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): February 15, 2011 (February 14, 2011)

KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)

Maryland	001-08038	04-2648081
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1301 McKinney Street, Suite 1800 Houston, Texas	77010
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 651-4300

(Former name or former address if changed since last report.)

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:

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

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

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

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

ITEM 7.01 Regulation FD Disclosure

On February 14, 2011, Key Energy Services, Inc. issued a press release announcing a cash tender offer and consent solicitation for its 8 3/8% Senior Notes due 2014. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in this Item 7.01 will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(c) - Exhibits

Exhibit Number	Description
99.1	News release, dated February 14, 2011, issued by Key Energy Services, Inc.

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.

KEY ENERGY SERVICES, INC.
 
By: /s/ KIMBERLY R. FRYE                                
Name: Kimberly R. Frye
Title: Senior Vice President and General Counsel

Date: February 15, 2011

EX-99.1

Exhibit 99.1

For Immediate Release	Contact: Gary Russell
Monday, February 14, 2011	713-651-4434

Key Energy Services Announces Tender Offer for its 8 3/8% Senior Notes Due 2014

HOUSTON, TX, February 14, 2011 – Key Energy Services, Inc. (NYSE:KEG) today announced that it has commenced a cash tender offer and consent solicitation with respect to any and all of the $425,000,000 aggregate outstanding principal amount of its 8 3/8% Senior Notes due 2014 (the “Notes”). In conjunction with the tender offer, Key Energy Services is soliciting noteholder consents to effect certain amendments to the indenture governing the Notes.

Key Energy Services will pay the purchase price for Notes validly tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date. The tender offer is scheduled to expire at 12:00 midnight, New York City time on March 14, 2011, unless extended by Key Energy Services or earlier terminated (the “Expiration Time”). Noteholders who provide consents to the proposed amendments will receive a consent payment per $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the offer if they provide their consents prior to 5:00 p.m., New York City time, on February 28, 2011, unless such date is extended (the “Consent Expiration”). The total consideration to be paid for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn before the Consent Expiration will be $1,090, which includes a consent payment of $30 per $1,000 principal amount of the Notes. Noteholders tendering after the Consent Expiration and prior to the Expiration Time will be eligible to receive only $1,060 per $1,000 principal amount of Notes that are validly tendered and not validly withdrawn.

The obligations to accept for purchase and to pay for Notes in the tender offer is conditioned on, among other things, the following:

• the tender of Notes representing at least a majority of the aggregate principal amount of Notes outstanding on or prior to March 14, 2011, and

• Key Energy Services having received replacement financing on terms acceptable to it.

Key Energy intends to fund the repurchase of the Notes, plus all related fees and expenses, from the proceeds of one or more capital markets debt offerings and borrowings under its credit facility.

Key Energy Services has retained Credit Suisse Securities (USA) LLC to serve as the Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at (866) 387-1500 or (212) 430-3774. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 or (212) 538-2147.

This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement dated February 14, 2011.

This press release includes “forward-looking statements” as defined by the Securities and Exchange Commission. Such statements are those concerning the contemplated transaction and strategic plans, expectations and objectives for future events and operations. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Key Energy Services expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by Key Energy Services based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Key Energy Services. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

The issuer may file a registration statement (including a prospectus) with the SEC for the capital markets debt offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and any offering. You may get these documents for free by visiting EDGAR on the SEC we site at www.sec.gov. Alternately, the Company will arrange to send you the prospectus after filing if you request it by calling 713-651-4300.