8-K
SUPERIOR ENERGY SERVICES INC false 0000886835 0000886835 2020-01-06 2020-01-06

 

 

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): January 6, 2020

 

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.)

1001 Louisiana Street, Suite 2900

Houston, Texas

 

77002

(Address of principal executive offices)

 

(Zip Code)

(713) 654-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbol

 

Name of each exchange

on which registered

Common Stock

 

SPN

 

New York Stock Exchange

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 7.01 Regulation FD Disclosure

Exchange Offer

In connection with Superior Energy Services, Inc.’s (the “Company”) announcement that its wholly owned subsidiary, SESI, L.L.C. (the “Issuer”), has commenced a private offer to exchange (the “Exchange Offer”) up to $500 million of its $800 million aggregate principal amount of outstanding 7.125% Senior Notes due 2021 (the “Original Notes”) for up to $500 million of newly issued 7.125% Senior Notes due 2021 of the Issuer (the “New Notes”), the Company is disclosing certain information to current investors in a private offering memorandum dated January 6, 2020 (the “Offering Memorandum”). In connection with the Exchange Offer, the Issuer is also soliciting consents (the “Consent Solicitation”) from eligible holders of the Original Notes to amend the indenture dated December 6, 2011, governing the Original Notes, upon the terms and subject to the conditions set forth in the Offering Memorandum, to amend the liens covenant in the indenture governing the Original Notes to permit the issuance of secured notes by the Issuer.

The New Notes will be offered and sold only to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Exchange Offer is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy, the New Notes in the United States or elsewhere.

The Exchange Offer and Consent Solicitation are being conducted in connection with the Company’s previously announced entry into a definitive agreement to divest its U.S. service rig, coiled tubing, wireline, pressure control, flowback, fluid management and accommodations service lines and combine them with Forbes Energy Services Ltd.’s complementary service lines to create a new, publicly traded consolidation platform for U.S. completion, production and water solutions (the “Combination”). The consummation of the Exchange Offer is a condition of the Combination; however, the consummation of the Combination is not a condition of the Exchange Offer and Consent Solicitation.

On January 6, 2020, the Company issued a press release announcing that the Issuer commenced the Exchange Offer. The full text of the press release is incorporated herein by reference as Exhibit 99.1 to this Current Report on Form 8-K.

Recent Developments

The Baker Hughes U.S. land rig count declined by 49 rigs from the week ending October 4, 2019 through the week ending December 27, 2019. This rig count decline is greater than what the Company expected, and the Company believes it is impacting the Company’s industry generally. The industry slowdown will primarily impact the Company’s drilling products and services segment results for the fourth quarter of 2019 and the Company now expects revenue in this segment to decrease by 10% to 15% sequentially, lower than initial expectations of a 5% to 10% decline. Additionally, certain completion tools projects, which were anticipated to occur during the fourth quarter of 2019 have shifted to 2020. The Company now expects its technical solutions segment revenue to be approximately flat sequentially, which is lower than the Company’s initial expectations of as much as a 10% increase.


On January 6, 2020, the Company issued a press release announcing such Recent Developments. The full text of the press release is incorporated herein by reference as Exhibit 99.2 to this Current Report on Form 8-K.

Pro Forma Financial Information

In connection with the Exchange Offer, the Company is disclosing certain unaudited pro forma financial information to prospective eligible investors in an offering memorandum and consent solicitation statement dated January 6, 2020 (the “Offering Memorandum”). The Company is furnishing on this Current Report on Form 8-K unaudited pro forma condensed consolidated financial information of the Company and unaudited pro forma condensed combined financial information of Spieth Newco, Inc. (“Newco”) excerpted from the Offering Memorandum. Such unaudited pro forma condensed consolidated financial information of the Company and Newco (collectively, the ”Unaudited Pro Forma Financial Information”) is incorporated herein by reference as Exhibit 99.3.

The Unaudited Pro Forma Financial Information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations of the Company or Newco, as applicable, would have been had the transactions occurred on the dates assumed, nor is it necessarily indicative of the future consolidated results of operations or consolidated financial position of the Company or Newco, as applicable.

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 (the “SEC”) or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act, except as shall be expressly set forth by specific reference in any such filings.

Information set forth in this Current Report (including the exhibits attached hereto) contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. 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, including, without limitation, risks and uncertainties relating to the commencement of the Exchange Offer. A discussion of factors that may affect future results is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as such factors may be updated from time to time in the Company’s periodic filings with the SEC. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Current Report on Form 8-K may not in fact occur. Accordingly, you should not place undue reliance on these statements. 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No.

   

Description

         
 

99.1

   

Press release, dated January 6, 2020, announcing the Exchange Offer. 

         
 

99.2

   

Press release, dated January 6, 2020, announcing certain Recent Developments.

         
 

99.3

   

Unaudited pro forma condensed consolidated financial information of the Company and unaudited pro forma condensed combined financial information of Newco.

         
 

104

   

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: January 6, 2020

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION CONTACT:

Paul Vincent, VP of Treasury and Investor

Relations, (713) 654-2200

1001 Louisiana St., Suite 2900

Houston, TX 77002

NYSE: SPN

 

LOGO

SUPERIOR ENERGY SERVICES ANNOUNCES COMMENCEMENT OF

EXCHANGE OFFER AND CONSENT SOLICITATION FOR SENIOR

NOTES OF SESI, L.L.C.

Houston, January 6, 2020 – Superior Energy Services, Inc. (“Superior Energy”) (NYSE: SPN) today announced that its wholly owned subsidiary, SESI, L.L.C. (“SESI” or the “Issuer”), has commenced an offer to exchange (the “Exchange Offer”) up to $500 million of its $800 million aggregate principal amount of outstanding 7.125% Senior Notes due 2021 (the “Original Notes”) for up to $500 million (the “Exchange Offer Maximum Amount”) of newly issued 7.125% Senior Notes due 2021 (the “New Notes”) and cash as described in the table below.

 

CUSIP/ISIN

  

Title of
Original
Notes

   Outstanding
Principal
Amount
     Title of
New
Notes
     Interest
Rate of
New
Notes
    Exchange
Consideration
(per $1,000 of
Original
Notes)*
     Early
Participation
Premium
(per $1,000
of Original
Notes)*
     Total
Consideration
(per $1,000 of
Original
Notes)**
     Consent
Payment
(per
$1,000 of
Original
Notes)
 

78412FAP9/ US78412FAP99

  

7.125%

Senior Notes due 2021 issued by the Issuer

   $ 800,000,000       




7.125%

Senior Notes
due 2021
issued by
the Issuer


 
 
 
 

     7.125   $
 


950
principal
amount
of New
Notes
 
 
 
 
 
   $
 


50
principal
amount
of New
Notes
 
 
 
 
 
   $
 


1,000
principal
amount
of New
Notes
 
 
 
 
 
   $
 
2.50
cash
payment
 
 
 

 

*

Subject to proration.

