Item 1.01
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Entry into a Material Definitive Agreement
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On February 14, 2020, SESI, L.L.C. (SESI), a wholly owned subsidiary of Superior Energy Services, Inc. (Superior
Energy) (NYSE: SPN), and the guarantors (the Guarantors) of SESIs $800 million aggregate principal amount of outstanding 7.125% Senior Notes due 2021 (the Original Notes) entered into a supplemental indenture (the
Supplemental Indenture) to the indenture dated as of December 6, 2011 between SESI, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (as amended and supplemented to date, the Original Notes
Indenture), relating to the Original Notes. SESI received the requisite consents to amend the Original Notes Indenture on February 13, 2020 in connection with its previously announced offer to exchange as amended or supplemented from time to
time, (the Exchange Offer) $635 million of its Original Notes for $635 million of newly issued 7.125% Senior Notes due 2021 (the New Notes) and solicitation of consents to proposed amendments with respect to the Old Notes
(the Consent Solicitation), upon the terms and subject to the conditions set forth in SESIs 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 and as the same may be further amended or supplemented
from time to time).
The Supplemental Indenture, among other things, amends the liens covenant consistent with the provisions provided in
the indenture governing SESIs senior notes due 2024. The amendments to the Original Notes Indenture will apply to all holders of the Original Notes.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the
Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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On February 14, 2020, Superior Energy issued a press release announcing that SESI has elected to further extend the expiration time for its
Exchange Offer to 5:00 pm., New York City time, on February 18, 2020.
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 shall have been tendered. Rather, SESI has elected to accept for exchange no less than
$610.0 million aggregate principal amount of Original Notes but no greater than the Exchange Offer Maximum Amount of Original Notes on the settlement date.
In addition, the deadline to withdraw tendered Original Notes in the Exchange Offer and validly withdraw consents in the Consent Solicitation
has occurred as of the date of 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 (the SEC) 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.
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 settlement of the Exchange Offer. A discussion of factors that may affect future results is contained in the Companys 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 Companys 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.