 2011, I would now like to turn the conference over to Greg
Rosenstein, Vice President of Investor Relations for Superior Energy Services. Please go ahead.
Greg Rosenstein - Superior Energy Services Inc VP, IR
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Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
All right. Good morning, and thank you for joining todays conference call. Joining me today
are Superiors President and CEO, David Dunlap, Chief Financial Officer, Robert Taylor; and from
Complete we have Chairman and CEO Joe Winkler, and CFO, Jose Bayardo. If you havent seen it
already, the slides that we will use on todays call are embedded in the webcast, which is
accessible from the Investor Relations section of our website at SuperiorEnergy.com. A PDF of those
slides is also available for download or printing.
Let me remind everyone that during this conference call, Management will make forward-looking
statements regarding future expectations about the Companys business, Management plans for future
operations, integration plans, or similar matters. The Companys actual results could differ
materially from those expressed or implied by these statements, due to several important risk
factors, including those described in the Companys filings with the Securities and Exchange
Commission, and in this mornings press release. Superior and Complete intend to file materials
related to the proposed transaction with the Securities and Exchange Commission, including a joint
proxy statement prospectus.
Investors and security holders are urged to read carefully such materials when they become
available, because they will contain important information about Superior, Complete, and Superiors
merger with Complete. These materials, when available, can be obtained free of charge from the
SECs website SEC.gov. These materials can also be obtained free of charge, when they become
available on Superiors website at SuperiorEnergy.com, or from Completes website at
CompleteProduction.com
Superior, Complete, their respective directors, executive officers and certain members of
management, and their employees may be considered participants in the solicitation of proxies from
their stockholders in connection with the proposed transaction. This will be described further in
the joint proxy prospectus, when it is filed. With that, I will now turn the call over to David
Dunlap.
David Dunlap Superior Energy Services Inc President, CEO
Well, good morning everyone, and thanks for joining us today. As you might imagine, we are all
very excited this morning. Id like to welcome both Superior and Complete shareholders to this
call. We look forward to spending the next hour or so walking through our rationale for this
transaction, and answering your questions.
The merger of Superior and Complete represents a transformation for employees, customers and
shareholders of both organizations. Collectively, we will become a larger participant in well
completion and intervention, while maintaining production product and service diversification. We
become the only diversified mid-cap services company. Were positioned with a very desirable
product mix, to serve the growing and under supplied North American market, and finally, the
increased cash flow gives us the opportunity to accelerate our drive to expand into the
international markets.
We believe that in the coming years, service intensity will increase in many of the international
markets, as unconventional resource development becomes a global market objective. Our product and
service line is built to capitalize on this opportunity, and we intend to play a major role in this
international market expansion. This will be a very attractive combination for our stakeholders.
Our North American land customers will benefit from our ability to provide them additional
solutions and access to a wider variety of products and services.
The combination is also an exciting opportunity for all employees, and one that will create new
business opportunities for our talented and creative workforce. We will leverage the new Company
with our creativity to take advantage of these opportunities, to better serve our customers and our
shareholders. We believe our stockholders will benefit in the short-term, from the expected
earnings accretion, as well as in the long-term as the combination improves our growth prospects by
enhancing our ability to compete in many of the important products and services demanded by our
customers. Ill get into more details on the transaction in a few minutes, but first, Id like for
Joe Winkler to make a few comments.
Joe Winkler Complete Production Services President, CEO
Thank you, David. Good morning, all. We at Complete are also excited to be here this morning.
During the past few years, our team has established Complete as North Americas leading resource
play completion and production services company. This transaction will provide an opportunity to
both broaden our scope and scale in North America, and to accelerate our evolution by shifting our
sights to the global stage.
We believe that Superior is the ideal partner to help us take this next step. They share our vision
of the opportunity in North America, and have a similar culture and approach to operating the
business. We also share similar core values, customer focus, commitment to employees, stewardship
of capital, environmental responsibility, and ethical behavior. As a shareholder of Complete, I
think the combination of cash and stock in this transaction is very attractive. We are receiving
upfront consideration for our ownership stake in Complete, while maintaining a significant
opportunity to participate in the future upside of the combined entity.
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Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
Both Superior and Complete have long track records of successfully integrating sizable
acquisitions, and leveraging platforms to accelerate growth and Im excited about the future value
we will create by combining the 2 organizations. To all of our stakeholders, and especially our
employees, thank you for making Complete the company that it is today. We have come along way since
the early days, and without the efforts of each of you, we wouldnt be in the position we are today
to enter into this exciting relationship.
We look forward to working with the Superior teams management team, over the next several months,
to close this deal and begin the integration process. With that, Ill now turn it back to David to
go through the transaction details.
David Dunlap Superior Energy Services Inc President, CEO
Okay, thank you very much, Joe. As Greg mentioned before, weve got a slide presentation up,
so if you happen to be looking at the slides, I will try to indicate which one I am on before I
begin talking.
If you are following the slides, then go to slide 4, it kind of presents the transaction overview
here, which, you have no doubt seen in the press release this morning. Overall, the deal is valued
at $32.90, based on closing prices as of last Friday. That represents a 79% stock and 21% cash
consideration. Overall, pro forma ownership will be 52% Superior and 48% Complete. The deal has
been unanimously approved by both boards of directors, and we expect to close the transaction as
soon as the end of 2011.
Moving over to slide 5, really this is where we start to talk about the exciting part, all of this,
and we are very excited, if you cant tell. The resulting Company is one that I believe has
significant diversification with an emphasis on some of the critical and high-demand product lines
of any North American service company. We strongly believe that our North American customers will
continue to migrate their activities to oil and liquids-rich objectives, creating a more stable and
robust market in North America than what we have experienced in recent years.
Our increased size and scale will enhance our abilities to be the most efficient and effective
deliverer of services in North America. If there is one rationale behind this transaction that
applies the most, I think that is really it. As you know, an important part of our focus at
Superior has to been to build out an international presence, and with the full breadth of our
product offering, the increased cash flow that this acquisition presents, gives us an opportunity,
an optionality, to build out that international investment more rapidly. And, to capitalize on what
we believe will be a long-term driver of our international customers, to also exploit the very
service-intensive, unconventional reservoirs that reside outside of North America. Finally, we
think that delivering a transaction that we are delivering a transaction that is very fair to
both companies shareholders, creates a new Company with a very compelling investment thesis, and
with a very strong balance sheet.
Moving on to slide 6, we kind of show you what our combined product lines will look like, and we do
this in the view of the lifecycle of the well. From a product line standpoint, Complete brings to
Superior a significant increase in exposure to the overall completion process, through the
fracturing and fluids management businesses. In turn, Superior brings exposure for Complete
shareholders to the drilling cycle through our expansive rental tool offering, and to the
end-of-life business, which includes the plug and abandonment and decommissioning services. Both
companies already have a focus on intervention-related services, but in general, with strengths in
different areas. The resulting company is one with a product line exposure that satisfies the land
markets or offshore markets, with deep water expertise, unique skills in pressure control, and a
strong emphasis on well intervention services, what I would refer to as just a very, very
well-balanced overall product line.
