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): March 1, 2011 (March 1, 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 or organization)	(Commission File Number)	(I.R.S. 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

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 (see General Instruction A.2. below):

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 13e-4(c) 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))

TABLE OF CONTENTS

EX-99.1

ITEM 7.01. Regulation FD Disclosure.

     On March 1, 2011, Key Energy Services, Inc. (the “Company”) issued a press release announcing that it intends to offer, subject to market conditions and other factors, up to $450,000,000 aggregate principal amount of senior notes due 2021 in a registered public offering. A copy of 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	Press Release, dated March 1, 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: March 1, 2011

Exhibit Index

Exhibit Number	Description
99.1	Press Release, dated March 1, 2011, issued by Key Energy Services, Inc.

EX-99.1

Exhibit 99.1

For Immediate Release
Tuesday, March 1, 2011 Contact: Gary Russell
713-651-4434

Key Energy Services Announces Notes Offering

HOUSTON, TX, March 1, 2011 — Key Energy Services, Inc. (NYSE: KEG) today announced that it intends to offer, subject to market conditions and other factors, up to $450 million aggregate principal amount of senior notes due 2021 in a registered public offering. Payment of the notes will be guaranteed by certain of Key Energy Services’ restricted subsidiaries.

The notes offering and sale will be made under Key Energy Services’ effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on March 1, 2011. The net proceeds from the notes offering, along with borrowings under Key Energy Services’ revolving credit facility, will be used to fund the repurchase of any and all of Key Energy Services’ outstanding 8 3/8% Senior Notes due 2014 pursuant to its previously announced tender offer.

Credit Suisse Securities (USA) LLC, BofA Merrill Lynch, J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated are the joint book-running managers for the offering. In addition, Capital One Southcoast, Inc., Comerica Securities, Inc., Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. are co-managers. The offering of the notes will be made only by means of a prospectus supplement and accompanying prospectus. When available, copies of the prospectus supplement and accompanying prospectus relating to the offering may be obtained from the joint book-running managers by submitting a request to Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, New York 10010, phone: (800) 221-1037; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York 10080, Attention: Prospectus Department, email: dg.prospectus_request@baml.com; J.P. Morgan Securities LLC, 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245, Attention: Prospectus Department, phone: (718) 242-8002; or Morgan Stanley & Co. Incorporated, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Dept., email: prospectus@morganstanley.com, phone: (866) 718-1649.

This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities 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.

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.