**

Includes the Early Participation Premium (as defined below). Any eligible holder who validly tenders after the Early Participation Date (as defined below) will only be entitled to receive the Exchange Consideration (as defined below) in exchange for Original Notes accepted in the Exchange Offer and will not receive the Early Participation Premium. The principal amount of Original Notes tendered by an eligible holder shall be subject to proration to comply with the Exchange Offer Maximum Amount or the Unsuccessful Consent Maximum Amount (as defined below), as applicable.

In consideration for each $1,000 principal amount of Original Notes validly tendered and related consents validly delivered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on January 17, 2020, unless extended (such date and time, as it may be extended, the “Early Participation Date”), holders of Original Notes will be eligible to receive $50 principal amount of its New Notes, subject to proration (the “Early Participation Premium”) and $950 principal amount of its New Notes, subject to proration (the “Exchange Consideration”, and together with the Early Participation Premium, the “Total Consideration”), and a cash payment of $2.50 (the “Consent Payment”). In exchange for each $1,000 principal amount of Original Notes validly tendered after the Early Participation Date but at or prior to 11:59 p.m., New York City time, on February 3, 2020, unless extended (such date and time, as it may be extended, the “Expiration Time”), and not validly withdrawn, holders of the Original Notes will be eligible to receive only the Exchange Consideration. The settlement date for the Exchange Offers will occur promptly after the Expiration Time and is expected to be the second business day after the Expiration Time (the “Settlement Date”).


In connection with the Exchange Offer, SESI is also soliciting consents (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) from eligible holders of the Original Notes to amend (the “Proposed Amendment”) the indenture dated December 6, 2011, governing the Original Notes (the “Original Notes Indenture”), upon the terms and subject to the conditions set forth in the Offering Memorandum (as defined below), to amend the lien covenant in the indenture governing the Original Notes (the “Original Notes Indenture”) to permit the issuance of the Superior Secured Notes defined and described below (the “Proposed Amendment”). If the Proposed Amendment is adopted, the Original Notes will be governed by the Original Notes Indenture, as amended by the Proposed Amendment. In order for the Proposed Amendment to the Original Notes Indenture to be adopted, holders of at least a majority of the aggregate principal amount of the Original Notes outstanding must consent to the Proposed Amendment (the “Requisite Consents”), and such consents must be received and not withdrawn prior to the earlier of (i) the Early Participation Date and (ii) the date on which the Requisite Consents are received and the supplemental indenture to the related Original Notes Indenture is executed (the “Withdrawal Deadline”).

The Exchange Offer is conditioned upon the valid tender, by the Expiration Time, of at least $250 million aggregate principal amount of Original Notes; provided, however, that SESI may, in its sole discretion, reduce such amount to $200 million aggregate principal amount to be validly tendered. The Exchange Offer is not conditioned upon receiving the Requisite Consents. However, if the Requisite Consents are not received, the maximum aggregate principal amount of Original Notes that will be accepted and exchanged in the Exchange Offer will be limited to $250 million, subject to proration adjustment, and the Consent Payment will not be made. If (i) the Requisite Consents are received and the principal amount of Original Notes tendered is such that in excess of the Exchange Offer Maximum Amount of New Notes would be issuable if all such tendered Original Notes were accepted in the Exchange Offer, then the principal amount of tendered Original Notes accepted by SESI will be the Exchange Offer Maximum Amount, subject to proration, and (ii) if the Requisite Consents are not received and the principal amount of Original Notes tendered is such that in excess of $250 million aggregate principal of New Notes (the “Unsuccessful Consent Maximum Amount”) would be issuable if all such tendered Original Notes were accepted in the Exchange Offer, then the principal amount of tendered Original Notes accepted by SESI will be the Unsuccessful Consent Maximum Amount, subject to proration.

The Exchange Offer and Consent Solicitation is being conducted in connection with Superior Energy’s previously announced entry into a definitive agreement to divest its U.S. service rigs, coiled tubing, wireline, pressure control, flowback, fluid management and accommodations service lines and combine them with Forbes Energy Services Ltd.’s (OTCQX: FLSS) complementary service lines to create a new, publicly traded consolidation platform for U.S. completion, production and water solutions (the “Combination”). The consummation of the Exchange Offer is a condition of the Combination; however, the consummation of the Combination is not a condition of the Exchange Offer and Consent Solicitation.

 

2


Substantially concurrently with the consummation of the Combination, the New Notes will automatically exchange into (1) up to $250 million of 8.000% Senior Second Lien Secured Notes due 2027 to be issued by Spieth Newco, Inc. (“Newco” and such notes, the “Newco Secured Notes”) and (2) only to the extent that the Requisite Consents are received in the Consent Solicitation, in an amount equal to the difference between the aggregate principle amount of the New Notes issued in the Exchange and $250 million, up to an additional $250 million of 8.000% Senior Second Lien Secured Notes due 2027 to be issued by SESI (the “Superior Secured Notes”), subject to adjustment. The indenture governing the Newco Secured Notes will contain restrictive covenants customary for issuances of high-yield secured notes of this type, and the indenture governing the Superior Secured Notes will contain restrictive covenants similar to those contained in the indenture governing SESI’s 7.75% Senior Notes due 2024.

Subsequent to the consummation of the Combination, and assuming the Exchange Offer is fully subscribed, SESI expects to keep the remaining $300 million aggregate principal amount of its Original Notes outstanding. However, if the Combination is not consummated by May 31, 2020 or is earlier terminated or abandoned, the New Notes issued in the Exchange Offer will be automatically exchanged for an equal principal amount of Original Notes to be issued as “Additional Notes” under the Original Notes Indenture.

The New Notes will accrue interest from (and including) the most recent date on which interest has been paid on the Original Notes; provided, that interest will only accrue with respect to the aggregate principal amount of New Notes that an Eligible Holder (as defined below) receives, which, to the extent such Eligible Holder tenders its Original Notes after the Early Participation Date, will be less than the principal amount of Original Notes tendered for exchange. For the avoidance of doubt, to the extent an interest payment date occurs prior to the Settlement Date, Eligible Holders who validly tendered and did not validly withdraw Original Notes in the Exchange Offer and Consent Solicitation will receive accrued and unpaid interest on such interest payment date in respect of such Original Notes.

The Information Agent for the Exchange Offer and Consent Solicitation is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Attention: Andrew Beck

Collect: (212) 269-5550

Toll-free: (800) 431-9633

Email: spnv@dfking.com

The Exchange Offer will only be made to, and the Offering Memorandum and other documents relating to the Exchange Offer will only be distributed to, holders who complete and return an eligibility letter confirming that they are (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), or (ii) outside the United States and persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S, who are “non-U.S. qualified offerees” (as defined in the eligibility letter) (such persons, “Eligible Holders”).