Moving on to slide 7. This shows how Superior has progressed over the years, which progress has
been tremendous. If you go back several years ago, Superior was primarily a Gulf of Mexico company.
Going forward, thats quite a bit different. On a combined basis, we will have a very strong
position in the US, and spread throughout the US in the Northeast, and Louisiana, North Texas,
Mid-Continent, North Dakota, and South Texas, with still room to grow in the US, in basins like the
Permian Basin where we have a presence, but it could be larger. Same in the Rockies, and the same
in the West Coast. North American land will now be the largest component of our revenue and
earnings, but international will provide the greatest growth potential in the future.
Move on to slide 8. This is probably my favorite slide in the deck. It describes our North American
product line diversification. And I really believe that our product line diversification and
distribution in North America is the most compelling part of the story in this combination.
Pressure pumping will be our largest revenue-generating product line in North America, but it only
represents 22% of 2011 pro forma revenue. Intervention services, which include coil tubing,
snubbing, well service rigs and wire line, comprise a total of 36% of revenue with coil tubing
leading the way at 15% of North American revenue.
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Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
A common theme with nearly all of our product lines is that they have been in extremely high
demand, and will continue to be in extremely high demand, as our customers continue to apply
horizontal and multi-zone technologies and development of the mature reservoirs in the North
American basin. From a total revenue standpoint, pressure pumping, is on a global basis, pressure
pumping will only make up 8% of our revenue, but I think it provides our shareholders with great
access to what has become the largest individual product line in the world, with tremendous balance
still from an overall broad product offering.
Moving on to page 9, were really excited and I am particularly very excited about the pressure
pumping fleet that Complete has built out, and we are excited to have that as part of our Company
going forward. Its a fleet that will exceed 650,000-horsepower by the end of 2012, the focus with
Complete has been to expand into the most prolific and under served basins in North America.
Theyve got a high degree of customer commitment with their frack fleets, in many cases, before
they are delivered. Its clearly a footprint from a horsepower standpoint that we can grow on.
Theres a lot of growth potential left in what we do in fracturing in North America, but it is an
absolute great position for Superior to be in our participation in a product line that I think
still has a long way to grow in North America and clearly outside of North America as well.
To move on to slide 10. We talk a little bit here about coil tubing, which is obviously one of our
very strong points going forward. Both companies have emphasized investment in coil tubing in
recent years, and this continues to be one of the most under served parts of the overall North
American market. I believe that the expansion that we have had individually as companies in coiled
tubing will continue after this combination, as we strive to deliver the completion-related service
that the market demands, as well as the production maintenance and enhancement service that the
industry needs. Were a long way from offering our customers the coil tubing capacity that is
demanded, and we will continue to focus on this service line as we go forward. The combination
presents us with some unique opportunities out in the field, and it is obviously one of the most
compelling parts of this overall combination.
Move on to slide 11. Just thinking about some of the overall market trends here. We believe, in the
near term, we will continue to see our North American customers deploy more investment into the oil
opportunities that they have only very recently begun to focus their attention on. Our customers
have proven that the same technologies that allow for economic development of gas shales, work in
exploiting oil reserves, and it is clear to me that their energies are still in the early stages.
Our total product line is highly leveraged to these types of wells, that are drilled to exploit
these resources, that I expect will remain in very high demand.
I know that many of you are concerned about the market ramifications for recent downward pressure
on WTI prices. Although those concerns have certainly had a negative impact on stock prices, weve
not witnessed a slowdown from our customers, and expect that they will continue to build on oil
activity in the next several years. In addition, we believe that there will be further pressure
placed in the supply chain at some point during the next several years, as any increase in natural
gas prices drive increased demand. In a nutshell, folks, we are still very bullish on North
American land, and see this as a market that continues to grow out over the next several years.
Moving on to slide 12, and thinking a little bit more about the Company that results from this
combination, we clearly distinguish ourselves from the pack, with the opportunity to pursue growth
strategies and to reach even higher levels, size and scale gives us tremendous flexibility. The
very broad product offering gives us access to nearly $80 billion in potential global market,
flexibility and that market size makes Superiors growth opportunity unique, and we are driven to
become an even bigger participant in the overall global market.
Moving on to slide 13, we talk a little bit more about the financial how compelling this
transaction is from a financial basis. There is a large stock component of the transaction, as I
mentioned before, resulting ownership will be 52% in Superior and 48% Complete. The cash portion of
the transaction consideration approximates $570 million, we will have an upsized credit facility,
up to $1 billion in order to handle this, as well as our other cash requirements. We are expected
to be accretive in 2012, and earnings per share and cash flow per share. And thats driven off of
what we see in the markets, our leveraging, our purchasing power, and supply-chain management.
Ill tell you, this is not a transaction that is driven by cost savings. It is one that we believe
we are going to need all of the employees from both companies to be successful going forward, a big
part of my effort over the course of the next few weeks is deliver that message to employees. We
need everybody. Weve all got great opportunities together, and we need everybody from both
companies on board to make that happen.
Moving to slide 14, kind of summarizes some of the transaction highlights. And I think that were
accomplishing something here today that really sets us up for tremendous expansion in the future,
as well as a very solid base of business today. Technology development has played a really
important role in our industry over the years, and Im sure it will play an important role in the
future. But, our challenges today in the US, and in other resource-mature basins, are not in
development and deployment of new technology, but instead, finding ways to execute our existing
technologies in a more efficient way, and we believe that the solution to these challenges is one
that is enhanced by size and scale of the Company delivering the solutions.
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Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
We want to develop a Company that delivers our broad range of product and services in the most
efficient, reliable, safe and environmentally-friendly manner. We also want to build a Company is
flexible enough to respond to our customers in local markets, with field service and delivery
solutions that fit that particular geographic basin in the best way. I think the combination of
Superior and Complete puts us on a path to build just that kind of Company. The international
market development is still going to be a long-term focus for our Company. Our approach to the
markets will be somewhat based on the types of resources that are being exploited.
In some countries, our approach to build multi-service line operations that are equipped with
product lines that particular market needs at that moment, will continue to be the basis for our
expansion, and I think this best describes for instance, what we are doing in Brazil. Other more
mature basins internationally will have needs that are more similar to the US market, where
large-scale, and logistics efficiency are very important. We will be able to approach the
international markets either way, and build out our overall global footprint and presence.
If this is a closing comment, both of our companies share very common thoughts about the importance
of service delivery in the field, in the most efficient manner, for our customers. Our employees
know their customers, understand the markets that they work in, and have been driven to deliver
superior results in the field. Those efforts have translated to strong earnings for you, and will
continue to do so. And, that concludes our prepared remarks. I think well open up the lines now
for questions.
QUESTION AND ANSWER
Operator
We will now begin the question-and-answer session. (Operator Instructions). Please ask one
question and one follow-up. Our first question comes from the line of Joe Hill, with Tudor,
Pickering, Holt. Please go ahead.
