8-K

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): August 1, 2016

Seventy Seven Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36354	45-3338422
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
777 N.W. 63rd Street Oklahoma City, Oklahoma		73116
(Address of principal executive offices)		(Zip Code)

(405) 608-7777

(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 obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

EXPLANATORY NOTE

As previously disclosed, on June 7, 2016, Seventy Seven Energy Inc. (“we” or the “Company”) and all of its direct and indirect wholly owned subsidiaries (together with the Company, the “Debtors”), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). On July 14, 2016, the Court issued an order (the “Confirmation Order”) confirming the Joint-Prepackaged Plan of Reorganization (as amended and supplemented, the “Plan”) of the Debtors.

On August 1, 2016 (the “Effective Date”) the Plan became effective pursuant to its terms and the Debtors emerged from their chapter 11 cases.

The description of the Confirmation Order and the Plan in this report is qualified in its entirety by reference to the full text of the Confirmation Order and the Plan, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 20, 2016.

Item 1.02 Termination of a Material Definitive Agreement

Equity Interests

On the Effective Date, by operation of the Plan, all agreements, instruments, and other documents evidencing, related to or connected with any equity interests of the Company, including the outstanding shares of the Company’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Date, and any rights of any Holder in respect thereof, were deemed cancelled, discharged and of no force or effect.

Debt Securities

On the Effective Date, by operation of the Plan, all outstanding obligations under the following notes issued by the Company were cancelled:

• 6.50% Senior Notes due 2022 issued pursuant to that certain indenture, dated as of June 16, 2014, between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee, in the aggregate principal amount of $450 million; and

• 6.625% Senior Notes due 2019 issued pursuant to that certain indenture, dated as of October 28, 2011, between Seventy Seven Operating LLC and Seventy Seven Finance, Inc., as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee, among others, in the aggregate principal amount of $650 million.

Termination of Senior Secured Debtor-In-Possession Credit Agreement

As previously disclosed, on June 8, 2016, certain of our domestic subsidiaries as borrowers entered into a senior secured debtor-in-possession credit facility (the “DIP Facility”) with total commitments of $100 million. In accordance with the Plan, on the Effective Date, the DIP Facility was amended and restated, and the outstanding obligations pursuant thereto were converted to obligations under a five year senior secured revolving credit facility with total commitments of $100 million.

Item 7.01 Regulation FD Disclosure

On the Effective Date, the Company issued a press release announcing its emergence from bankruptcy. A copy of the press release is included herein as Exhibit 99.1. The press release, including the information contained therein, is furnished pursuant to Item 7.01, is not considered “filed” under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any of the Company’s previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”).

Forward Looking Statements

This Current Report on Form 8-K and the exhibits hereto contain certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate to future events or performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “project,” “predict,” “potential,” “targeting,” “exploring,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks and uncertainties and involve assumptions that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in these forward-looking statements are reasonable, but cannot assure you that these expectations will prove to be correct. The Company cautions you not to place undue reliance on the forward-looking statements contained in this report, which speak only as of the filing date.

Factors that could cause the Company’s results to differ materially include: (i) the potential adverse effects of Chapter 11 proceedings on the Company’s liquidity or results of operations; (ii) the ability to operate the business following the Effective Date; (iii) the effects of a bankruptcy filing on the Company’s business and the interests of various creditors, equity holders and other constituents; (iv) loss of customer orders, disruption in the supply chain and loss of the ability to maintain vendor relationships; (v) general economic or business conditions affecting the markets the Company serves; (vi) market prices for oil and natural gas; (ix) dependence on Chesapeake Energy Corporation and its working interest partners for a majority of revenues and the Company’s ability to secure new customers or provide additional services to existing customers; and (vii) other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued by Seventy Seven Energy Inc., dated August 1, 2016

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.