 

3


SESI will make the Exchange Offer only to Eligible Holders through, and pursuant to, the terms of a confidential offering memorandum and consent solicitation statement dated as of January 6, 2020 (as it may be amended or supplemented from time to time, the “Offering Memorandum”)). Superior Energy and its affiliates do not and will not make any recommendation as to whether Eligible Holders should exchange or refrain from exchanging their Original Notes. Tenders of the Original Notes in the Exchange Offer and Consent Solicitation may be validly withdrawn at any time at or before the Withdrawal Deadline but will thereafter be irrevocable, even if SESI otherwise extends the Early Participation Date or extends the Exchange Offer and Consent Solicitation beyond the initial Expiration Time, except in certain limited circumstances where additional withdrawal rights are required by applicable law. In the event of termination of the Exchange Offer, the Original Notes tendered will be promptly returned to the tendering holders. Requests for documents may be directed to the Information Agent at the address and telephone numbers provided above. Documents will only be distributed to holders of Original Notes that complete and return an eligibility form at www.dfking.com/spnv confirming that they are Eligible Holders for the purposes of the Exchange Offer and Consent Solicitation.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the New Notes, Newco Secured Notes or Superior Secured Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, this press release is neither an offer to purchase nor a solicitation of an offer to sell any Original Notes in the Exchange Offer or a solicitation of any consents to the Proposed Amendment. The New Notes, Newco Secured Notes and Superior Secured Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The New Notes, Newco Secured Notes and Superior Secured Notes will only be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

About Superior Energy

Superior Energy 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.

Forward-Looking Statements

All statements in this press release (and oral statements made regarding the subjects of this communication) other than historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of Superior Energy, SESI and Newco, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to: statements regarding the timing and effect of the Combination; the ability of SESI to satisfy the conditions to the settlement of the Exchange Offer and Consent Solicitation, general market and economic conditions, changes in law and government regulations and other matters affecting the businesses of Superior Energy, SESI or Newco, and the other risks described in the Offering Memorandum.

 

4


These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Superior Energy’s Annual Report on Form 10-K for the year ended December 31, 2018, and those set forth from time to time in Superior Energy’s filings with the Securities and Exchange Commission. Except as required by law, Superior Energy expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

###

 

5

EX-99.2

Exhibit 99.2

FOR FURTHER INFORMATION CONTACT:

Paul Vincent, VP of Treasury and Investor

Relations, (713) 654-2200

1001 Louisiana St., Suite 2900

Houston, TX 77002

NYSE: SPN

LOGO

SUPERIOR ENERGY SERVICES FOURTH QUARTER 2019 ACTIVITY UPDATE

Houston, January 6, 2020 – Superior Energy Services, Inc. (“Superior Energy” or the “Company”) (NYSE: SPN) today provided an update on fourth quarter 2019 activity.

The Baker Hughes U.S. land rig count declined by 49 rigs from the week ending October 4, 2019 through the week ending December 27, 2019. This rig count decline is greater than what the Company expected, and the Company believes it is impacting the Company’s industry generally. The industry slowdown will primarily impact the Company’s drilling products and services segment results for the fourth quarter of 2019 and the Company now expects revenue in this segment to decrease by 10% to 15% sequentially, lower than initial expectations of a 5% to 10% decline. Additionally, certain completion tools projects, which were anticipated to occur during the fourth quarter of 2019 have shifted to 2020. The Company now expects its technical solutions segment revenue to be approximately flat sequentially, which is lower than the Company’s initial expectations of as much as a 10% increase.

The indicative trends noted above are based on preliminary data and Superior Energy’s knowledge of trends in its industry affecting industry participants. Superior Energy is in the process of commencing its closing procedures for the year ended December 31, 2019, and Superior Energy’s final audited results may show trends materially different from the ranges and estimates indicated above, including as a result of closing procedures review adjustments, additional analysis of Superior Energy’s actual results and other developments that may arise between the date of this press release and the finalization of Superior Energy’s results for fiscal year 2019.

Also during the fourth quarter of 2019, and as previously announced, on December 10, 2019, Superior Energy discontinued its hydraulic fracturing operations.

About Superior Energy

Superior Energy 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.

Forward-Looking Statements

This press release includes forward-looking statements as defined under federal law. 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. These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Superior Energy’s Annual Report on Form 10-K for the year ended December 31, 2018, and those set forth from time to time in Superior


Energy’s filings with the Securities and Exchange Commission. Except as required by law, Superior Energy expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

###

 

2

EX-99.3

Exhibit 99.3

Unaudited pro forma condensed consolidated financial information of Superior Energy

On December 18, 2019, Superior Energy, NAM, Forbes, Newco, Spieth Merger Sub, Inc., a wholly-owned subsidiary of Newco (“NAM Merger Sub”), and Fowler Merger Sub, Inc., a wholly-owned subsidiary of Newco (“Forbes Merger Sub”), entered into a merger agreement (the “Merger Agreement”) whereby (i) NAM Merger Sub will merge with and into NAM (the “NAM Merger”), with NAM surviving the NAM Merger, and (ii) Forbes Merger Sub will merge with and into Forbes (the “Forbes Merger” and together with the NAM Merger, the “Combination”), with Forbes surviving the Forbes Merger. Upon completion of the Combination, each of NAM and Forbes will become wholly owned subsidiaries of Newco and Newco will hold what today are NAM’s and Forbes’ independent businesses.

After giving effect to the Combination, Superior Energy will own approximately 49.9% of Newco’s Class A common stock and 100% of Newco’s Class B common stock, which will collectively represent an approximate 65% economic interest in Newco, and former Forbes stockholders will own approximately 50.1% of the Newco Class A common stock, representing an approximate 35% economic interest in Newco. Forbes’ economic interest in Newco is subject to adjustment within certain parameters set forth in the Merger Agreement. The consummation of the Combination is subject to certain customary conditions and is also conditioned upon the consummation of SESI, L.L.C.’s (the “Issuer”) private offer to exchange (the “Exchange Offer”) up to $500 million of its $800 million aggregate principal amount of outstanding 7.125% Senior Notes due 2021 (the “Original Notes”) for up to $500 million of newly issued 7.125% Senior Notes due 2021 of the Issuer (the “New Notes”), pursuant to the terms of a private offering memorandum and consent solicitation statement dated January 6, 2020 (the “Offering Memorandum”). Capitalized terms used but not defined in these Superior Energy unaudited pro forma financial statements have the meanings assigned to them in the Offering Memorandum.

The Superior Energy unaudited pro forma financial statements are derived and give effect to the Combination, the Exchange Offer (assuming it is fully subscribed) and the Combination Exchange by applying pro forma adjustments to the historical consolidated financial statements of Superior Energy. The Superior Energy Unaudited Pro Forma Financial Statements give effect to Pumpco’s discontinued operations. The pro forma adjustments are described in the accompanying notes. Pro forma adjustments included in the Superior Energy pro forma financial statements are limited to those that are (i) directly attributable to the Combination, the Exchange Offer and the Combination Exchange and associated transactions, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on Superior Energy’s results, such as:

 

   

adjustments to reflect financing arrangements entered into in connection with the Combination; and

 

   

effect of transaction costs in connection with the Combination.

 

   

adjustments to reflect fully subscribed Exchange Offer;

 

   

adjustments to reflect the issuance of the Remainco Secured Notes; and

 

   

adjustments to give effect to Pumpco’s discontinued operations.

The “SPN Historical” columns in the Superior Energy unaudited pro forma financial statements below reflect Superior Energy’s historical financial statements for the periods presented and do not reflect any adjustments related to the Combination, the Exchange Offer and the Combination Exchange and related transactions.