Joe Hill Tudor, Pickering, Holt Analyst
Good morning, guys, congratulations.
David Dunlap Superior Energy Services Inc President, CEO
Thanks, Joe.
Joe Hill Tudor, Pickering, Holt Analyst
Just a couple of questions. Dave, you have to have an opinion on the pressure pumping industry
over the next couple of years in order to feel comfortable with this transaction. And, I think
youve got a pretty unique viewpoint. So, could you talk about how you feel about how the market is
going to hold up over the next 18 months or so?
David Dunlap Superior Energy Services Inc President, CEO
Well, Joe, here is what I know about this market today. Let me speak to today first. Its an
under-served market. Theres not enough capacity out there right now to meet the demand that is in
the marketplace, and I know companies like Complete have been responding to that increased demand
by ordering up more capacity for 2012.
I think that we are still very early in the stages of developing or redeveloping our oil basin in
North America, and if you go back and think about when we began to see our customers move from
their focus on natural gas to oil, it was within the last 18 months. And, there are a lot of
operators that still have resources that they hadnt touched yet, that by using the type of
horizontal and completion techniques we proved work in the gas shales, they are going to put more
rigs to work. This is a market that is still not fully exposed, and so I see 2012 as a period where
it is under-served, I think we will have customers looking to put more rigs to work in 2013 on oil
resources, and at some point in time, were going to get a better natural gas price.
And so, if you kind of think about that over the next 2 to 5 years, I think theres going to
continue to be a need for a buildup in pressure pumping capacity, I dont believe we are going to
reach a point anytime soon where we are satisfying demand. So, I think you also have to think about
the
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Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
fact that this fracturing business has changed a lot over the last 5 years. The higher pressures
that we are dealing with, the more stress that we are putting our fleet under with the multi zone
completions means that weve got to constantly be building new fleet, in order to replace the fleet
that has been in the field for too long. So, this is a capital-intensive business, its one where
weve had to have a big build-up of equipment and I dont think theres a I see a need for that
to end anytime real soon.
Joe Hill Tudor, Pickering, Holt Analyst
Okay. And then, just looking at the combination of the coil tubing business, obviously you are
becoming a major player in that business. Do you still think that intervention demand going forward
is going to sustain coil tubing, perhaps longer than pressure pumping?
David Dunlap Superior Energy Services Inc President, CEO
I absolutely believe that. Here is what I know. I know that in 2008, before we were doing any
coil tubing work related to completion, that we had a fleet of 450 units that worked in the US, and
they were doing nothing but intervention work. And today, weve got a fleet of about 600 coil
tubing units, and theyre doing nothing but completions work.
And my simple math on that is, there is a demand in the market right now, or could be a demand in
the market for anywhere between 1,000 and 1,100 coil tubing units today. Thats today. Now, the
intervention work is production maintenance work, its still being carried out, but its being
carried out by some method that is less efficient than coil tubing. And if the market had available
to it enough coil tubing units to do intervention work, theyd certainly use them. I think weve
got a long way to go before we build out enough coil tubing capacity to satisfy market demand.
Operator
Our next question comes from the line of Daniel Burke, with Johnson Rice. Please go ahead.
David Dunlap Superior Energy Services Inc President, CEO
Hi, Daniel.
Daniel Burke Johnson Rice & Company Analyst
Good morning, everyone. Hi. Really, just one question, Dave. Was curious if you could address
the future growth plans of the combined companies. The capital budget of the 2 companies for next
year would have been close to $1 billion. As you manage the merger of the 2 entities here in the
second half this year, can you manage a capital budget that large? And, could you also address,
maybe initially, any changes to what that capital budget might look like geographically, if not by
product line?
David Dunlap Superior Energy Services Inc President, CEO
We havent done anything at this point, Daniel, to try to set a budget for 2012. I certainly
understand what Completes plans are and think that their investment choices are probably the right
ones for 2012. And, we havent finalized our budget in Superior for 2012, but I am sure Im going
to have a lot more in the way of capital demands than I have cash flow to put to them. That is the
same problem that we faced this year. Think about that $1 billion capital budget that you just
mentioned, well at Superior alone, when we did our budget for 2011, we had $875 million worth of
demand from the field, of which we only funded $500 million.
So the numbers arent catching me off guard from that standpoint, and dont surprise me. We are big
companies, weve got big cash flow, weve got customers and our markets that are expanding, in need
of additional equipment, and we are going to do our very best to ensure that every capital dollar
we invest is invested in a very efficient way. But, I dont want to answer specifically, any
changes to 2012. I would not envision that theres going to be any changes to what the companies
would be doing individually for capital investment in 2012, though.
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Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
Daniel Burke Johnson Rice & Company Analyst
Great, thanks for the comment.
Operator
Thank you. Our next question comes from the line of Jim Rollyson with Raymond James. Please go
ahead.
James Rollyson Raymond James & Associates Analyst
Dave, maybe if you think about where this positions you today, once you guys get it closed,
and kind of how this fits into your longer, 3 to 5 year-plus thinking, where do you think you
target capital over the next 3 to 5 years in terms of what you want to grow, of whats within the
combined organization, or is there stuff outside of that, that you would like to add, given the new
platform?
David Dunlap Superior Energy Services Inc President, CEO
Well, I think listen, we are going to be a Company that generates very high cash flow, and
were going to look for ways to invest that cash that we earn back into the Company through organic
growth. I think we will still be both of our companies have been very acquisitive over the
years, and both companies have a tremendous success rate in doing acquisitions. We will keep
looking for those as well. For acquisitions that allow us to expedite what we are doing from a
geographic expansion.
And, for Superior, thats a big part of what this transaction does. Ive made pretty clear over the
last 18 months that I have been at the Company that we are going to continue to grow our North
American land presence. What this acquisition does for Superior, is that it accelerates that. Weve
got other areas, geographically, that we want to participate in. We will look for acquisitions to
do those on, when it is most efficient to build out organically with capital expansion, we will do
it that way. A lot of optionality here, Jim.
James Rollyson Raymond James & Associates Analyst
Absolutely. Well again, congrats.
David Dunlap Superior Energy Services Inc President, CEO
Thank you.
Operator
Our next question comes from the line of Blake Hutchinson with Howard Weil. Please go ahead.
Blake Hutchinson Howard Weil Incorporated Analyst
Good morning, guys.
David Dunlap Superior Energy Services Inc President, CEO
Good morning, Blake.
Blake Hutchinson Howard Weil Incorporated Analyst
You guys did a great job kind of outlining the new North American presence. Just to give us
kind of maybe a degree deeper in terms of the overview of the combined companies, can you just talk
kind of generally about where you think you have your best current positions by basin in
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Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
North America? And, maybe some places that there is potential for more immediate growth, and maybe
some areas you havent built out quite as much as youd like, as a combined company?
