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	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	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))

ITEM 1.01 Entry into a Material Definitive Agreement.

     As previously announced, on February 14, 2011, Key Energy Services, Inc. (the “Company”) commenced a cash tender offer for any and all of its outstanding $425,000,000 aggregate principal amount of 8 3/8% Senior Notes due 2014 (the “8 3/8% Notes”) and a solicitation of consent to amend the indenture governing the 8 3/8% Notes (the “Indenture”) on the terms and subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement, dated February 14, 2011. On March 1, 2011, the Company announced that, as of 5:00 p.m., New York City time, on February 28, 2011, it had received the requisite consents to amend the Indenture and accordingly entered into a Fourth Supplemental Indenture, dated March 1, 2011 (the “Supplemental Indenture”), to the Indenture with the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. The Supplemental Indenture, among other things, eliminates substantially all of the restrictive covenants and certain event of default provisions in the Indenture.

     A copy of the Supplemental Indenture is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The description of the Supplemental Indenture contained herein is qualified in its entirety by the full text of such exhibit.

ITEM 3.03 Material Modification to Rights of Security Holders.

     See Item 1.01 hereto, which is incorporated herein by reference, with respect to the execution of the Supplemental Indenture on March 1, 2011.

ITEM 8.01 Other Events

     On March 1, 2011, the Company issued a press release announcing the results of the tender offer for its 8 3/8% Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
4.1	Fourth Supplemental Indenture dated as of March 1, 2011 by and among Key Energy Services, Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1	Press Release, dated March 1, 2011.

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
4.1	Fourth Supplemental Indenture dated as of March 1, 2011 by and among Key Energy Services, Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1	Press Release, dated March 1, 2011.

EX-4.1

Exhibit 4.1

KEY ENERGY SERVICES, INC.

AND

THE GUARANTORS NAMED HEREIN,

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of March 1, 2011

to

Indenture

Dated as of November 29, 2007

8³/8% Senior Notes due 2014

     This FOURTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2011 (this “Fourth Supplemental Indenture”), among KEY ENERGY SERVICES, INC., a Maryland corporation (the “Company”), the Guarantors and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”), under the Indenture (as defined below). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.

WITNESSETH:

     WHEREAS, the Company has issued its 8³/8% Senior Notes due 2014 (the “Securities”) pursuant to an Indenture, dated as of November 29, 2007 (as supplemented by the First Supplemental Indenture, dated January 22, 2008, the Second Supplemental Indenture, dated January 13, 2009 and the Third Supplemental Indenture, dated July 31, 2009, the “Indenture”) among the Company, the Guarantors and the Trustee;

     WHEREAS, the Company has offered to purchase for cash any and all outstanding Securities (the “Tender Offer”);

     WHEREAS, in connection with the Tender Offer, the Company has requested that Holders of the Notes deliver their consents with respect to the deletion of certain provisions of the Indenture;

     WHEREAS, Section 9.2 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees, with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, the Securities);

     WHEREAS, the Holders of at least a majority in aggregate principal amount of the outstanding Securities have duly consented to the proposed modifications set forth in this Fourth Supplemental Indenture in accordance with Section 9.2 of the Indenture;

     WHEREAS, the Company has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee (i) a copy of resolutions of the Board of Directors of the Company authorizing the execution of this Fourth Supplemental Indenture, (ii) evidence of the consent of the Holders set forth in the immediately preceding paragraph and (iii) the Officers’ Certificate and the Opinion of Counsel described in Section 9.6 of the Indenture; and

     WHEREAS, all conditions necessary to authorize the execution and delivery of this Fourth Supplemental Indenture and to make this Fourth Supplemental Indenture valid and binding have been complied with or performed.

     NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this Fourth Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE ONE

AMENDMENTS

SECTION 1.01 Amendments.

     (a) Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting in their entireties Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.10, 4.12, 4.17, 4.18, 4.19, 6.1(a)(3), 6.1(a)(5),

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     6.1(a)(6), 6.1(a)(7), 6.1(a)(8), 10.9(a) and Article V and, in each case, inserting the words “Intentionally Omitted” in lieu thereof.

     (b) Subject to Section 2.01 hereof, the Indenture is hereby further amended by deleting from Section 10.9(b)(1) and (2) of the Indenture the phrase “if the sale or other disposition complies with Section 4.7” in each instance in which it appears therein.

