UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On September 26, 2019, Superior Energy Services, Inc. (the “Company”) received a letter from the New York Stock Exchange (the “NYSE”) confirming that the NYSE had suspended trading in the Company’s common stock effective immediately, and announcing its intention to commence proceedings to delist the Company’s common stock from the NYSE. The NYSE stated that the Company is no longer suitable for listing based on the Company’s “abnormally low” price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual.
Effective September 27, 2019, the Company’s common stock commenced trading on the OTC Markets under the symbol “SPNV”. The Company is also taking the steps necessary to have its common stock quoted for trading in the OTCQX US Market, operated by OTC Markets, Inc., under the same trading symbol of “SPNV”. The Company’s common stock will continue to be registered under the Securities Exchange Act of 1934 and the Company will continue to file financial reports that will be available on the Securities and Exchange Commission’s website, www.sec.gov.
The Company intends to appeal NYSE’s decision to delist the Company’s common stock in accordance with the NYSE rules.
| Item 7.01 | Regulation FD Disclosure |
On September 26, 2019, the Company issued a press release with respect to the NYSE’s suspension of trading and commencement of delisting procedures. The full text of the press release is furnished with this Report as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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/ William B. Masters | |
| William B. Masters | ||
| Executive Vice President, General Counsel and Secretary | ||
Dated: September 27, 2019
Exhibit 99.1
1001 Louisiana St., Suite 2900
Houston, TX 77002
NYSE: SPN
FOR FURTHER INFORMATION CONTACT:
Paul Vincent, VP of Treasury and Investor Relations, (713) 654-2200
SUPERIOR ENERGY SERVICES RECEIVES NOTICE FROM NYSE REGARDING CONTINUED LISTING STANDARD
Houston, September 26, 2019 – Superior Energy Services, Inc. (the “Company”) today was notified by the New York Stock Exchange (“NYSE”) of its determination to commence proceedings to delist the Company’s common stock and to suspend trading of the Company’s common stock due to “abnormally low” price levels. The Company anticipates that effective September 27, 2019 its common stock will commence trading on the OTC Markets under the symbol “SPNV”. The transition to the over-the-counter market will not affect the Company’s business operations.
The Company believes the determination to commence delisting proceedings is unwarranted. As announced on August 12, 2019, the Company intends to implement a number of options, including a reverse stock split, to cure the low price condition. The Company will appeal the NYSE’s decision.
About Superior Energy Services
Superior Energy Services serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. For more information, visit: www.superiorenergy.com.
This press release includes forward-looking statements as defined under federal law, including, but not limited to, those related to the company’s intention to regain compliance with the NYSE continued listing standards. These forward-looking statements are generally identified by the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “could,” “will,” “would,” and “will be,” and variations of such words and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to significant risks, assumptions and uncertainties. Known material factors that could cause the Company’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the forward looking statements and risk factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 and those risk factors set forth from time to time in other filings with the Securities and Exchange Commission. The Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.
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