David Dunlap Superior Energy Services Inc President, CEO
Weve got thank you Blake. Weve got what I would describe as a very nice presence, and I
say very nice because I think we can still grow in these basins, that weve got a very nice
presence in, so just because I mention it doesnt mean we dont have more growth potential there,
but a strong presence in the Marcellus, throughout Louisiana, Superior very strong on the Gulf
coast, and we both got a good presence in North Louisiana and the North Texas market, South Texas,
Completes has a very strong position in the Mid-Continent, we both have strong positions in North
Dakota. If you look at the 2 companies combined, we still have great opportunity for growth in the
Permian Basin, great opportunity for growth in the Rockies, and great opportunity for growth in the
West Coast, and potentially Alaska. I hadnt mentioned Canada, have I?
Blake Hutchinson Howard Weil Incorporated Analyst
I dont think so.
David Dunlap Superior Energy Services Inc - President, CEO
Complete has a small presence in Canada, and Superior has not had any presence there at all,
so when I think about North America overall, weve got a very strong presence, but one that we can
grow on, in some of the best basins that are out there today, but still the ability to expand into
basins where we may have a presence, but could be a lot stronger.
Blake Hutchinson Howard Weil Incorporated - Analyst
Great. And then, I just wanted to touch on, understanding this is not the forum for kind of
quarterly conference call issues, I look at Completes results, and youve had some frack fleet
issues, some defective components have been deployed, coiled units listed here in the release, is
there anything to suggest that theres any permanent issues with regard to kind of the physical
fleet here? Or, is this just supply chain issues that we hope to remedy at some point? Any further
issues in terms of taking delivery of equipment that we should be aware of as we head into the
closing of this deal?
Joe Winkler Complete Production Services - President, CEO
Blake, this is Joe. Good question. From our perspective, no, we think these issues are some
one-time in nature, and transition-related in terms of the coil, all that has been addressed, and
unique equipment, some issues on the start-up that happened to affect us, but we have worked
through that, those units are working and doing what it is that we expect to do.
As David mentioned earlier, the supply chain and demand for fracking has put pressure on that chain
and so we had some interruptions due to the lack of pumps. You need the pumps, you need the pumps
to be able to keep your equipment going, we ran into some issues, some weather-related issues in
Pennsylvania, some down in Mexico, and then frankly, we made a decision during the quarter to move
the fleet out into the Permian, to establish a presence in that basin. So, as we look at what was
going on in the quarter, sure we had some interruptions, we will still fight our way through the
supply chain, we think those things are resolved but youve got to do it, and it will be a battle
for some time to come. But, as we look at where we are, and for the quarter and the outlook, this
is not about an activity-induced issue, its some execution issues we have dealt with and will
continue to fight, but we think those are taken care of.
Blake Hutchinson Howard Weil Incorporated - Analyst
Great, I appreciate the time, guys. Thanks for allowing that.
Joe Winkler Complete Production Services - President, CEO
Thank you, Blake.
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Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
Operator
Our next question comes from the line of Mike Urban with Deutsche Bank. Please go ahead.
Mike Urban Deutsche Bank Analyst
Thanks, good morning, guys.
David Dunlap Superior Energy Services Inc President, CEO
Good morning.
Mike Urban Deutsche Bank Analyst
So, Dave, you expect as far as the pretty optimistic outlook in the North America and general,
which certainly makes sense given where oil prices are, to the extent the macro issues out there to
begin to take their toll, how much flexibility do you have to kind of adjust the capacity growth
out there. I know Complete has a good bit of capacity, coming into 230,000-horsepower, plus some
stuff on the other side of the business. How much of that is locked in? Same thing on your side,
with respect to 2012, given some of the lead times, given some of the supply chain issues, or would
you just plan to go ahead with it and say hey, thats part of why we are doing that deal, we want
to position ourselves in a certain way, just trying to get a sense for how youre thinking about
the potential issues that might be out there in the market today, how you might adapt to that?
David Dunlap Superior Energy Services Inc President, CEO
Okay, what me address that this way. There are certain things in each of our product lines
that are long lead-time items, that I believe youve got to make decisions about those long
lead-time items that are outside of the scope of spot oil prices on any given day. And certainly,
those long lead time items include things frack fleets and coil tubing units. Its not just that
Complete that has got long lead times, Superior has got some long lead-time items as well.
What I know is that we also have a product mix that include some things that are relatively
short-term from a lead-time standpoint. Our lead time on premium pipe is more like 3 or 4 months
today. Our lead time on things like bottom hole assemblies and stabilizers that we manufacture
ourselves is even less. And so, you do have optionality with certain product lines, where if you
see markets beginning to flatten out, you could reduce or slow down spending in some of those, but
I think a lot of the capital decisions that will be making, and have been made in the past, are not
with a mind towards short-term things that we may see in the market, such as a short-term reduction
in spot oil prices.
But, more with a long-term in mind, and the long-term thought here is that, as I reflected before,
is that we still have a long way to go in building out and rebuilding out the oil basin that we are
exploiting now in North America. And havent exploited the last 30 years. Does that answer your
question, Mike?
Mike Urban Deutsche Bank Analyst
Yes, in general terms, yes. And then unrelated follow-up, kind of break-up provisions do you
have in the deal?
David Dunlap Superior Energy Services Inc President, CEO
It will be in the proxy. Yes. We dont prefer to address that now, Mike, as youll see that
all of the proxy. Okay?
Mike Urban Deutsche Bank Analyst
10
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
Okay. All set. Thank you.
Operator
Our next question comes from the line of Geoff Kieburtz with Weeden & Company. Please go
ahead.
Geoff Kieburtz Weeden & Company Analyst
Good morning.
David Dunlap Superior Energy Services Inc President, CEO
Hi, Geoff.
Geoff Kieburtz Weeden & Company Analyst
As you look at the combined companies or company, what do you think you are missing? And, do
you have anything you dont think is core to the future?
David Dunlap Superior Energy Services Inc President, CEO
Geoff, what are we missing? You look at the breadth and this product line and I dont know
that there is anything that stands out in particular that is missing. What I know is that on a
combined basis, weve got exposure with the full product line to about $80 billion in global
market. Our pro forma revenue is about $4 billion, and clearly, there is a lot of room that we have
to grow with the product line that we have. Now, there may be some something that surfaces that
is opportunistic, that gives us an opportunity to participate in something we are not in right now,
but I think the real strategy here is to take that very broad product line, and get it distributed
to the global market. And, that was clearly a drive with the product line that we have in Superior
today before this deal, and this adds some additional product line for us to accomplish that
overall growth with, but its more geographic, I think, then additional product line growth.
Geoff Kieburtz Weeden & Company Analyst
Okay. Anything that you look at that probably isnt part of the Company 5 years from now?
David Dunlap Superior Energy Services Inc President, CEO
Really, if youre asking if the question is whether there are some things in here that may
be divested over time, I think thats something that any company does on a regular basis, examine
their product line and look at those things that may not have a long-term, strategic fit. And,
thats something that we do in Superior today, and I know Joe does over at Complete with his
management team, and I think you can just assume that going forward, we will have a similar
thought, that constantly looking at the product right to make sure all things that are in there are
things that weve got good, long-term prospects with.
