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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): October 10, 2011
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) |
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
(Registrants 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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TABLE OF CONTENTS
On October 10, 2011, Superior Energy Services, Inc. (the Company) and Complete Production
Services, Inc. (Complete) issued a joint press release announcing the execution of an Agreement
and Plan of Merger, dated as of October 9, 2011 (the Merger Agreement), among the Company,
Complete and SPN Fairway Acquisition, Inc., a Delaware corporation controlled by the Company
(Merger Subsidiary). Subject to the terms and conditions set forth therein, Complete will merge
with and into Merger Subsidiary, with Merger Subsidiary surviving as an indirect wholly owned
subsidiary of the Company (the Merger). The Company and Complete also made a joint investor
presentation principally concerning the Merger. Copies of the joint press release and the joint
investor presentation are attached hereto as Exhibits 99.1 and 99.2, respectively. In addition, a
transcript of the joint investors presentation is attached hereto as Exhibit 99.3.
Also, on October 10, 2011, the Company distributed in connection with the execution of the
Merger Agreement (i) a letter to the Companys executives, (ii) an email to the Companys
employees, (iii) a letter to the Companys employees, and (iv) presentation materials to the
Companys employees, copies of which are attached hereto as Exhibits 99.4, 99.5, 99.6, and 99.7,
respectively.
The exhibits attached hereto are incorporated herein by reference and each of the foregoing
description of such materials is qualified in its entirety by reference to such materials.
The information required by Item 1.01, including a copy of the Merger Agreement, will be filed
in a separate Current Report on Form 8-K.
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Item 9.01. |
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Financial Statements and Exhibits. |
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(d)
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Exhibits. |
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99.1
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Joint Press Release, dated October 10, 2011. |
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99.2
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Joint Investor Presentation Materials, dated October 10, 2011. |
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99.3
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Transcript of Joint Investor Presentation, dated October 10, 2011. |
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99.4
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Letter to Executives, dated October 10, 2011. |
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99.5
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Email to Employees, dated October 10, 2011. |
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99.6
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Letter to Employees, dated October 10, 2011. |
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99.7
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Presentation Materials Distributed to Employees, dated October 10, 2011 |
Additional Information and Where to Find It
The Company and Complete plan to file a joint proxy statement/prospectus and other documents with
the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
REGARDING THE COMPANY, COMPLETE AND THE PROPOSED ACQUISITION. A definitive joint proxy
statement/prospectus will be sent to security holders of the Company and Complete seeking their
approval of the acquisition. Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by the Company and Complete with
the SEC at the SECs web site at www.sec.gov. The proxy statement/prospectus and such other
documents (relating to the Company) may also be obtained for free from the Company by accessing the
Companys website at www.superiorenergy.com. The proxy statement/prospectus and such other
documents (relating to Complete) may also be obtained for free from Complete by accessing
Completes website at www.completeproduction.com.
Participants in the Solicitation
The Company, its directors, executive officers and certain members of management and employees may
be considered participants in the solicitation of proxies from the Companys stockholders in
connection with the acquisition. Information regarding such persons and a description of their
interests in the acquisition will be contained in the joint proxy statement/prospectus when it is
filed, and additional information regarding such persons is included in the Companys proxy
statement filed with the SEC on April 15, 2011.
Complete, its directors, executive officers and certain members of management and employees may be
considered participants in the solicitation of proxies from Completes stockholders in connection
with the acquisition. Information regarding such persons and a description of their interests in
the acquisition will be contained in the joint proxy statement/prospectus when it is filed, and
additional information regarding such persons is included in Completes proxy statement filed with
the SEC on April 18, 2011.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUPERIOR ENERGY SERVICES, INC.
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By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Chief Financial Officer |
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Dated: October 11, 2011