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): May 14, 2013
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34037 | 75-2379388 | ||
| (State or other jurisdiction) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 11000 Equity Dr., Suite 300 | ||
| Houston, TX | 77041 | |
| (Address of principal executive offices) | (Zip Code) |
(281) 999-0047
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On May 14, 2013, Superior Energy Services, Inc. (the “Company”) issued a press release announcing that SESI, L.L.C. (“SESI”), a wholly owned subsidiary of the Company, issued a notice on May 13, 2013 (the “Redemption Notice”) to holders of its outstanding 6 7/8% Senior Notes due 2014 (the “Notes”) of SESI’s intent to redeem the remaining $150.00 million of the outstanding Notes on May 24, 2013.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. A copy of the Redemption Notice is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release issued by Superior Energy Services, Inc., dated May 14, 2013 | |
| 99.2 | Redemption Notice to Holders of 6 7/8% Senior Notes due 2014 | |
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.
| SUPERIOR ENERGY SERVICES, INC. | ||
| By: | /s/ Robert S. Taylor | |
| Robert S. Taylor | ||
| Chief Financial Officer | ||
Dated: May 15, 2013
Exhibit 99.1
|
11000 Equity Drive, #300 Houston, TX 77041-8240 NYSE: SPN (281) 999-0047 |
FOR FURTHER INFORMATION CONTACT:
David Dunlap, President and CEO, (281) 999-0047;
Robert Taylor, CFO or Greg Rosenstein, EVP, (504) 587-7374
SUPERIOR ENERGY SERVICES, INC. ISSUES NOTICE OF
REDEMPTION FOR REMAINING $150 MILLION OF ITS
6 7/8% SENIOR NOTES
HOUSTON, May 14, 2013 – Superior Energy Services, Inc. (NYSE: SPN) today announced that SESI, L.L.C. (“SESI”), a wholly owned subsidiary of the Company, has issued a notice (the “Redemption Notice”) to holders of its outstanding 6 7/8% Senior Notes due 2014 (the “Notes”) of SESI’s intent to redeem the remaining $150 million of the outstanding Notes on May 24, 2013. The Company anticipates funding the redemption with a combination of cash on hand and drawings on its revolving line of credit.
Superior Energy Services, Inc. serves the drilling, completion and production-related needs of oil and gas companies worldwide through its brand name drilling products and its integrated completion and well intervention services and tools, supported by an engineering staff who plan and design solutions for customers.
Exhibit 99.2
NOTICE OF REDEMPTION TO THE HOLDERS
OF
SESI, L.L.C.
6 7/8% SENIOR NOTES DUE 2014
(CUSIP No. 78412F AF1)*
NOTICE IS HEREBY GIVEN THAT, pursuant to paragraph 5 of the 67/ 8% Senior Notes due December 1, 2014 (the “Notes) and in accordance with Section 3.07(c) of the Indenture dated as of May 22, 2006 (the “Indenture”) among SESI, L.L.C., a Delaware limited liability company (the “Company”), Superior Energy Services, Inc., a Delaware corporation, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the Company has elected to redeem all of the outstanding Notes ($150,000,000.00 aggregate principal amount of Notes is currently outstanding) on May 24, 2013 (the “Redemption Date”), at the redemption price of 100.000% of the face amount thereof, plus any accrued and unpaid interest to, but not including, the Redemption Date (the “Redemption Price”).
On the Redemption Date, the Redemption Price will become due and payable on the outstanding Notes. Unless the Company defaults in the payment of the Redemption Price, interest on the Notes will cease to accrue on and after the Redemption Date and the only remaining right of the holder of the Notes after such date will be to receive payment of the Redemption Price upon surrender of the Notes to The Bank of New York Mellon Trust Company, as paying agent (the “Paying Agent”).
To collect the Redemption Price, the Notes must be presented and surrendered to the Paying Agent on or after the Redemption Date at the offices of the Paying Agent at:
| HAND DELIVERY – NY Drop | OVERNIGHT MAIL: | BY MAIL: | ||
| The Bank of New York Mellon | The Bank of New York Mellon | The Bank of New York Mellon | ||
| Trust Company, N.A. | Trust Company, N.A. | Trust Company, N.A. | ||
| 111 Sanders Creek Parkway | 111 Sanders Creek Parkway | 111 Sanders Creek Parkway | ||
| East Syracuse, NY 13057 | East Syracuse, NY 13057 | East Syracuse, NY 13057 |
The method of delivery is at the option and risk of the holder. If delivered by mail, certified or registered mail, properly insured, is recommended for your protection.
| SESI, L.L.C. | ||||||
| Dated: May 13, 2013 | By: | Superior Energy Services, Inc., as | ||||
| Managing Member | ||||||
| By: | /s/ Robert S. Taylor | |||||
| Robert S. Taylor Executive Vice President, Chief Financial Officer and Treasurer | ||||||
| * | No representation is made as to the accuracy of the CUSIP numbers either as printed on the Notes or as set forth in this Notice of Redemption. |
U.S. FEDERAL INCOME TAX LAW MAY REQUIRE THE WITHHOLDING OF 31% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR NOTES FOR REDEMPTION WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION NUMBER OR CERTIFICATE OF NON-U.S. STATUS, CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY. HOLDERS MAY ALSO BE SUBJECT TO A PENALTY OF $50 FOR FAILURE TO PROVIDE SUCH NUMBER. THEREFORE, PLEASE PROVIDE THE APPROPRIATE CERTIFICATION (SUCH AS U.S. TAX FORM W-8 OR W-9, AS APPLICABLE) WHEN PRESENTING YOUR SECURITIES FOR PAYMENT. HOLDERS MAY ALSO BE SUBJECT TO CIVIL AND CRIMINAL PENALTIES FOR PROVIDING FALSE INFORMATION.
2