Geoff Kieburtz Weeden & Company Analyst
Okay, and could I ask a question about coil tubing in particular? I think both of you have
talked separately about the tightness of coil tubing, but my sense is that the personnel is a
greater bottleneck than the equipment itself. Do you see, by combining the 2 coil tubing
operations, that theres anything that you gain in terms of being able to recruit, retain, trade
personnel for coil tubing crews?
David Dunlap Superior Energy Services Inc President, CEO
11
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
I think in general, Jeff, when youve got more size and youve got more scale, it gives
you better leverage throughout the supply chain, it gives you better leverage with attracting and
retaining an employee base. I think both companies have done a tremendous job of building out
extremely good, high-quality crews in the field that execute for our customers very well on coil
tubing, and clearly, weve got management groups in both companies that understand what it takes to
hire the right kind of people, and get those people prepared to go out in the field and deliver.
It is a big challenge. Labor is a big challenge throughout the North American market today. Its
been a challenge in coil tubing and I know it has been, really what we sit down and think about the
kind of coil tubing growth that we want to have in any given year, the first question that we ask
ourselves is how many people can we hire and train and develop to go out and execute as well as our
crews do today?
Geoff Kieburtz Weeden & Company Analyst
Okay, thank you.
David Dunlap Superior Energy Services Inc President, CEO
Youre welcome.
Operator
Our next question is from the line of Scott Burk with Canaccord. Please go ahead.
Scott Burk Canaccord Genuity Analyst
Good morning.
David Dunlap Superior Energy Services Inc President, CEO
Morning.
Scott Burk Canaccord Genuity Analyst
I had a couple of questions. First of all, I wanted to you talk about exporting this
business model overseas. Is there any kind of immediate plans to export pressure pumping capacity
to some international operations?
David Dunlap Superior Energy Services Inc President, CEO
At this very moment, no. I think its something that we will look at as time goes on, but my
guess is that we dont in Superior, we dont have any frack equipment on order, and my guess is
that the equipment Complete has on order is in extremely high demand in the US.
Joe Winkler Complete Production Services President, CEO
We got a pretty good idea of where we want to put it.
David Dunlap Superior Energy Services Inc President, CEO
I do believe as you look out to the international markets, that there are certain of those
today that are already being expressing some of the same qualities from a mature basin
standpoint. That we see in North America. As time goes on, what this does for us is, as those
basins begin to or as those markets begin to exploit their more mature resources, we will be in
a better position, I think, to participate in those markets in a bigger way.
12
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
But, this is going to happen over time, its not necessarily a 2012 event, but it will happen.
Thats what happens in this business, as you move through the resource pyramid and get lower on
that pyramid, youve got to do a lot more work to get the resources out on the ground, just like we
do here in the US. And it will happen in each of the international markets over time. Just at a
different time.
Scott Burk Canaccord Genuity Analyst
Right. Okay. And then, another question, kind of follow up on some of the discussion you had
on labor. How much of a consideration you talked about wanting to keep all of the employees of
both companies. How much of a consideration of this acquisition was due to the desire to have a
bigger labor force to draw on for various opportunities?
David Dunlap Superior Energy Services Inc President, CEO
As I said before, I think size and scale give you advantages in the supply chain, they give
you advantages in the labor market. I dont know it was any particular drive, just based on access
to a better labor market. Whether you are a small company or a big company, youve got to create an
environment that employees want to work in. I think what both companies have successfully done is
create that kind of environment.
Part of the challenge you have going forward, as a big company, is to keep that type of
environment. And thats certainly an important factor that well have in place as we go through and
over time, theres a tremendous entrepreneurial spirit that employees appreciate and companies like
Superior and Complete, and I am going to work real hard to make sure that culture and spirit
continue in this combined organization going forward. Thats what attracts employees.
Scott Burk Canaccord Genuity Analyst
Okay, great. And then, I had one question for Joe, just wanted to ask about the movement of
the pressure pumping fleet from the Barnett to West Texas, kind of trying to decide, is that more
of an offensive move or defensive move, in other words, are you seeing this activity in the
Barnett, or are you just seeing better pricing, and just made it more attractive to move over to
West Texas?
Joe Winkler Complete Production Services President, CEO
We for some time said we wanted to have a greater presence in the Permian, and, thats exactly
what we are doing. And, working with the customer and moving the fleet out there, and trying to
take advantage of that opportunity, and of course, we are looking as well to increase our presence
in other service lines in that particular market.
Scott Burk Canaccord Genuity Analyst
Okay. Thanks so much.
Operator
Our next question comes from the line of William Conroy with Pritchard Capital Markets. Please
go ahead.
William Conroy Pritchard Capital Analyst
Dave, Joe, good morning.
David Dunlap Superior Energy Services Inc President, CEO
Good morning.
13
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
Joe Winkler - Complete Production Services President, CEO
Hi, Bill.
William Conroy Pritchard Capital Analyst
Dave, one for you, it will actually be a similar question for both of you, but can you give us
a little background on this specific transaction? Not that economic metrics, but how you arrived at
Complete?
David Dunlap Superior Energy Services Inc President, CEO
Well, Im not going to give a whole lot of background today, a lot of that will be in the
proxy, but let me see if I can answer the question this way. The pieces that Ive developed over
the last year about North American land, and it has developed over the last year. Listen, when I
came on board with Superior, and people said, how do you want to grow out North American land, I
thought, well, why not do it at a pace, want to do it in conjunction with growth in international
and keep our presence balanced in those markets.
But, that was with the old mindset of a North American natural gas market. And, my thoughts on
overall US market have changed quite a bit over the last year and it is clear to me that as we go
forward, this is a market that is very important as an oil basin. And, as I develop that thought,
it became clear to me that we are in the very early stages of building out the US business and the
US market as an oil basin. And so, I felt like getting more access to that market earlier in this
buildup, is better than waiting until later or building it up over time.
William Conroy Pritchard Capital Analyst
Great. Thats helpful. And, Joe, a question for you, from the Complete side, is essentially
why here at this price? Even with the premium built-in? Why at this price? What are you seeing or
what is the thought process that says this is the transaction for Complete?
Joe Winkler Complete Production Services President, CEO
Well, good question. As we step back and think about where we are and what we are doing, you
guys well know we are very, very bullish on the opportunity in the North American space. We are
very bullish on the need for more horizontals, longer horizontals, more service intensity, a great
growth environment. When we think about combining with Superior, and what that brings, it
establishes quickly a rock-solid position throughout North America in services that have greater
exposure to what I just described. Its about the service intensity within the horizontal well
bore.