The unaudited pro forma condensed consolidated balance sheet was prepared to give effect to the Combination, the Exchange Offer and the Combination Exchange as if they had been completed on September 30, 2019, and the unaudited pro forma condensed consolidated statements of operations were prepared to give effect to the Combination, the Exchange Offer and the Combination Exchange as if they had been completed on January 1, 2018.

The unaudited pro forma financial statements should be read in conjunction with the information contained in the sections entitled “The transactions” and “Summary historical consolidated financial data of Superior Energy” of the Offering Memorandum and the historical consolidated financial statements and related notes appearing elsewhere, or incorporated within, the Offering Memorandum, including the following:

 

   

historical financial statements of Superior Energy and the related notes included in Superior Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the SEC; and


   

historical financial statements of Superior Energy and the related notes included in Superior Energy’s Quarterly Report on Form 10-Q for the period ended September 30, 2019 as filed with the SEC.

The accompanying Superior Energy Unaudited Pro Forma Financial Statements are presented for illustrative purposes only. The Superior Energy Unaudited Pro Forma Financial Statements are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Combination and Combination Exchange been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of Superior Energy following the Combination and Combination Exchange. The actual financial position and results of operations of Superior Energy following the Combination and Combination Exchange may significantly differ from the Superior Energy Unaudited Pro Forma Financial Statements reflected herein due to a variety of factors. The Superior Energy Unaudited Pro Forma Financial Statements are based upon available information and certain assumptions that management believes are reasonable. Furthermore, the unaudited pro forma condensed consolidated statements of operations do not reflect future events that may occur after the effectiveness of the Combination and related transactions, including, but not limited to, material non-recurring charges subsequent to the close.


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2019

(in thousands)

 

           Pro Forma  
     Superior Energy
Historical
    Pro Forma
Adjustments
          Pumpco Energy
Services
    (f)      Pro Forma Superior
Energy
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

   $ 259,889     $ (32,700     (a   $ —          $ 227,189  

Accounts receivable, net

     368,530       (112,501     (b     (44,878        211,151  

Inventory and other current assets

     204,600       (33,741     (b     (12,220        158,639  

Assets held for sale

     —         —           57,098          57,098  
  

 

 

   

 

 

     

 

 

      

 

 

 

Total current assets

     833,019       (178,942       —            654,077  

Property, plant and equipment, net of accumulated depreciation and depletion

     891,540       (238,487     (b     (198,561        454,492  

Operating lease right-of-use assets

     96,190       (30,308     (b     (12,033        53,849  

Goodwill

     135,922       —           —            135,922  

Intangibles and other long-term assets, net of amortization

     167,080       (4,527     (b     (46,730        115,823  

Equity investment in NewCo

     —         86,644       (c     —            86,644  

Assets held for sale

     —         —           257,324          257,324  
  

 

 

   

 

 

     

 

 

      

 

 

 

Total assets

   $ 2,123,751     $ (365,620     $ —          $ 1,758,131  
  

 

 

   

 

 

     

 

 

      

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

             

Current liabilities:

             

Accounts payable

   $ 110,398     $ (22,903     (b   $ (17,642      $ 69,853  

Accrued expenses

     220,623       (41,757     (b     (11,871        166,995  

Income taxes payable

     3,842       (9,524     (b     —            (5,682

Current portion of decommissioning liabilities

     3,621       (3,621     (b     —            —    

Liabilities held for sale

     —         —           29,513          29,513  
  

 

 

   

 

 

     

 

 

      

 

 

 

Total current liabilities

     338,484       (77,805       —            260,679  

Long-term debt

     1,285,755       (258,906     (d     —            1,026,849  

Decommissioning liabilities

     131,263       (4,861     (b     —            126,402  

Operating lease liabilities

     76,255       (19,625     (b     (11,482        45,148  

Other long-term liabilities

     148,907       (2,192     (b     (1,249        145,466  

Liabilities held for sale

     —         —           12,731          12,731  

Stockholders’ equity:

             

Common stock

     157       —           —            157  

Additional paid in capital

     2,748,477       —           —            2,748,477  

Parent company investment

     —         (315,081     (b     —            (315,081

Accumulated other comprehensive loss, net

     (76,987     —           —            (76,987

Retained deficit

     (2,528,560     312,850       (e     —            (2,215,710
  

 

 

   

 

 

     

 

 

      

 

 

 

Total stockholders’ equity

     143,087       (2,231       —            140,856  
  

 

 

   

 

 

     

 

 

      

 

 

 

Total liabilities and stockholders’ equity

     2,123,751       (365,620       —            1,758,131  
  

 

 

   

 

 

     

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial information.


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2019

(in thousands)

 

           Pro Forma  
     Superior
Energy
Historical
    Pro Forma
Adjustments
          Pumpco Energy
Services
    (f)      Pro Forma
Superior
Energy
 

Revenues

   $ 1,329,208     $ (484,392     (g   $ (239,911      $ 604,905  

Cost of services and rentals (exclusive of depreciation, depletion, amortization and accretion)

     920,797       (366,344     (g     (219,285        335,168  

Depreciation, depletion, amortization and accretion

     225,046       (56,097     (g     (72,271        96,678  

General and administrative expenses

     208,597       (61,936     (g )(h)      (5,582        141,079  

Reduction in value of assets

     40,952       (10,119     (g     (23,825        7,008  
  

 

 

   

 

 

     

 

 

      

 

 

 

Loss from operations

     (66,184     10,104         81,052          24,972  

Other income (expense):

             

Interest expense, net

     (74,275     11,719       (i     —            (62,556

Other income (expense)

     (4,476     398       (g     —            (4,078

Equity in losses of NewCo

     —         (39,138     (j     —            (39,138
  

 

 

   

 

 

     

 

 

      

 

 

 

Income (loss) from operations before income taxes

     (144,935     (16,917       81,052          (80,800

Income taxes expense (benefit)

     12,261       (9,524     (g  )(k)      —            2,737  
  

 

 

   

 

 

     

 

 

      

 

 

 

Net income (loss) from continuing operations

     (157,196     (7,393       81,052          (83,537

Loss from discontinued operations

     —         —           (81,052        (81,052
  

 

 

   

 

 

     

 

 

      

 

 

 

Net income (loss)

   $ (157,196   $ (7,393     $ —          $ (164,589
  

 

 

   

 

 

     

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial information.


