HOUSTON, Feb. 14, 2020 /PRNewswire/ -- Superior Energy
Services, Inc. ("Superior Energy") (NYSE: SPN) today announced that
its wholly owned subsidiary, SESI, L.L.C. ("SESI"), has elected to
further extend the expiration time (as extended, the "Expiration
Time") for its previously announced offer to exchange (the
"Exchange Offer") $635 million of its
$800 million aggregate principal
amount of outstanding 7.125% Senior Notes due 2021 (the "Original
Notes") for $635 million of
newly issued 7.125% Senior Notes due 2021 (the "New Notes"), upon
the terms and subject to the conditions set forth in SESI's
offering memorandum and consent solicitation statement, dated as of
January 6, 2020 (as amended and
supplemented by the press release dated January 16, 2020, January
22, 2020 and January 31, 2020
issued by Superior Energy and the Supplement No. 1 to the Offering
Memorandum and Consent Solicitation Statement, dated January 31, 2020, as so amended, the "Offering
Memorandum and Consent Solicitation Statement"). All capitalized
terms used but not defined in this press release have the meanings
given to them in Superior Energy's press release announcing the
commencement of the Exchange Offer and Consent Solicitation, dated
January 6, 2020 or the Offering
Memorandum and Consent Solicitation Statement, as applicable. As of
11:59 p.m., New York City time, on February 13, 2020, approximately $610.27 million, or 76.28% of the aggregate
principal amount of Original Notes outstanding, had been validly
tendered and not validly withdrawn pursuant to the Exchange Offer
and Consent Solicitation.
The Expiration Time of the Exchange Offer has been further
extended from 11:59 p.m.,
New York City time, on
February 13, 2020, to 5:00 p.m., New York
City time, on February 18,
2020. The settlement date for the Exchange Offer will occur
promptly after the Expiration Time and is expected to be the second
business day after the Expiration Time (such date, the "Settlement
Date").
SESI has also elected to waive the condition of the Exchange
Offer that, by the Expiration Time, at least $635.0 million (the "Exchange Offer Maximum
Amount") aggregate principal amount of Original Notes have been
tendered. Rather, SESI has elected to accept for exchange no less
than $610.0 million (the "Exchange
Offer Minimum Amount") aggregate principal amount of Original Notes
but no greater than the Exchange Offer Maximum Amount of Original
Notes on the Settlement Date. At the settlement of the Combination
Exchange, an amount equal to the difference between the Exchange
Offer Minimum Amount and the aggregate principal amount of Original
Notes tendered as of the Expiration Time (up to the Exchange Offer
Maximum Amount) will reduce (i) the aggregate principal amount of
Newco Secured Notes issued, (ii) the aggregate principal amount of
Superior Secured Notes issued and (iii) the Cash Component, in each
case, on a pro rata basis.
Pursuant to the terms of the Exchange Offer, tenders of Original
Notes (and related consents delivered pursuant to SESI's related
solicitation of consents (the "Consent Solicitation") from eligible
holders of the Original Notes to amend (the "Proposed Amendment")
the liens covenant in the indenture dated December 6, 2011, governing the Original Notes
upon the terms and subject to the conditions set forth in the
Offering Memorandum) may be validly withdrawn (the "Withdrawal
Deadline") at or prior to the date on which holders of at least a
majority of the aggregate principal amount of the Original Notes
outstanding consent to the Proposed Amendment (the "Requisite
Consents") and the supplemental indenture (the "Supplemental
Indenture") related to the Proposed Amendment is executed. Because
the Requisite Consents have been received and the Supplemental
Indenture has been executed, the Withdrawal Deadline has occurred
as of the date hereof.
Except as described in this press release, all other terms of
the Exchange Offer and Consent Solicitation remain unchanged.
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.
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 have not been
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.
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.
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SOURCE Superior Energy Services, Inc.