So, you establish immediately critical mass, much greater scale and size, that allows you to
opportunity to accelerate your growth in this particular market. In addition, to that, it gives you
the scale and the balance sheet strength, as Dave pointed out, to then begin to integrate
internationally into an area we know is going to come. The question is not if, the question is
when. So from our perspective, you step back, its in an area that is very complementary to what we
are doing in North America, they have the same vision and the outlook for the activity in North
America, the need for more, gives a rock-solid position, you could accelerate your growth and then
youve got the option to move on into the international market, with a great franchise. So, from
our perspective, thats why we did it. And, its a great opportunity, by the way, for our employee
base, as we are in a bigger organization with more opportunity.
William Conroy Pritchard Capital Analyst
Great, both of you, thanks very much.
Joe Winkler Complete Production Services President, CEO
Thank you.
Operator
14
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
The next question comes from the line of Neal Dingmann with SunTrust. Please go ahead.
Neal Dingmann - SunTrust Robinson Humphrey Analyst
Morning, guys. One quick question, most have been answered. Dave, could you mention, I guess
that obviously Joe does have some things on order, at this time, youll just kind of let this
settle first and then decide on sort of a pro forma basis, what you want to order at this time? You
sound pretty optimistic still for 2012 and into 2013. When will you decide, or when will you kind
of lay out that plan or that budget for 2012 and 2013 as far as what you will go ahead and start to
order, whether it is coil tubing, frack, et cetera. Both US and internationally, when will you kind
of lay out that plan?
David Dunlap - Superior Energy Services Inc President, CEO
Well, Neal, youll probably hear more about this plan as we get closer to a 2012 budget. What
I know, and I understand what Completes plans for 2012, and I certainly know what our plans are
for 2012, and Im quite comfortable with the capital investment choices that have been made by
Complete at this point for 2012. I dont think there been any made for 2013 at this point, but
thats something we will probably be talking about relatively quick, because if you want 2013
equipment youve got to start thinking about ordering it some time in early 2012, kind of at the
latest.
So, dont expect any changes in thought on 2012. We understand what Completes plans were, and if I
was in Joes shoes, I would have been doing exactly the same thing. So, were quite comfortable
with those decisions that have been made.
Neal Dingmann - SunTrust Robinson Humphrey Analyst
Thats perfect. And then last question, just as you continue to see some of these contracts on
frack and things that we hadnt seen historically. In your opinion, Dave, will you continue to try
to lay out some of these 2-year, 3-year type contracts, or will you try to operate more on a day
rate? Just trying to get your philosophy there.
David Dunlap - Superior Energy Services Inc President, CEO
I think the way that Complete has built out their fracturing business and the methodology they
have used in getting commitments from customers, long-term, has been one that has been great. I
think it has worked very well for them, and Im sure itll work very well for us going forward. I
think, all of these types of arrangements are always based on market conditions, and market
exchange over time. The commitments that have been put in place have been appropriate in the market
and I think will continue to be. Listen, these guys have done a great job in building out a
fracturing business, and thats a business that I have been involved with for a few years, and when
I look at their business model and look at the way that theyve done this, and look at how and
listen to how satisfied their customers are, with the type of service and thats delivered, its
clear to me that this formula is working quite well, and it will be continued.
Neal Dingmann - SunTrust Robinson Humphrey Analyst
Perfect. Congrats, guys.
Operator
Thank you. Our next question comes from the line of Matt Beeby, with Global Hunter Securities.
Please go ahead.
Matt Beeby - Global Hunter Securities Analyst
Thanks, good morning guys, just one question. Dave, for you, in the presentation, you do split
out the pro forma metrics by segment. North American land is now about 2/3 of the business. Can you
talk about, given the capital plan and how that is largely allotted domestically, can you talk
about how there might be a more organic growth in offshore US and international to see that shift
back to maybe more of a balance that you had mentioned in each segment giving 30% to 40% type
contribution and maybe a timing for that?
15
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
David Dunlap - Superior Energy Services Inc President, CEO
Okay, well, the way youve got to think about this international growth, and the way Ive
described it over time, Matt, is international growth theres not a Hail Mary in international
growth. Its 3 yards and a cloud of dust. And so, this is a strategy that you carry out everyday,
and investments that you make on a quarter-to-quarter-to-quarter basis. That growth is not
something that moves the needle from 1 quarter to the next. Its a long-term build out. And so,
what we have been doing from an international growth standpoint I think is very similar to what we
will be doing. Its just happening with a different size and scale.
And so, as weve built out the new presence in new countries, Ive tried to do that at such a pace
that we dont put investment in any particular country in jeopardy, and what I mean by that is, if
you grow out too many places at a time, you may wind up starving the market for capital, which is
one of the worst things that you can do if youre building up a new presence and so, the overall
scope of this new organization, the cash flow from this new organization probably gives us, I
think, a little flexibility in being able to accelerate that some, and maybe feel a bit more
comfortable about taking on several different country expansions at a time. And, thats the real
benefit that I see as far as having optionality on additional cash that we will be generating. But,
did I answer your question?
Matt Beeby - Global Hunter Securities Analyst
Yes, sure. You did. Thank you very much for the help.
Operator
Thank you. Our next question comes from the line of Robin Shoemaker with Citigroup. Please go
ahead.
Robin Shoemaker - Citigroup Analyst
Thank you, and let me add my congratulations. Dave, I wanted to ask you, as you looked at the
2 companies and their respective customers customer bases, I think of Superior as having really
strong relationships with some of the oil majors, based on the work youve done in the Gulf like
with BP and Shell and of course, national oil companies like Petrobras. Did you see any leverage
between the 2 respective customer bases of Superior and Complete?
David Dunlap - Superior Energy Services Inc President, CEO
Robin, thank you for the question. Thats insightful. We work for a lot of the same customers
in some of the basins that we participate in together in the US. I think your observation is right,
Superior does have a strong relationship with a lot of the IOC, is based on our Gulf of Mexico
work, of course those IOCs becoming more active in North America. They certainly know us. I believe
that they also know Complete as well.
And so, Im not so sure thats a big advantage, but I think the important thing there is what I see
in Complete is very similar to Superior. Our customers know us well, and we know them well. Weve
got very strong, fundamental relationships within both companies, and there will be some benefit,
because there will be some customers that Complete is stronger with than Superior is, and some that
Superior is stronger with than Complete is, and as you go forward, you hope to leverage those
relationships so that theyre using maybe more of your new company going forward, than theyve had
available to you in the past.
Robin Shoemaker - Citigroup Analyst
Right. Thanks. And on the international front, I assume that you would be targeting some
international markets that offer opportunities for both Superior, existing business and also
Complete. Are there any markets that Superiors in now that offer that, or can you give us maybe 1
or 2 examples of markets where both companies would seem to have some real opportunities?
16
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
David Dunlap - Superior Energy Services Inc President, CEO
Let me address that this way. So think about a market that we are participating in now, that
were kind of focused on now, in Australia. Which is what our focus in choosing Australia as a
market to carry out an expansion, its got a strong off-shore base, and were a strong off-shore
company. Its also got a land presence, and were doing pretty well with land intervention
services. So our focus there has been building out land intervention and building out our offshore
services.
