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): May 29, 2009
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction)
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001-34037
(Commission File Number)
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75-2379388
(IRS Employer Identification No.) |
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601 Poydras St., Suite 2400, New Orleans, Louisiana
(Address of principal executive offices)
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70130
(Zip Code) |
(504) 587-7374
(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))
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Item 1.01 Entry into a Material Definitive Agreement.
On May 29, 2009, Superior Energy Services, Inc., a Delaware corporation (the “Company”), and
SESI, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of the Company
(“SESI”), entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with
JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein. The following
description of the Credit Agreement is a summary only and is qualified by the full text of the
Credit Agreement which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
The Credit Agreement amends and restates that certain First Amended and Restated Credit
Agreement dated July 1, 2007 among the Company, SESI, JPMorgan Chase Bank, N.A. and the lenders
party thereto to increase the aggregate principal amount of the revolving credit facility from $250
million to $325 million.
The proceeds of the credit facility may be used for capital expenditures, certain acquisitions
as set forth in the Credit Agreement and general corporate purposes. Indebtedness under the Credit
Agreement is secured by (a) the non-real estate assets of SESI and certain of its domestic
subsidiaries, (b) the liftboats, derrick barge and other large vessels owned by SESI and certain of
its domestic subsidiaries as of July 1, 2007, (c) certain outstanding shares of stock or
partnership or membership interests of certain of SESI’s domestic subsidiaries, (d) 66% of the
outstanding equity interests of each foreign subsidiary owned directly by SESI and certain of its
domestic subsidiaries, (e) the Company’s entire membership interest of SESI, (f) joint and several
guaranties by certain of SESI’s domestic subsidiaries and (g) a joint and several guaranty by the
Company.
Borrowings will bear interest at a fluctuating rate per annum equal to the sum of (i) the
quotient of (a) the applicable LIBOR rate, divided by (b) one minus the applicable maximum
aggregate reserve requirement imposed under Regulation D on Eurocurrency liabilities (expressed as
a decimal), plus (ii) an applicable margin ranging from 2.50% to 3.50%. All outstanding revolving
loans, and accrued and unpaid interest, will be due and payable on June 14, 2011, the maturity date
of the credit facility.
The Credit Agreement contains certain affirmative and negative covenants, including, among
others, covenants regarding financial reporting, use of proceeds, notice requirements, taxes,
insurance policies, compliance with laws, maintenance of properties, restrictions on certain
payments, limitations on incurring indebtedness, mergers, acquisitions, certain sales of assets,
granting liens, transactions with affiliates, incurring liabilities and investments. The Credit
Agreement also contains certain financial covenants, including leverage ratio, adjusted leverage
ratio and fixed charge coverage ratio requirements.
The Credit Agreement contains customary events of default. Upon the occurrence of an event of
default that remains uncured after any applicable cure period, the lenders’ commitment to make
further loans may terminate and SESI may be required to make immediate repayment of all
indebtedness to the lenders, and the lenders would be entitled to pursue other remedies against
SESI, the collateral and the Company and the other guarantors under their guaranty.