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 9, 2011 (August 5, 2011)

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

Maryland	001-8038	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 2.01 Completion of Acquisition or Disposition of Assets.

On August 5, 2011, Key Energy Services, Inc., a Maryland corporation (the “Company”), closed the purchase of Edge Oilfield Services, L.L.C., a Louisiana limited liability company (“Edge”), and Summit Oilfield Services, L.L.C., a Louisiana limited liability company (“Summit” and, together with Edge, the “Acquired Companies”), pursuant to an Agreement and Plan of Merger (the “Agreement”) by and among the Company, Key Merger Sub I LLC, a Louisiana limited liability company and a wholly-owned subsidiary of the Company, Key Merger Sub II LLC, a Louisiana limited liability company and a wholly-owned subsidiary of the Company, the Acquired Companies, and the equity owners of the Acquired Companies.

At the closing, total consideration paid by the Company, valued at $307.6 million, consisted of (i) 7,549,223 shares of the Company’s common stock and (ii) $189.7 million in cash, which included $26.3 million to reimburse the Acquired Companies for growth capital expenditures incurred in the Eagle Ford shale play between March 1, 2011 and the date of closing, net of working capital adjustments. The final cash portion of the purchase price is subject to customary post-closing adjustments based on the actual closing date working capital levels of the Acquired Companies and growth capital expenditure amounts.

The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2011 and is incorporated herein by reference. The Agreement was filed to provide investors with information regarding its terms and is not intended to provide other factual information about the parties thereto. The representations, warranties and covenants contained in the Agreement were made only for the purpose of such Agreement, were made as of specific dates and were solely for the benefit of the parties thereto. The assertions embodied in those representations, warranties and covenants are qualified by information in confidential disclosure schedules that were exchanged in connection with signing the Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Agreement. Accordingly, investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts at the time they were made or otherwise.

Item 7.01 Regulation FD Disclosure.

On August 7, 2011, the Company issued a press release announcing the closing of the purchase of the Acquired Companies, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Key Energy Services, Inc. issued August 7, 2011.

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.

	KEY ENERGY SERVICES, INC.
Date: August 9, 2011	By:	/s/ KIMBERLY R. FRYE
		Kimberly R. Frye,
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Key Energy Services, Inc. issued August 7, 2011.

EX-99.1

Exhibit 99.1

Key Energy Services, Inc.
News Release

For Immediate Release:
Sunday, August 7, 2011 Contact: Gary Russell
713-651-4434

Key Energy Services Announces Completion of the
Acquisition of Edge Oilfield Services and Summit Oilfield Services

HOUSTON, TX, August 7, 2011 — Key Energy Services, Inc. (NYSE: KEG) completed the previously announced acquisition of Edge Oilfield Services, L.L.C. and Summit Oilfield Services, L.L.C. (collectively “Edge”). Total consideration for the transaction was $307.6 million, consisting of approximately 7.5 million shares of Key common stock and $189.7 million in cash, which includes $26.3 million to reimburse Edge capital expenditures, net of working capital adjustments.

Edge primarily rents frac stack equipment used to support hydraulic fracturing operations and the associated flow back of frac fluids, proppants, drilling and completion fluids, and oil and natural gas. It also provides well testing services, rental equipment such as pumps and power swivels, and oilfield fishing services.

Key’s Chairman, President, and CEO, Dick Alario, stated, “We are excited to complete this transaction and welcome the Edge employees to Key. We expect Edge to increase our exposure to the horizontal well completion markets, and we hope to leverage our broad U.S. infrastructure to facilitate expansion of this high quality business in the coming years. We anticipate Edge’s business will be accretive to Key’s margins and earnings beginning this year, and we will provide additional guidance for Key’s full-year 2011 results including Edge at a later date.”

Edge’s CEO, Darrell Brewer, stated, “We are happy to have reached this milestone in our company’s history and become a part of Key. Our employees and I look forward to continued strong growth as part of the Key family.”

Greenhill & Co. acted as advisor to Key Energy Services, Inc. for this transaction. Tudor, Pickering, Holt & Co. Securities, Inc. acted as advisor to Edge Oilfield Services, L.L.C. and Summit Oilfield Services, L.L.C.

About Key Energy Services

Key Energy Services is the largest onshore, rig-based well servicing contractor based on the number of rigs owned. Key provides a complete range of well intervention services and has operations in all major onshore oil and gas producing regions of the continental United States and internationally in Mexico, Colombia, the Middle East, Russia, and Argentina.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any matters that are not of historic fact are forward-looking statements. These forward-looking statements are based on Key’s current expectations, estimates and projections about Key, its industry, its management’s beliefs and certain assumptions made by management, and include statements regarding expected increases in activity and anticipated financial performance. No assurance can be given that such expectations, estimates or projections will prove to have been correct. Whenever possible, these “forward-looking statements” are identified by words such as “expects,” “believes,” “anticipates” and similar phrases.

1301 McKinney Street, Suite 1800, Houston, TX 77010

Key Energy Services, Inc.
News Release

Readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, but not limited to: risks associated with achieving the financial performance anticipated by the Edge acquisition, including without limitation the forecasted EBITDA performance for 2011, risks associated with integration of Edge’s operations into Key’s operations, risks affecting activity levels for Key’s services, including the possibility that the perceived cyclical recovery or future growth opportunities in Key’s industry may not materialize and may not result in activity increases; risks that Key’s customers may not increase, or may even decrease, their activity levels; risks relating to changes in the demand for or the price of oil and natural gas; risks relating to increases in costs of labor, fuel, equipment and supplies employed and used in Key’s businesses; risks relating to compliance with environmental, health and safety laws and regulations, as well as actions by governmental and regulatory authorities; risks that Key may not be able to execute its capital expenditure program and/or that any such capital expenditure investments, if made, will not generate adequate returns; and other risks affecting Key’s ability to maintain or improve operations, including its ability to maintain prices for services under market pricing pressures, weather risks, and the impact of potential increases in general and administrative expenses.

Because such statements involve risks and uncertainties, Key’s actual results and performance may differ materially from the results expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Other important risk factors that may affect Key’s business, results of operations and financial position are discussed in its most recently filed Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and in other Securities and Exchange Commission filings. Unless otherwise required by law, Key also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here. However, readers should review carefully reports and documents that Key files periodically with the Securities and Exchange Commission.

1301 McKinney Street, Suite 1800, Houston, TX 77010