It just so happens that Australia is one of those countries that has a lot of very mature basins,
that we see in Australia a migration towards some of the same drilling and completion techniques
that are being used in the North American land market. And so, many of the services that Complete
has could potentially fit into a market like Australia, and those are services that we wouldnt
have had to offer had we not carried out the transaction like this. So, I think thats an example
of a place that we have targeted, because of the basin maturity, that potentially has good
potential with Completes products.
Other markets are going to be that way. Theres going to be some international markets over that
are still 10 or 15 years away from developing unconventional resources, and so they are going to be
places that may still be very interesting to us, but not necessarily a place where we are going to
try to take fracturing services right now. But guess what? All those markets change over time. As
any of those markets begin to reach a point from a basin maturity standpoint, when they start to
exploit tight and unconventional resources, then we are going to have a broader product line to
offer to them.
Robin Shoemaker - Citigroup Analyst
Right. Its a good example of Australia. So, thats what I was looking for. Thanks a lot.
David Dunlap - Superior Energy Services Inc President, CEO
Youre welcome.
Operator
Our next question comes from the line of Sachin Shah with Tullett Prebon. Please go ahead.
Sachin Shah - Tullett Prebon Analyst
Hi, good morning, thanks for taking my questions. Just wanted to clarify, you did mention in
the presentation, that you are expecting the deal to close at the end of this year. Can you be more
specific? What regulatory approvals are specifically needed to complete the transaction?
David Dunlap - Superior Energy Services Inc President, CEO
Well, its the normal course of regulatory approval required for this type of public company
transaction and what we said is, we hope to close as soon as the end of the year.
Sachin Shah - Tullett Prebon Analyst
Okay. So, you just need the HSR? Are there any other shareholder vote, SEC filing, are there
any other regulatory approvals that are needed here? Do you have any concerns on the regulatory
standpoint for getting anti-trust approval?
David Dunlap - Superior Energy Services Inc President, CEO
Well, no we dont. Weve got I think you kind of mentioned the range of approvals that
weve got to go gain, and we wouldnt be entering this transaction if we thought that there were
problems out there. But we will go through the course here, and work with the proper authorities to
get things filed and move as expeditiously as possible. Its not completely inside our control, as
has been witnessed in other public company deals in recent years, but weve got a team of people
focused on doing this as expeditiously as possible.
17
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
Sachin Shah - Tullett Prebon Analyst
Okay, just one last question. Im not sure if this was already mentioned but maybe can you
just talk about the background of the transaction, how this came about? Was this a negotiated
transaction? Was this an auction process? Or, how this deal come about?
David Dunlap - Superior Energy Services Inc President, CEO
Rather than get into the details of how this process carried out, that will all be available
when the proxy becomes available, and I would prefer to leave it until then.
Sachin Shah - Tullett Prebon Analyst
Okay, fair enough. Thank you.
David Dunlap - Superior Energy Services Inc President, CEO
Okay.
Operator
Our final question is a follow-up question from the line of Geoff Kieburtz with Weeden &
Company. Please go ahead.
Geoff Kieburtz - Weeden & Company Analyst
Thanks. I know you mentioned, Dave, that this is not a transaction driven by cost savings,
but, do you anticipate any significant cost savings as you put the 2 companies together?
David Dunlap - Superior Energy Services Inc President, CEO
Geoff, the answer to your question is no. There may be, and expect over time that we find ways
to work with each other out in the field and operate with some degree of efficiency, just as a
result of the scale that we achieve, but, as I said, this thats not the purpose of the
transaction. The purpose of the transaction is different from that. So, you always hope you can run
your business more cost-efficiently in the future than you do right now, but thats not a driver
here.
Geoff Kieburtz - Weeden & Company Analyst
Okay. And, are there any markets or customers where you are concerned that by putting the 2
companies together, youll will have any market share leakage or do you really think, that as you
look around, that you are going to get at least one plus one?
David Dunlap - Superior Energy Services Inc President, CEO
I like the math that says one plus one equals about three. So, thats the hope that we have in
a transaction like this, and my experience tells me that as you go through the process, if you are
communicating well with your employees and communicating well with your customers, and what you
have is a transaction that is beneficial to both of them, thats exactly the result that you should
expect. So, we will be paying close attention to concerns from our employees, and concerns from our
customers, and getting those addressed up front, so they dont result in any kind of problems,
because my expectation is that we are getting better. And, that one plus one does equal something
more than two.
18
Final Transcript
Oct 10, 2011 / 12:30PM GMT, SPN Superior Energy Services, Inc. Merger with Complete Production Services, Inc.
Geoff Kieburtz - Weeden & Company Analyst
Great, thank you.
Operator
This concludes the question-and-answer session. Gentlemen, please proceed.
David Dunlap - Superior Energy Services Inc President, CEO
Okay, well I wanted to thank everybody for participating today, and well talk to you soon.
Operator
Ladies and gentlemen, this concludes the conference call to discuss the merger between
Superior Energy Services and Complete Production Services. If you like to listen to a replay of
todays conference, please dial 303-590-3030, and enter the access code 4480251. We thanks for your
participation, you may now disconnect.
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19
exv99w4
Exhibit 99.4
October 10, 2011
Message to Management
I am excited to announce Superior has signed a definitive agreement today to acquire Complete
Production Services.
While Superior has a long history of successful acquisitions, this transaction is much different as
it is significantly larger and will have a transformational impact on our company. Based on Wall
Street consensus estimates, the merger of our companies increases our approximately 2011 revenue
from approximately $2.0 billion to a combined $4.2 billion, on a pro forma basis. In addition, our
estimated 2011 EBITDA, which is a proxy for cash flow, jumps from an approximately $580 million to
$1.2 billion. These increases in revenue and EBITDA are achieved while maintaining a strong
balance sheet, including no meaningful increase in our ratio of debt to EBITDA.
This acquisition significantly expands our operations, including the addition of pressure pumping,
fluid management and well servicing rigs to our existing products and services in the North America
land market. We expect to have approximately 430,000 horsepower in our pressure pumping fleet by
year-end 2011, with purchase orders in place that would bring our capacity to over 650,000
horsepower by year-end 2012. In addition to these new service offerings, the acquisition
strengthens our existing footprint in North America by doubling the number of coiled tubing units.
Complete has minimal exposure outside of the North America land market.
While our position in the North American land market will be considerably stronger, this
transaction also benefits other equally important aspects of our business. The additional cash
flow generated from the transaction will better position us to continue growing our already strong
Gulf of Mexico operations and enable us to explore new opportunities in this region that may
complement our business strategy. In addition, the increased cash flow will provide a better
financial platform to accelerate our expansion in the international markets, where our profile is
still maturing and additional growth will be capital intensive.
Another attractive aspect resulting from the combination of Superior and Complete is that our
inventory of talented people increases dramatically from approximately 6,000 to over 13,000
employees. This is significant as we all face daily challenges in terms of identifying skilled
labor, especially during a period when the average age of our workforce continues to mature.
