HOUSTON, Feb. 24, 2020 /PRNewswire/ -- Superior
Energy Services, Inc. ("Superior Energy") (NYSE: SPN) today
announced the expiration of the previously announced offer by its
wholly owned subsidiary, SESI, L.L.C. ("SESI" or the "Issuer"), to
exchange up to $635 million of SESI's
$800 million aggregate principal
amount of 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") (the
"Exchange Offer"), 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 releases
dated January 16, 2020, January 22, 2020, January
31, 2020, February 14, 2020,
February 19, 2020 and February 20, 2020 issued by Superior Energy and
Supplement No. 1 to the Offering Memorandum and Consent
Solicitation Statement, dated as of January
31, 2020, 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.
The Exchange Offer and Consent Solicitation expired at
5:00 p.m., New York City time, on February 21, 2020 (the "Expiration Time"). As of
the Expiration Time, $617.94 million
aggregate principal amount of outstanding Original Notes had been
validly tendered for exchange and not withdrawn, representing
77.24% of the aggregate principal amount of Original Notes
outstanding upon commencement of the Exchange Offer. SESI has
accepted all validly tendered Original Notes and expects to issue
$617.94 million aggregate principal
amount of New Notes upon the settlement of the Exchange Offer,
which is expected to occur today.
In connection with the Exchange Offer, SESI also solicited
consents (the "Consent Solicitation" and, together with the
Exchange Offer, the "Exchange Offer and Consent Solicitation") from
eligible holders of the Original Notes to amend (the "Proposed
Amendment") the indenture dated December 6,
2011, governing the Original Notes (the "Original Notes
Indenture"), upon the terms and subject to the conditions set forth
in the Offering Memorandum and Consent Solicitation Statement, to
amend the liens covenant in the Original Notes Indenture to permit
the issuance of the Superior Secured Notes. A supplemental
indenture giving effect to the Proposed Amendment was executed on
February 14, 2020 and the Original
Notes will be governed by the Original Notes Indenture, as amended
by the Proposed Amendment.
The Exchange Offer and Consent Solicitation was 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,
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 and Consent Solicitation Statement.
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.