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2018

(in thousands)

 

           Pro Forma  
     Superior
Energy
Historical
    Pro Forma
Adjustments
          Pumpco Energy
Services
    (f)      Pro Forma
Superior
Energy
 

Revenues

   $  1,590,934     $  (549,376     (g   $  (501,524      $ 540,034  

Cost of services and rentals (exclusive of depreciation, depletion, amortization and accretion)

     1,117,659       (433,233     (g     (395,565        288,861  

Depreciation, depletion, amortization and accretion

     303,584       (93,942     (g     (90,623        119,019  

General and administrative expenses

     214,611       (67,091     (g )(h)      (10,566        136,954  

Reduction in value of assets

     —         (461     (g     —            (461
  

 

 

   

 

 

     

 

 

      

 

 

 

Loss from operations

     (44,920     45,351         (4,770        (4,339

Other income (expense):

             

Interest expense, net

     (74,733     11,719       (i     —            (63,014

Other income (expense)

     (4,394     (34     (g     —            (4,428

Equity in losses of NewCo

     —         (34,165     (j     —            (34,165
  

 

 

   

 

 

     

 

 

      

 

 

 

Income (loss) from operations before income taxes

     (124,047     22,871         (4,770        (105,946

Income taxes expense (benefit)

     (16,846     3,303       (g )(k)      (1,002        (14,545
  

 

 

   

 

 

     

 

 

      

 

 

 

Net income (loss) from continuing operations

     (107,201     19,568         (3,768        (91,401

Loss from discontinued operations

     (729     —           3,768          3,039  
  

 

 

   

 

 

     

 

 

      

 

 

 

Net income (loss)

   $ (107,930   $ 19,568       $ —          $  (88,362
  

 

 

   

 

 

     

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial information.


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2018

(in thousands)

 

           Pro Forma  
     Superior
Energy
Historical
    Pro Forma
Adjustments
          Pumpco Energy
Services
    (f)      Pro Forma
Superior
Energy
 

Revenues

   $ 2,130,265     $ (737,533     (g   $ (651,408      $ 741,324  

Cost of services and rentals (exclusive of depreciation, depletion, amortization and accretion)

     1,502,104       (575,852     (g     (531,615        394,637  

Depreciation, depletion, amortization and accretion

     400,848       (123,124     (g     (122,409        155,315  

General and administrative expenses

     289,252       (84,150     (g ) (h)      (12,784        192,318  

Reduction in value of assets

     739,725       (277,610     (g     (417,012        45,103  
  

 

 

   

 

 

     

 

 

      

 

 

 

Loss from operations

     (801,664     323,203         432,412          (46,049

Other income (expense):

             

Interest expense, net

     (99,477     15,625       (i     —            (83,852

Other income (expense)

     (1,678     (207     (g     —            (1,885

Equity in losses of NewCo

     —         (212,025     (j     —            (212,025
  

 

 

   

 

 

     

 

 

      

 

 

 

Income (loss) from operations before income taxes

     (902,819     126,596         432,412          (343,811

Income taxes expense (benefit)

     (45,433     21,104       (g ) (k)      —            (24,329
  

 

 

   

 

 

     

 

 

      

 

 

 

Net income (loss) from continuing operations

     (857,386     105,492         432,412          (319,482

Loss from discontinued operations

     (729     —           (432,412        (433,141
  

 

 

   

 

 

     

 

 

      

 

 

 

Net income (loss)

   $ (858,115   $ 105,492       $ —          $ (752,623
  

 

 

   

 

 

     

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial information.


Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 1. Pro Forma Adjustments and Assumptions

 

(a)

To reflect the adjustment to cash for the one-time cash distribution from Superior Energy to Newco in connection with the Combination, the payment of estimated transaction costs, and the debt issuance costs related to the financing arrangements as follows (in thousands):

 

Cash contribution to NewCo

   $ (20,000

Estimated debt issuance costs related to financing arrangements

     (11,650

Estimated transaction costs

     (1,050
  

 

 

 

Pro forma adjustment to cash

   $ (32,700
  

 

 

 

 

(b)

Adjustment to eliminate NAM historical balances from Superior Energy’s Consolidated Balance Sheet as of September 30, 2019, refer to NAM historical financial statements included elsewhere in this offering.

 

(c)

Adjustment represents Superior Energy’s equity method investment in Newco, which combines the historical operating results of NAM and Forbes as if the Combination and related transactions occurred as of September 30, 2019 and calculated as follows (in thousands):

 

Newco’s shareholders’ equity

   $ 163,299  

Less: Preferred stock

     (30,000
  

 

 

 

Newco’s common shareholders’ equity

     133,299  

Ownership percentage

     65.0
  

 

 

 

Equity investment

   $ 86,644  
  

 

 

 

 

(d)

Concurrently with the consummation of the Combination, the New Notes will be automatically exchanged for (1) up to $250 million of Newco Secured Notes and (2) only to the extent that consents are received in the consent solicitation from holders holding at least a majority of the then-outstanding aggregate principal amount of Original Notes, up to $250 million of Superior Secured Notes. Subsequent to the consummation of the Combination and related transactions, Superior Energy expects to keep the remaining $300 million aggregate principal amount of its original notes outstanding. The following reflects the total pro forma adjustment to long-term debt (in thousands):

 

Senior unsecured notes exchanged

   $
(250,000

Write-off of unamortized issuance costs

     2,744  

Increase in deferred issuance costs related to financing arrangements

     (11,650
  

 

 

 

Pro forma adjustment to long-term debt

   $ (258,906
  

 

 

 

 

(e)

Represents a pro forma adjustment to Superior Energy’s historical retained deficit to reflect the net impact of the Combination and related transactions.

 

(f)

Adjustments to reflect Pumpco Energy Services, Inc.’s (“Pumpco”) operations as discontinued operations. On December 10, 2019, Pumpco, an indirect, wholly owned subsidiary of Superior Energy Services, determined to discontinue, wind down and exit its hydraulic fracturing operations. In connection with discontinuing, winding down and exiting the hydraulic fracturing business, Superior Energy expects to report a pre-tax charge of approximately $47 million in reduction in value of assets, primarily related to intangible assets and expects to incur approximately $12 million in costs associated with the discontinuance of operations. These are preliminary estimates subject to change. The sale of Pumpco’s assets will occur over time, and as such the


  value of the assets will fluctuate based on estimated gains and losses. These fluctuations could result in additional impairments. The estimated reduction in asset value was prepared using current best estimates of the asset values, and included a full impairment of intangible assets. Estimated shutdown costs include current best estimates of costs related to severance and to the shut-down of facilities.

 

(g)

Adjustment to eliminate NAM’s historical revenue and expenses from Superior Energy’s Consolidated Statements of Operations for the nine months ended September 30, 2019 and 2018 and year ended December 31, 2018, refer to NAM historical financial statements included elsewhere in this offering.

 

(h)

Adjustments also include $25.6 million, $28.9 million and $34.4 million of expenses allocated to NAM for administrative support services provided by Superior Energy for the nine months ended September 30, 2019, the nine months ended September 30, 2018 and the year ended December 31, 2018.