The company will immediately begin to plan the integration process and expects to close the
transaction as early as year-end 2011. Once the transaction is closed, we will work closely with
the Complete management team to implement the integration of the two companies. During the period
leading up to and after the closing date I will communicate periodically regarding our progress,
but I would like to share some initial observations as I know many of you may have questions.
|
1. |
|
As with any large acquisition, it is natural for some employees to be concerned that
the integration will lead to a reduction in our workforce. I can assure you this was not
the reason for the acquisition and, in fact, we will likely need additional talented people
once the transaction is closed. To illustrate the ongoing need for people in our company,
our hiring activity has increased 50% over the past 12 months and we expect to exceed 2,000
new hires for 2011. |
|
|
2. |
|
The integration of Complete represents an unprecedented challenge for Superior; one
that could make employees anxious and distracted. It is our job to communicate openly,
dispel rumors and keep our people focused. Any lack of focus in our workforce impacts the
safe work environment that we all desire. |
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3. |
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Until this transaction closes, we are competitors with Complete and should treat them
accordingly. It would be inappropriate to initiate any discussions related to customers,
pricing, market opportunities or the co-ordination of operations-related activities with
Complete or its employees. Please continue to compete vigorously on a daily basis up until
the closing of this transaction. |
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4. |
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We view the combination of Superior and Complete as an exciting opportunity for all
employees and one that will create new business opportunities for our talented and creative
workforce. We must leverage the new company with our creativity to take advantage of these
opportunities and better serve our customers and shareholders. |
To assist you in communicating information about this transaction with your employees, I have
included two attachments: 1) Company press release associated with this transaction and
2) Discussion Guide with Talking Points, which will provide you an outline of the key points
when discussing the acquisition with your employees and some Frequently Asked Questions to aid in
responding to likely questions from your employees. Also, I will have a taped video message
available on the company intranet discussing this announcement.
In closing, this transaction is a major step-change for our company and will create tremendous
challenges going forward, but the potential rewards and opportunities are even greater. We must
seize the moment, stay focused and embrace the idea the company has changed and will continue to
change as we implement our growth strategy.
As always, I would like to thank everyone for your loyal support.
Dave
exv99w5
Exhibit
99.5
Dear Employees:
I want you to be among the first to learn of an important announcement we are making this morning.
Today Superior Energy signed a definitive agreement with Complete Production Services, based in
Houston, TX, for the purpose of merging our two companies and more than doubling our size.
The details of the transaction are in the attached press release and I wanted to personally let you
know what an exciting development this is for our company.
I hope to have the opportunity to visit with many of you over the next few days, and I plan to make
additional comments via video which you will be able to access on our company intranet. I
encourage you to watch the video to learn more.
This transaction is expected to close around the end of the year, and we will work to keep you
informed along the way. Until that time, we are still competitors and we need to compete
vigorously on a daily basis. Also, please continue to focus on preserving a safe workplace for
all and delivering superior service to our customers.
Thank you for your service and continued commitment to Superior.
Dave Dunlap
exv99w6
Exhibit
99.6
Dear Employees:
Because some Superior employees do not have easy access to email, I wanted to reach out to you
through the mail and share with you an exciting development for our organization.
On October 10, 2011, we announced that Superior Energy has signed a definitive agreement with
Complete Production Services, of Houston, TX, for the purpose of merging our two companies. The
details of the transaction are in the attached press release but I wanted to personally let
Superior Energy families know about this pending merger and how important it is for our company.
This is a significant event for us, as it will essentially double the revenues of our company and
increase our pool of talented employees to more than 13,000 worldwide. The transaction is expected
to close as soon as the end of the year, pending shareholder votes and customary approvals.
While we wont have answers to a lot of questions right away, we will be communicating with you in
the upcoming months as we work through the details of the structure of the combined organization.
In the meantime, it is business as usual. Until the transaction is completed, we are still
competitors and we need to compete vigorously on a daily basis. Also, please continue to focus on
preserving a safe workplace for all and delivering superior service to our customers.
Thank you for your service and continued commitment to Superior.
Dave Dunlap
exv99w7
Exhibit
99.7
Overview
Superior and Complete to merge
Stock and cash considerations
Double company revenues
Double number of employees
Strengthen geographic footprint & customer service
Consistent with Superior growth strategy
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3
Transaction Highlights
Expansion and diversification of product/service offering and geographic
presence
Consistent with belief of continued strong North American land
fundamentals
Enhanced scale and scope with earnings power and cash flow capabilities
to accelerate international expansion
Creation of premiere mid-cap diversified oilfield services provider with an
onshore, offshore and global reach
Expected to be accretive to Superior earnings per share and cash flow per
share in 2012E1
1 Excludes potential synergies and transaction/integration costs
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4
Transaction Highlights
0.945 shares of Superior Energy Services, Inc. ("Superior" or "SPN") and
$7.00 in cash for each share of Complete, Inc. ("Complete" or "CPX")
Approximately 79% stock and 21% cash consideration
Represents offer of $32.90 per share of Complete as of closing prices on October 7, 2011
Anticipated Pro forma ownership: 52% Superior and 48% Complete
Unanimously approved by Superior and Complete Board of Directors
Expect transaction to close as early as end of 2011
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5
Expansion/Diversification of Superior
Addition of key product lines:
Modern pressure pumping fleet with growing North American land footprint in prominent
unconventional basins
Fluid management
Well servicing
Enhancement of existing product/service lines:
Leading provider of high-end coiled tubing services pro forma for transaction
Wireline
Rental/Fishing
Increased Exposure Across Well Life-Cycle
Drilling
Completion
Production
Decommissioning
Premium Drill Pipe
Accommodations
Bottom Hole
Assembly
Pressure Pumping
Coiled Tubing
Fluids Management
Completion Tools
Coiled Tubing
Wireline
Snubbing
Rental/Fishing
Well Servicing
Pressure Control
Liftboats
End-of-Life Services
Superior Service
Superior Service Enhanced
by Complete
New Service Provided
by Complete
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6
Expansion/Diversification of Superior (cont'd)
Superior in 2002
Superior Today(1)
Superior Pro Forma(1)
Revenue Contribution by Geography
(1) Trailing 12 months ended June 30, 2011
Domestic Land
International
$0.4BN
$3.7BN
$1.8BN
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Comparative Pressure Pumping Exposure - Spears 2010 Revenue Worldwide(3)
Pro Forma Superior N.A. Land Revenue by Product(1)
(1) Trailing 12 months ended June 30, 2011
(2) Includes Snubbing, Pressure Control and Well Servicing
(3) Source: Spears & Associates Oilfield Market Report, January 2011. Data represents Spears estimates for worldwide revenue in 2010
(2)
7
Expansion/Diversification of Superior (cont'd)
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Superior Energy Locations-North America
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Superior Energy and Complete Locations-North America
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Superior Energy and Complete Global Locations
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Until closing, business as usual
Still competitors until closing
Periodic updates to be provided
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