     (c) Effective as of the date hereof, none of the Company, the Trustee or other parties to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under such Articles, Sections or Clauses and such Articles, Sections or Clauses shall not be considered in determining whether an Event of Default has occurred or whether the Company has observed, performed or complied with the provisions of the Indenture.

     SECTION 1.02 Amendment of Definitions. Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.01 hereof. To the extent any clause, definition, paragraph, Section or Article of the Indenture has been deleted from the Indenture pursuant to Article One of this Supplemental Indenture, any reference in any provision of the Indenture, any Note or any Subsidiary Guarantee to such clause, definition, paragraph, Section or Article shall be disregarded in, and be deemed eliminated from, such provisions.

ARTICLE TWO

MISCELLANEOUS

     SECTION 2.01 Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Fourth Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Fourth Supplemental Indenture.

     SECTION 2.02 Effectiveness. The provisions of this Fourth Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Fourth Supplemental Indenture shall become operative only at such time as a majority in principal amount of the outstanding Notes are accepted for purchase by the Company pursuant to the Tender Offer, with the result that the amendments to the Indenture effective by this Fourth Supplemental Indenture shall be deemed to be revoked retroactively to the date hereof if such purchase shall not occur.

     SECTION 2.02 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE.

     SECTION 2.03 No Representations by Trustee. The recitals contained herein shall be taken as the statement of the Company, and the Trustee assumes no responsibility for the correctness or completeness of the same.

     SECTION 2.04 Counterparts. This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall constitute but one and the same instrument.

     SECTION 2.05 Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture and the Notes issued thereunder are in all respects ratified and confirmed, and all of the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture is executed as, and shall constitute an indenture supplemental to the

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Indenture and shall be construed in connection with and form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

(signature page follows)

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     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date hereof.

KEY ENERGY SERVICES, INC.
By:	/s/ T.M. Whichard III
	Name:	T.M. Whichard III
	Title:	Senior Vice President and Chief Financial Officer

KEY ENERGY SERVICES, LLC KEY ENERGY SERVICES CALIFORNIA, INC. KEY ENERGY SERVICES MEXICO, INC. KEY ENERGY SERVICES (MEXICO), LLC MISR KEY ENERGY INVESTMENTS, LLC MISR KEY ENERGY SERVICES, LLC KEY ENERGY MEXICO, LLC KEY MARINE SERVICES, LLC
By:	/s/ T.M. Whichard III
	Name:	T.M. Whichard III
	Title:	Senior Vice President and Chief Financial Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ Julie Hoffman-Ramos
	Name:	Julie Hoffman-Ramos
	Title:	Senior Associate

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EX-99.1

Exhibit 99.1

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

Key Energy Services Announces Receipt of Requisite Consents with Respect to its Tender
Offer and Consent Solicitation for its 8 3/8% Senior Notes Due 2014

HOUSTON, TX, March 1, 2011 — Key Energy Services, Inc. (NYSE: KEG) today announced that it had received, as of 5:00 p.m., New York City time, on February 28, 2011 (the “Consent Expiration Date”), tenders and consents from the holders of $421,322,000 in aggregate principal amount, or approximately 99.1%, of its 8 3/8% Senior Notes due 2014 (the “Notes”), $425,000,000 aggregate principal amount of which are currently outstanding, in connection with its previously announced cash tender offer and consent solicitation for the Notes, which commenced on February 14, 2011. In connection with the tender offer and related consent solicitation for the Notes, Key Energy Services will enter into a supplemental indenture to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain event of default provisions in the indenture.

The tender offer for the Notes is scheduled to expire at 12:00 midnight, New York City time, on March 14, 2011 (the “Expiration Date”). Notes tendered after the Consent Expiration Date but prior to the Expiration Date will not receive a consent payment. Notes tendered on or prior to the Consent Expiration Date may no longer be withdrawn. Holders of the Notes who tendered their Notes prior to the Consent Expiration Date are entitled to receive a consent payment of $30 per $1,000 principal amount of the Notes validly tendered and accepted for purchase, in addition to the tender offer consideration of $1,060 per $1,000 principal amount of Notes plus accrued and unpaid interest on those Notes. Key Energy Services’ obligation to accept for purchase and to pay for Notes in the tender offer is conditioned on, among other things, Key Energy Services having received replacement financing on terms acceptable to it. The settlement date for Notes tendered on or prior to the Consent Expiration Date is expected to be on or about March 4, 2011.

Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding, and the holders thereof will be subject to the terms of the supplemental indenture although they did not consent to the amendments.

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.