 

(i)

Adjustment to reflect a net decrease in interest expense related to the Exchange Offer as follows (in thousands):

 

     Nine Months Ended
September 30, 2019
     Nine Months Ended
September 30, 2018
     Year Ended
December 31, 2018
 

Eliminate interest expense on notes being exchanged

   $ 26,719      $ 26,719      $ 35,625  

Additional interest on Superior secured notes

     (15,000      (15,000      (20,000
  

 

 

    

 

 

    

 

 

 

Pro forma adjustments to interest expense

   $ 11,719      $ 11,719      $ 15,625  
  

 

 

    

 

 

    

 

 

 

Assumed rate of interest for the Superior Secured Notes is 8.000%

 

(j)

Represents Superior Energy’s equity method investment in Newco, which combines the historical operating results of NAM and Forbes as if the Combination occurred on January 1, 2018 and calculated as follows (in thousands):

 

     Nine Months Ended
September 30, 2019
    Nine Months Ended
September 30, 2018
    Year Ended
December 31, 2018
 

NewCo net loss

   $ (60,212   $ (52,562   $ (326,192

Ownership percentage

     65     65     65
  

 

 

   

 

 

   

 

 

 

Equity in losses in NewCo

   $ (39,138   $ (34,165   $ (212,025
  

 

 

   

 

 

   

 

 

 

 

(k)

Represents adjustments to both eliminate the tax provision for NAM, as well as to reflect the income tax expense (benefit) related to income/(loss) before income taxes generated by the pro forma adjustments. The tax benefit for the nine months ended September 30, 2018 is based on the U. S. statutory tax rate of 21%. There is no tax benefit related to the pro forma adjustments for the twelve months ended December 31, 2018 and the nine months ended September 30, 2019 due to the fact that Superior Energy has a net deferred tax asset at December 31, 2018 upon which a valuation allowance was recorded. Therefore, no tax benefit has been provided for losses resulting from pro forma adjustments subsequent to September 30, 2018, as follows (in thousands):

 

     Nine Months Ended
September 30, 2019
     Nine Months Ended
September 30, 2018
     Year Ended
December 31, 2018
 

To eliminate NAM’s tax provision

   $ (9,524    $ 8,017      $ 21,104  

Tax provision relating to pro forma adjustments

     —          (4,714      —    
  

 

 

    

 

 

    

 

 

 

Pro forma income taxes adjustment

   $ (9,524    $ 3,303      $ 21,104  
  

 

 

    

 

 

    

 

 

 

The final income tax impact may be materially different as more detailed information will become available after the consummation of the Combination and related transactions.


Unaudited pro forma condensed combined financial information of Newco

On December 18, 2019, Superior Energy, NAM, Forbes, Newco, Spieth Merger Sub, Inc., a wholly-owned subsidiary of Newco (“NAM Merger Sub”), and Fowler Merger Sub, Inc., a wholly-owned subsidiary of Newco (“Forbes Merger Sub”), entered into a merger agreement (the “Merger Agreement”) whereby (i) NAM Merger Sub will merge with and into NAM (the “NAM Merger”), with NAM surviving the NAM Merger, and (ii) Forbes Merger Sub will merge with and into Forbes (the “Forbes Merger” and together with the NAM Merger, the “Combination”), with Forbes surviving the Forbes Merger. Upon completion of the Combination, each of NAM and Forbes will become wholly owned subsidiaries of Newco and Newco will hold what today are NAM’s and Forbes’ independent businesses.

After giving effect to the Combination, Superior Energy will own approximately 49.9% of Newco’s Class A common stock and 100% of Newco’s Class B common stock, which will collectively represent an approximate 65% economic interest in Newco, and former Forbes stockholders will own approximately 50.1% of the Newco Class A common stock, representing an approximate 35% economic interest in Newco. Forbes’ economic interest in Newco is subject to adjustment within certain parameters set forth in the Merger Agreement. The consummation of the Combination is subject to certain customary conditions and is also conditioned upon the consummation of SESI, L.L.C.’s (the “Issuer”) private offer to exchange (the “Exchange Offer”) up to $500 million of its $800 million aggregate principal amount of outstanding 7.125% Senior Notes due 2021 for up to $500 million of newly issued 7.125% Senior Notes due 2021 of the Issuer, pursuant to the terms of a private offering memorandum and consent solicitation statement dated January 6, 2020 (the “Offering Memorandum”). Capitalized terms used but not defined in these NAM unaudited pro forma financial statements have the meanings assigned to them in the Offering Memorandum.

The following unaudited pro forma condensed combined financial information (“the unaudited pro forma statements”) are derived by combining the historical financial statements of NAM and Forbes after giving effect to the Combination and Combination Exchange using the acquisition method of accounting and incorporating preliminary estimates, assumptions and pro forma adjustments as described in the accompanying notes to the unaudited pro forma statements, such as:

 

   

Application of the acquisition method of accounting in connection with the Combination;

 

   

Adjustments to reflect financing arrangements entered into in connection with the Combination;

 

   

Effect of transaction costs in connection with the Combination;

 

   

Adjustments to reflect the entering into the Newco Credit Facility;

 

   

Adjustments to reflect $22.8 million of borrowings under the Newco Credit Facility;

 

   

Adjustments to reflect the issuance of the Newco Secured Notes;

 

   

Adjustments to reflect the divestiture of drilling rigs; and

 

   

Adjustments to reflect the Cretic Energy acquisitions as if such acquisition occurred on January 1, 2018.

The unaudited pro forma condensed combined balance sheet is presented as if the Combination, Exchange Offer and Combination Exchange had occurred on September 30, 2019, and the unaudited pro forma condensed combined statements of operations are presented as if the Combination, Exchange Offer and Combination Exchange had occurred on January 1, 2018.

The unaudited pro forma statements were prepared using: (i) NAM combined financial statements for the year ended December 31, 2018, which are included in the Offering Memorandum; (ii) Forbes’s consolidated financial statements for the year ended December 31, 2018, as filed with the SEC and incorporated by reference into the Offering Memorandum; (iii) NAM combined financial statements as of and for the nine months ended September 30, 2019, which are included in the Offering Memorandum; and (iv) Forbes’ consolidated financial statements as of and for the nine months ended September 30, 2019, as filed with the SEC and incorporated by reference into the Offering Memorandum.

NAM and Forbes have determined that NAM will be the accounting acquirer in the Combination based on the facts and circumstances outlined in “The Accounting Treatment.” Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets and liabilities acquired based on their respective fair


market values, with any excess purchase price allocated to goodwill. The pro forma purchase price allocation was based on the preliminary estimated enterprise value of Forbes. Following the effective date of the Combination, NAM expects to finalize the purchase price allocation after considering a detailed appraisal of Forbes’ assets. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

NAM is developing a plan to integrate the operations of Forbes after the Combination. In connection with that plan, management anticipates that certain non-recurring charges, such as operational relocation expenses and employee severance costs will be incurred in connection with this integration. Management cannot identify the timing, nature and amount of such charges as of the date of the Offering Memorandum. However, any such charge could affect the future results in the period in which such charges are incurred. The unaudited pro forma statements do not include the effects of the costs associated with any restructuring or other integration activities resulting from the Combination. The unaudited pro forma statements do not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities which might result from the Combination.

The unaudited pro forma statements should be read in conjunction with the separate historical financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations of NAM that are included in the Offering Memorandum and of Forbes that are filed with the SEC and incorporated by reference in the Offering Memorandum.

The unaudited pro forma statements are not intended to represent or be indicative of the combined results of operations or financial condition of Newco that would have been reported had the Combination been completed as of the dates presented, and further should not be taken as a representative of the future combined results of operations or financial condition of Newco.


