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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Superior Energy Services Inc | NYSE:SPN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.93 | 0 | 01:00:00 |
HOUSTON, Jan. 27, 2020 /PRNewswire/ -- Superior Energy Services, Inc. ("Superior Energy") (NYSE: SPN) today announced that its wholly owned subsidiary, SESI, L.L.C. ("SESI" or the "Issuer"), has reached an agreement in principle with a steering committee (the "Steering Committee") of holders of 34.210% of SESI's $800 million aggregate principal amount of outstanding 7.125% Senior Notes due 2021 (the "Original Notes"). The Steering Committee is also working together with other noteholders (collectively with the Steering Committee, the "Ad Hoc Group") and the Ad Hoc Group owns 61.369% of the aggregate principal amount of outstanding Original Notes. SESI has agreed to amend certain terms of its previously announced offer to exchange up to $500 million of the Original Notes for up to $500 million of newly issued 7.125% Senior Notes due 2021 (the "New Notes") and cash (as to be amended as described below, 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 by the press releases dated January 16, 2020 and January 22, 2020, and as may be further amended or supplemented from time to time, 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.
In accordance with the agreement in principle, SESI will amend the Exchange Offer, through a forthcoming amendment to the Offering Memorandum and Consent Solicitation Statement (the "Expected Amendment"), to:
CUSIP/ISIN | Title of Original Notes | Outstanding Principal Amount | Title of New Notes | Interest Rate of New Notes | Total Consideration (per $1,000 of Original Notes)* | Consent Payment |
78412FAP9/ US78412FAP99 | 7.125% Senior Notes due 2021 issued by the Issuer | $800,000,000 | 7.125% Senior Notes due 2021 issued by the Issuer | 7.125% | $1,000 principal amount of New Notes | Cash payment per $1,000 of Original Notes** |
* Subject to proration. |
** Eligible holders who validly tender their Original Notes prior to the Expiration Time will be entitled to receive an aggregate cash payment of $6.35 million divided by the total amount of Original Notes validly tendered and accepted for exchange in the Exchange Offer (the "Total Consent Payment"). |
In addition to the above proposed amended terms, the Expected Amendment will describe certain amended restrictive covenants related to the Newco Secured Notes and the Superior Secured Notes, including but not limited to the following (capitalized terms used below but not otherwise defined herein are to be defined in the Expected Amendment):
Superior Secured Notes
Newco Secured Notes
Subject to agreement upon mutually acceptable descriptions of the aforementioned proposed terms and certain other agreed terms in the Expected Amendment, each member of the Ad Hoc Group has agreed in principle to tender their Original Notes pursuant to the terms of the Exchange Offer and deliver their related Consents in the Consent Solicitation.
Except as described in this press release, all other material terms of the Exchange Offer and Consent Solicitation will remain unchanged. The Company intends to distribute a supplement to the Offering Memorandum and Consent Solicitation Statement to eligible holders containing the amended terms of the Exchange Offer and Consent Solicitation as promptly as practicable.
The Exchange Offer and Consent Solicitation is being 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 consummate the Exchange Offer and Consent Solicitation on the amended terms reflected by the agreement in principle with the Ad Hoc Group or to otherwise satisfy the conditions to the settlement of the Exchange Offer and Consent Solicitation, 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.
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.
View original content:http://www.prnewswire.com/news-releases/superior-energy-services-announces-agreement-in-principle-with-ad-hoc-group-of-bondholders-in-connection-with-exchange-offer-and-consent-solicitation-for-senior-notes-of-sesi-llc-300994060.html
SOURCE Superior Energy Services, Inc.
Copyright 2020 PR Newswire
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