Item 1.01
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Entry into a Material Definitive Agreement
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Amendment to Strategic Transaction
As
previously disclosed, on December 18, 2019, Superior Energy Services, Inc., a Delaware corporation (Superior Energy), entered into an Agreement and Plan of Merger (the Original Agreement) with New NAM, Inc., a Delaware
corporation (NAM), Forbes Energy Services Ltd., a Delaware corporation (Forbes), Spieth Newco, Inc., a Delaware corporation (Holdco), Spieth Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of Holdco (NAM Merger Sub), and Fowler Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (Fowler Merger Sub and, together with NAM Merger Sub, the Merger Subs), pursuant to which,
among other things, NAM Merger Sub will merge with and into NAM, with NAM surviving such merger as a direct, wholly owned subsidiary of Holdco, and Fowler Merger Sub will merge with and into Forbes, with Forbes surviving such merger as a direct,
wholly owned subsidiary of Holdco (collectively, the Mergers), all on the terms and subject to the conditions of the Merger Agreement.
On February 20, 2020, the parties to the Original Agreement entered into Amendment No. 1 to Agreement and Plan of Merger (the
Amendment and, the Original Agreement as amended by the Amendment, the Merger Agreement).
The Original Agreement
provided that, as a condition to the closing of the Mergers, no less than $250 million of Superior Energys outstanding 7.125% Senior Notes due 2021 be exchanged for $250 million of new senior secured lien notes of Holdco
(Holdco Bonds), which Holdco Bonds will be issued substantially on the terms set forth in the Original Agreement. The Amendment amends, among other things, certain covenants contained within the Original Agreement to permit for the
exchange of the Holdco Bonds to be less than $250 million on the terms and subject to the conditions set forth in certain indentures specified in the Amendment, and to permit NAM to consummate the Mergers with cash and cash equivalents in the
aggregate amount of not less than $13 million, instead of $20 million. All other material terms of the Merger Agreement remain substantially the same.
The Amendment is included as Exhibit 2.1 hereto and is incorporated herein by reference. The foregoing summary has been included to provide
investors and security holders with information regarding the terms of the Amendment and is qualified in its entirety by the terms and conditions of the Amendment. It is not intended to provide any other factual information about Superior Energy or
its subsidiaries and affiliates.
Closing of Exchange Offer and Consent Solicitation
On February 24, 2020 (the Closing Date), SESI, L.L.C. (SESI or the Issuer), a wholly owned subsidiary
of Superior Energy, consummated certain transactions contemplated by the previously announced offer to exchange (the Exchange Offer) up to $635 million aggregate principal amount of SESIs outstanding 7.125% Senior Notes due
2021 (the Original Notes) for up to $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 Original Notes (the Consent
Solicitation). At the expiration of the Exchange Offer, $617,940,000 in aggregate principal amount, or 77.24%, of the outstanding Original Notes were validly tendered and not withdrawn.
Indenture and Senior Notes due 2021
General
On the Closing Date, $617,940,000 in aggregate principal amount of New Notes were issued to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to persons outside of the United States in compliance with Regulation S under 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 an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.
The New Notes were issued pursuant to an Indenture, dated as of
February 24, 2020 (the New Notes Indenture), among the Issuer, the guarantors specified therein and UMB Bank, N.A., as trustee (in such capacity, the New Notes Trustee). SESIs obligations under the New Notes
and the New Notes Indenture are fully and unconditionally guaranteed by each of the guarantors under the indenture dated as of December 6, 2011 governing the Original Notes (as amended and supplemented, the Original Notes
Indenture).