-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F5RGfOFYV8ieUR5IUzHhxkhzdICHiGYZq6ecKV0S2RhgIcRFDxaSeW8BfRbpcJ1Q c0VeepSa/KePKWUZdOU3jw== 0001104659-08-044541.txt : 20081006 0001104659-08-044541.hdr.sgml : 20081006 20080708184636 ACCESSION NUMBER: 0001104659-08-044541 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEY ENERGY SERVICES INC CENTRAL INDEX KEY: 0000318996 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 042648081 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-651-4300 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: KEY ENERGY GROUP INC DATE OF NAME CHANGE: 19950217 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL ENVIRONMENTAL GROUP INC DATE OF NAME CHANGE: 19921228 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE COMPANIES INC DATE OF NAME CHANGE: 19891012 CORRESP 1 filename1.htm

 

July 8, 2008

 

Via EDGAR and Facsimile

 

U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549

 

Attention:                                         Ms. Anne Nguyen Parker
Mr. John Madison

 

Re:                               Key Energy Services, Inc.
Registration Statement on Form S-4
Filed May 23, 2008
File No. 333-151166

 

Dear Ms. Parker and Mr. Madison:

 

Key Energy Services, Inc., a Maryland corporation, and each of the guarantors set forth on the signature page hereto (collectively, the “Registrants”) are registering an exchange offer of 83/8% Senior Notes due 2014 issued on November 29, 2007 (the “Old Notes”) for 83/8% Senior Notes due 2014 that have been registered under the Securities Act of 1933, as amended (the “Securities Act” and, such notes, the “New Notes”), pursuant to a Registration Statement on Form S-4 (File No. 333-151166) (the “Exchange Offer”) in reliance on the staff of the Securities and Exchange Commission’s position set forth in Exxon Capital Holdings Corp. (publicly available May 13, 1988), Morgan Stanley & Co. Inc. (publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993). The Registrants represent as follows:

 

1.               The Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.

 

2.               In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the New Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the staff position enunciated in Exxon Capital Holdings Corp. (publicly available May 13, 1988) or similar letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

 


 

3.               The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

 

4.               The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling (publicly available July 2, 1993)) in connection with any resale of such New Notes.

 

5.               The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions:

 

(a)          If the exchange offeree is not a broker-dealer, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.

 

(b)         If the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

6.               None of the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer participating in the Exchange Offer to distribute the New Notes.

 

[Signature page follows]

 

2


 

 

KEY ENERGY SERVICES, INC.

 

 

 

 

 

 

 

By:

/s/ J. Marshall Dodson

 

 

J. Marshall Dodson

 

 

Vice President and Chief Accounting Officer

 

 

 

 

KEY ENERGY SERVICES MEXICO, INC.

 

 

 

 

 

 

 

By:

/s/ J. Marshall Dodson

 

 

J. Marshall Dodson

 

 

Vice President —Accounting

 

 

 

 

KEY ENERGY SERVICES, LLC

 

KEY MARINE SERVICES, LLC

 

KEY ENERGY PRESSURE PUMPING SERVICES, LLC

 

KEY ENERGY FISHING & RENTAL SERVICES, LLC

 

KEY ENERGY SHARED SERVICES, LLC

 

MISR KEY ENERGY INVESTMENTS, LLC

 

MISR KEY ENERGY SERVICES, LLC

 

KEY ELECTRIC WIRELINE SERVICES, LLC

 

KEY ENERGY SERVICES (MEXICO), LLC

 

 

 

 

 

 

 

By:

/s/ J. Marshall Dodson

 

 

J. Marshall Dodson

 

 

Vice President—Accounting

 

3

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