UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On December 16, 2024, Superior Energy Services, Inc. (the “Company”) filed a Current Report on Form 8-K announcing that the Company’s Board of Directors (the “Board”) and stockholders approved a reverse stock split of the Class A Common Stock (the “Reverse Stock Split”), to be followed immediately by a forward stock split of the Class A Common Stock (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Stock Splits”), at a ratio of (i) not less than 1-for-700 and not greater than 1-for-800, in the case of the Reverse Stock Split (the “Reverse Stock Split Ratio”), and (ii) not less than 700-for-1 and not greater than 800-for-1, in the case of the Forward Stock Split (together with the Reverse Stock Split Ratio, the “Stock Split Ratios”), with the exact Stock Split Ratios to be set within the foregoing ranges at the discretion of the Board.
The Stock Splits are part of a plan to suspend the Company’s duty to file periodic reports and other information with the Securities and Exchange Commission under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “Transaction”).
On December 20, 2024, the Company issued a press release announcing the approval of the Stock Splits and answers to Frequently Asked Questions relating to the Transaction, which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
The information in Item 7.01 of this Current Report and the accompanying Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed herewith:
| Number |
Exhibit | |
| 99.1 | Press Release, dated December 20, 2024, announcing approval of stock splits. | |
| 99.2 | Answers to Frequently Asked Questions relating to the Transaction, dated December 20, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| SUPERIOR ENERGY SERVICES, INC. | ||||||
| Date: December 20, 2024 | By: | /s/ David J. Lesar | ||||
| Name: | David J. Lesar | |||||
| Title: | Chairman and Chief Executive Officer | |||||