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Item 1.01
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Entry into a Material Definitive Agreement
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Supplemental Indenture
As previously disclosed, SESI, L.L.C. (“SESI”), a wholly owned subsidiary of Superior Energy Services, Inc. (the “Company”), conducted an offer to exchange (the “Exchange Offer”) up to $635 million aggregate principal amount of SESI’s 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 concurrent solicitation of consents to amend the liens covenant in the indenture dated as of December 6, 2011, by and among SESI, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Original Notes Indenture”) governing the Original Notes. As part of the Exchange Offer, on February 24, 2020, SESI issued $617,940,000 in aggregate principal amount of New Notes under an indenture, dated February 24, 2020, by and among SESI, the guarantors named therein and UMB Bank, N.A., as trustee.
Due to previously disclosed termination of the Agreement and Plan of Merger, dated December 18, 2019 (as amended, the “Merger Agreement”), by and among the Company, one of the Company’s subsidiaries, Forbes Energy Services Ltd. (“Forbes”), and certain of Forbes’ subsidiaries, on June 3, 2020 (the “Termination Exchange Date”), the New Notes were automatically exchanged for an equal aggregate principal amount of Original Notes issued as “Additional Notes” (the “Additional Notes”) under a supplemental indenture (the “Supplemental Indenture”) to the Original Notes Indenture (as supplemented to date, the “Indenture”). The Additional 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 Additional 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 Additional Notes and the Original Notes have different CUSIP numbers, but constitute a single class of securities for all purposes under the Indenture. Pursuant to the Indenture, interest on the Additional Notes will accrue at a rate of 7.125% per annum on the principal amount, payable semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2020.
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.