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): December 6, 2006
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-20310
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75-2379388 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 1105 Peters Road, Harvey, Louisiana
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70058 |
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(Zip Code) |
(504) 362-4321
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On December 6, 2006, Superior Energy Services, Inc., a Delaware corporation (“Superior
Energy”), and SESI, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of
Superior Energy (“SESI”), entered into an Amended and Restated Credit Agreement (the “Amendment”)
with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein pursuant to
which SESI increased the amount of availability under its revolving credit facility from $150
million to $250 million. The description of the Amendment in this report is a summary only, is not
necessarily complete, and is qualified by the full text of the Amendment filed herewith as Exhibit
10.1 and incorporated herein by reference.
Item 8.01 Other Events
Convertible Note Offering
On December 6, 2006, Superior Energy announced that SESI intends to offer, subject to market
and other conditions, approximately $350.0 million aggregate principal amount of its senior
exchangeable notes due 2026 (the “Senior Exchangeable Notes”) through an offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. SESI also
expects to grant the initial purchasers of the notes a 30-day option to purchase up to $50.0
million in principal amount of additional notes.
A copy of the press release announcing the proposed offering of the Senior Exchangeable Notes
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pro Forma Financial Information for Warrior Acquisition
The unaudited pro forma condensed financial information previously included in Superior
Energy’s Registration Statement on Form S-4 (Registration No. 333-138132) has been updated to
include an unaudited pro forma statement of operations for the nine months ended September 30, 2006
and information relating to financing the acquisition of Warrior Energy Services Corporation with a
portion of the proceeds of the proposed offering of the Senior Exchangeable Notes. The description
of the unaudited pro forma condensed financial information in this report is a summary only, is not
necessarily complete, and is qualified by the unaudited pro forma condensed financial information
filed herewith as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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Exhibits |
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| 10.1 |
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Amended and Restated Credit Agreement dated December 6, 2006 among Superior Energy Services,
Inc., SESI, L.L.C., JPMorgan Chase Bank, N.A. and the lenders party thereto. (The registrant
agrees to furnish supplementally a copy of any omitted schedules and exhibits to the SEC upon
request.) |
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| 99.1 |
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Press Release dated December 6, 2006. |
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| 99.2 |
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Superior Energy Unaudited Pro Forma Condensed Consolidated Financial Information. |