August 3, 2016	SEVENTY SEVEN ENERGY INC.
	By:	/s/ Cary Baetz
		Cary Baetz
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Seventy Seven Energy Inc., dated August 1, 2016

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

AUGUST 1, 2016

Seventy Seven Energy Inc. Emerges From Chapter 11 Bankruptcy

• Pre-Packaged Bankruptcy Process Successfully Completed with $1.1 Billion of Existing Debt Converted into New Common Equity

Oklahoma City, OK – August 1, 2016 – Seventy Seven Energy Inc. (the “Company”) today announced that it has successfully completed its prepackaged restructuring and recapitalization and emerged from Chapter 11 bankruptcy protection. The Company, whose Chapter 11 plan of reorganization was confirmed by the United States Bankruptcy Court for the District of Delaware on July 14, 2016, completed the process in less than two months.

The Company’s execution of the balance sheet restructuring resulted in a conversion of approximately $1.1 billion of pre-petition debt into equity. As previously announced, the Company was able to complete the restructuring with no disruption to its employees, customers, suppliers and operations.

“The rapid completion of the bankruptcy process and today’s emergence from Chapter 11 represent the final step forward in our financial restructuring,” Chief Executive Officer Jerry Winchester said. “I would like to thank all of our employees, customers, vendors and other stakeholders for their dedication and support through this process. We look forward to continuing these relationships for years to come.”

Jerry Winchester continued: “We will now be able to focus completely on maximizing our operational strengths and assets to grow our business as the market recovers. We are very enthusiastic about the future of the Company.”

The Company anticipates that its common stock will be traded over the counter pending listing on a major exchange at some point in the future. The Company has set up a toll-free information line to answer stakeholder questions. The information line can be accessed by calling 844-224-1136 (internationally 1-917-962-8386). Additional information about the restructuring and debt agreements will be provided in an 8-K, which can be viewed on the Company’s website or the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. The Company has also posted information and bios regarding the Company’s new Board of Directors on its website at www.77NRG.com.

Seventy Seven Energy Inc. has been advised through this process by the law firms of Baker Botts and Morris, Nichols, Arsht & Tunnell, investment bank Lazard Freres and financial advisor Alvarez & Marsal.

CONTACT  Bob Jarvis    405-608-7730    IR@77nrg.com SEVENTY SEVEN ENERGY INC 777 NW 63^rd St. Oklahoma City, OK 73116

News Release

About Seventy Seven Energy Inc.

Headquartered in Oklahoma City, SSE provides a wide range of wellsite services and equipment to U.S. land-based exploration and production customers. SSE’s services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. For additional information about SSE, please visit our website at www.77nrg.com, where we routinely post announcements, updates, events, investor information and presentations and recent news releases.

This news release contains certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. The words “believe,” “ensure”, “will” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements, estimates and projections regarding our business outlook and plans, including with respect to our capital structure, corporate valuation, future financial position and capital resources, operations, performance and growth. Forward-looking statements are not assurances of future performance. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for our existing operations, experience, and perception of historical trends, current conditions, anticipated future developments and their effect on us, and other factors believed to be appropriate. Although management believes that the expectations and assumptions reflected in these forward-looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Moreover, our forward-looking statements are subject to significant risks and uncertainties, many of which are beyond our control, which may cause actual results to differ materially from our historical experience and our present expectations or projections which are implied or expressed by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks relating to economic conditions; volatility of crude oil and natural gas commodity prices; delays in or failure of delivery of current or future orders of specialized equipment; the loss of or interruption in operations of one or more key suppliers or customers; oil and gas market conditions; the effects of government regulation, permitting and other legal requirements, including new legislation or regulation of hydraulic fracturing; operating risks; the adequacy of our capital resources and liquidity; weather; litigation; competition in the oil and natural gas industry; and costs and availability of resources.

For additional information regarding known material factors that could cause our actual results to differ from our present expectations and projected results, please see our filings with the U.S. Securities and Exchange Commission (“SEC”), including our Current Reports on Form 8-K that we file from time to time, Quarterly Reports on Form 10-Q, and our Annual Reports on Form 10-K.

Readers are cautioned not to place undue reliance on any forward-looking statement which speaks only as of the date on which such statement is made. We undertake no obligation to correct, revise or update any forward-looking statement after the date such statement is made, whether as a result of new information, future events or otherwise, except as required by applicable law.

CONTACT  Bob Jarvis    405-608-7730    IR@77nrg.com SEVENTY SEVEN ENERGY INC 777 NW 63^rd St. Oklahoma City, OK 73116