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2019

(in thousands)

 

     Historical     Pro Forma  
     NAM      Forbes     Adjustments          NewCo  

ASSETS

            

Current assets:

            

Cash and cash equivalents

   $ —        $ 6,341       (6,272   (a)    $ 69  

Accounts receivable, net

     112,501        32,397       —            144,898  

Inventory and other current assets

     33,741        7,631       —            41,372  
  

 

 

    

 

 

   

 

 

      

 

 

 

Total current assets

     146,242        46,369       (6,272        186,339  

Property, plant and equipment, net of accumulated depreciation

     238,487        131,209       (18,175   (b)      351,521  

Operating lease right-of-use assets

     30,308        6,701       —            37,009  

Intangibles and other long-term assets, net of accumulated amortization

     4,527        14,273       (12,797   (b)      6,003  
  

 

 

    

 

 

   

 

 

      

 

 

 

Total assets

     419,564        198,552       (37,244        580,872  
  

 

 

    

 

 

   

 

 

      

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

            

Current liabilities:

            

Accounts payable

   $ 22,903      $ 7,962     $ —          $ 30,865  

Accrued expenses

     41,759        19,326       —            61,085  

Income taxes payable

     9,524        —         —            9,524  

Current portion of long-term debt

     —          61,679       (61,679   (c)      —    

Current portion of asset retirement obligations

     3,619        —         —            3,619  
  

 

 

    

 

 

   

 

 

      

 

 

 

Total current liabilities

     77,805        88,967       (61,679        105,093  

Long-term debt

     —          65,662       214,939     (d)      280,601  

Asset retirement obligations

     4,861        —              4,861  

Operating lease liabilities

     19,625        4,836            24,461  

Other long-term liabilities

     2,192        365            2,557  

Stockholders’ equity:

            

Common stock

     —          55       (55   (e)      —    

Preferred stock

     —          —         30,000     (f)      30,000  

Additional paid in capital

     —          150,716       (150,716   (e)      —    

Parent company investment

     315,081        —         —            315,081  

Retained deficit

     —          (112,049     (69,733   (e)      (181,782
  

 

 

    

 

 

   

 

 

      

 

 

 

Total stockholders’ equity

     315,081        38,722       (190,504        163,299  
  

 

 

    

 

 

   

 

 

      

 

 

 

Total liabilities and stockholders’ equity

     419,564        198,552       (37,244        580,872  
  

 

 

    

 

 

   

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed combined financial information.


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2019

(in thousands)

 

     Historical     Pro Forma  
     NAM     Forbes     Adjustments          Drilling Rigs     (j)    NewCo  

External Revenues

   $ 482,613     $ 153,647     $ —          $ (32,831      $ 603,429  

Revenues-affiliates

     1,779       —         —            —            1,779  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Revenues

     484,392       153,647       —            (32,831        605,208  

Cost of services and rentals (exclusive of depreciation, amortization and accretion)

     365,014       128,397       —            (27,396        466,015  

Cost of services and rentals (exclusive of depreciation, amortization and accretion) - affiliates

     1,330       —         —            —            1,330  

Depreciation, amortization and accretion

     56,097       22,935       (4,264   (g)      (6,421        68,347  

General and administrative expenses

     36,364       17,486       —            (1,692        52,158  

General and administrative expenses - affiliates

     25,572       —         —            —            25,572  

Reduction in value of assets

     10,119       19,222       —            (7,556        21,785  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Loss from operations

     (10,104     (34,393     4,264          10,234          (29,999

Other income (expense):

                

Interest expense, net

     —         (19,093     2,303     (h)      —            (16,790

Other income (expense)

     (398     —         —                 (398
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Income (loss) from operations before income taxes

     (10,502     (53,486     6,567          10,234          (47,187

Income taxes expense (benefit)

     9,524       (27     1,379     (i)      2,149          13,025  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

Net income (loss)

   $ (20,026   $ (53,459   $ 5,188        $ 8,085        $ (60,212
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed combined financial information.


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2018

(in thousands)

 

     Historical     Pro Forma  
     NAM     Forbes     Cretic Energy
Acquisition
    (k)    Adjustments          Drilling Rigs     (j)    NewCo  

External Revenues

   $ 544,239     $ 124,444     $ 51,030        $ —          $ (52,286      $ 667,427  

Revenues-affiliates

     5,137       —         —            —            —            5,137  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

Revenues

     549,376       124,444       51,030          —            (52,286        672,564  

Cost of services and rentals (exclusive of depreciation, amortization and accretion)

     430,885       101,608       38,218          —            (39,543        531,168  

Cost of services and rentals (exclusive of depreciation, amortization and accretion) - affiliates

     2,348       —         —            —            —            2,348  

Depreciation, amortization and accretion

     93,942       22,381       3,762          (4,186   (g)      (13,472        102,427  

General and administrative expenses

     38,151       17,341       (1,250        —            (1,865        52,377  

General and administrative expenses - affiliates

     28,940       —         —            —            —            28,940  

Reduction in value of assets

     461       —         —            —            —            461  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

Loss from operations

     (45,351     (16,886     10,300          4,186          2,594          (45,157

Other income (expense):

                     

Interest expense, net

     —         (7,264     —            (9,101   (h)      —            (16,365

Other income (expense)

     34       —         —            —            —            34  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

Income (loss) from operations before income taxes

     (45,317     (24,150     10,300          (4,915        2,594          (61,488

Income taxes expense (benefit)

     (8,017     (422     —            (1,032   (i)      545          (8,926
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

Net income (loss)

   $ (37,300   $ (23,728   $ 10,300        $ (3,883      $ 2,049        $ (52,562
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed combined financial information.


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2018

(in thousands)

 

     Historical     Pro Forma  
     NAM     Forbes     Cretic Energy
Acquisition
    (k)    Adjustments          Drilling Rigs     (j)    NewCo  

External Revenues

   $ 730,975     $ 180,898     $ 51,030        $ —          $ (71,016      $ 891,887  

Revenues-affiliates

     6,558       —         —            —            —            6,558  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

Revenues

     737,533       180,898       51,030          —            (71,016        898,445  

Cost of services and rentals (exclusive of depreciation, amortization and accretion)

     572,442       146,825       38,218          —            (53,215        704,270  

Cost of services and rentals (exclusive of depreciation, amortization and accretion) - affiliates

     3,410       —                   —            3,410  

Depreciation, amortization and accretion

     123,124       30,543       3,762          (5,680   (g)      (18,020        133,729  

General and administrative expenses

     49,729       25,390       (1,250        —            (2,233        71,636  

General and administrative expenses - affiliates

     34,421       —         —            —            —            34,421  

Reduction in value of assets

     277,610       —         —            —            (1,337        276,273  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

Loss from operations

     (323,203     (21,860     10,300          5,680          3,789          (325,294

Other income (expense):

                     

Interest expense, net

     —         (11,150     —            (10,666   (h)      —            (21,816

Other income (expense)

     207       —         —            —            —            207  
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

Income (loss) from operations before income taxes

     (322,996     (33,010     10,300          (4,986        3,789          (346,903

Income taxes expense (benefit)

     (21,104     (403     —            —       (i)      796          (20,711
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

Net income (loss)

   $ (301,892   $ (32,607   $ 10,300        $ (4,986      $ 2,993        $ (326,192
  

 

 

   

 

 

   

 

 

      

 

 

      

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed combined financial information.


Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Preliminary Purchase Price Allocation

The unaudited pro forma financial statements were prepared using the acquisition method of accounting with NAM being the acquirer of Forbes. The pro forma purchase price allocation was based on the preliminary estimated enterprise value of Forbes. Following the completion of the Combination, NAM expects to finalize the purchase price allocation after considering a detailed appraisal of the Forbes’ assets. The final allocation will be based upon valuations and other analysis for which there is currently insufficient information to make a definitive allocation. Accordingly, the purchase price allocation adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma financial statements. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein. The following is the preliminary purchase price allocation related to the acquisition of Forbes (in thousands):

 

Current Assets

   $ 46,369  

PP&E

     113,034  

Other non-current assets

     8,177  

Current liabilities

     (88,967

Long-term debt

     (65,662

Non-current liabilities

     (5,201
  

 

 

 

Estimated fair value of net assets acquired

   $ 7,750  

Purchase price

   $ 7,750  

Note 2. Pro Forma Assumptions and Adjustments

 

(l)

To reflect the adjustment to cash for the retirement of Forbes’ outstanding debt, the payment of estimated transaction costs, and the debt issuance costs related to the financing arrangements as follows (in thousands):

 

Cash contributed by Superior Energy

   $ 20,000  

Borrowing under ABL revolving facility

     22,800  

Issuance of mandatory convertible preferred stock

     30,000  

Forbes’s outstanding debt repayment

     (59,397

Estimated debt issuance costs related to financing arrangements

     (3,325

Estimated transaction costs

     (16,350
  

 

 

 

Pro forma adjustment to cash

   $ (6,272
  

 

 

 

 

(m)

Adjustments to reflect Forbes’ property, plant and equipment and intangibles at their estimated fair value. Final purchase price adjustments may differ materially from the preliminary estimates presented herein.


(n)

and (d) To reflect pro forma adjustment related to repayment of Forbes’ debt and related financing transactions as follows (in thousands):

 

    Historical Forbes         Pay down/Conversion
of Forbes’ Debt
    New Debt     NewCo Pro Forma
Debt
 

Term loan agreement

  $ 55,397       $ (55,397     —       $ —    

Issuance of Newco Secured Notes

    —           —         250,000       250,000  

Borrowings under Newco Credit Facility

    4,000         (4,000     22,800       22,800  

Increase in deferred issuance costs

    —           —         (3,325     (3,325

Financing leases

    11,126         —         —         11,126  
 

 

 

     

 

 

   

 

 

   

 

 

 

Total debt

  $ 70,523       $ (59,397   $ 269,475     $ 280,601  
 

 

 

     

 

 

   

 

 

   

 

 

 

PIK Notes convert to equity

    56,818         (56,818     —         —    

Total Debt

    127,341         (116,215     269,475       280,601  

Debt adjustment:

         

- Debt settled with cash

  $ (59,397        

- Debt converted to equity

    (56,818        

- Plus new debt

    269,475          
 

 

 

         

Total impact on debt

    153,260          

Short term debt balance

    61,679     (c)      
 

 

 

         

Impact on long term debt

  $ 214,939     (d)      
 

 

 

         

(e) Adjustments to reflect the elimination of Forbes’ historical stockholders’ equity and to record the impact of the Combination and related transactions to the combined retained earnings (in thousands):

 

Eliminate Forbes’ historical stockholders’ equity

   $ (38,722

Net impact of pro forma adjustments

     (31,011
  

 

 

 

Pro forma adjustment to equity

   $ (69,733
  

 

 

 

(f) To reflect issuance of the mandatory convertible preferred stock with a term of three years and a 5% annual dividend rate. The convertible preferred shares will vote with Newco’s common stock as a single class on an “as-converted” basis.

 

(g)

To reflect pro forma depreciation and amortization expense adjustments as follows (in thousands):

 

     Nine Months Ended
September 30, 2019
     Nine Months Ended
September 30, 2018
     Year Ended
December 31, 2018
 

Net decrease to depreciation expense as a result of fair value adjustment to property, plant and equipment

   $ (3,040    $ (2,962    $ (4,048

Decrease to amortization expense as a result of fair value adjustment to intangibles

     (1,224      (1,224      (1,632
  

 

 

    

 

 

    

 

 

 

Pro forma adjustment to depreciation and amortization

   $ (4,264    $ (4,186    $ (5,680
  

 

 

    

 

 

    

 

 

 

 

(h)

To reflect pro forma interest expense adjustments as follows (in thousands):

 

     Nine Months Ended
September 30, 2019
     Nine Months Ended
September 30, 2018
     Year Ended
December 31, 2018
 

Interest expense associated with financing arrangements

   $ (16,368    $ (16,368    $ (21,824

Eliminate interest expense associated with retirement of Forbes’ debt

     18,671        7,267        11,158  
  

 

 

    

 

 

    

 

 

 

Pro forma adjustment to interest expense

   $ 2,303      $ (9,101    $ (10,666
  

 

 

    

 

 

    

 

 

 

A 1% increase in floating interest rates would have increased such annual interest expense by approximately $0.2 million. Accordingly, Newco’s interest expense may increase as a result of interest rate fluctuations. The actual impact of a 1% increase would depend on the amount of floating rate debt outstanding, which fluctuates from time to time.


(i)

Represents the adjustment to reflect income tax expense (benefit) related to income (loss) before income taxes generated by the pro forma adjustments. The tax expense for the nine months ended September 30, 2019 and the tax benefit for the nine months ended September 30, 2018 is based on U. S. statutory tax rate of 21%. There is no tax benefit related to the pro forma adjustments for the twelve months ended December 31, 2018 due to the fact that NAM has a net deferred tax asset at December 31, 2018 upon which they have recorded a valuation allowance. Therefore, no tax benefit has been provided for losses resulting from pro forma adjustments for the twelve months ended December 31, 2018. There is no tax expense (benefit) related to the Cretic Energy acquisition since it was a limited liability company. Because the tax rate used for these pro forma financial statements is an estimate, it will likely vary from the actual rate in periods subsequent to the completion of the Combination and those differences may be material.

 

(j)

Adjustment to reflect the divestiture of the drilling rigs business during the second quarter of 2019, including a pro forma tax impact calculated using the statutory tax rate. NAM divested its drilling rigs business which included 12 U.S. land based drilling rigs and related equipment for which Superior Energy received $78.0 million in cash proceeds.

 

(k)

Adjustment to reflect the impact of acquisition of Cretic Energy by Forbes as if it occurred on January 1, 2018. On November 16, 2018, Forbes acquired 100% of outstanding units of Cretic. The acquisition of Cretic was accounted for as a business combination using the acquisition method of accounting. The financial results of Cretic Energy from October 1, 2018 to November 15, 2018 are excluded from the pro forma statement of operations for the year ended December 31, 2018 due to their immateriality. The financial results of Cretic Energy from November 16, 2018 through December 31, 2018 are included in Forbes’ historical financial statements for the year ended December 31, 2018.