UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modification to Rights of Security Holders.
On December 18, 2023, following the approval of the Board of Directors (the “Board”) of the Superior Energy Services, Inc. (the “Company”), and its stockholders, the Company filed the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”). Effective upon the filing of the Restated Certificate with the Secretary of State of the State of Delaware, each outstanding share of the Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), of the Company was reclassified as and became one share of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of the Company (the “Reclassification”). Prior to the Reclassification, holders of shares of Class B Common Stock were not entitled to vote on the election or removal of the Company’s directors. Following the Reclassification, former holders of Class B Common Stock will hold Class A Common Stock and will have one vote per share in matters subject to a stockholder vote, and will vote together with all other holders of the Class A Common Stock. The Reclassification had no impact on the economic equity interests of holders of the outstanding Class A Common Stock, including with regard to dividends or liquidation rights. Following the Reclassification, the Company will no longer be authorized to issue Class B Common Stock and all references to the Class B Common Stock have been eliminated from the Restated Certificate. In addition to making certain other ministerial or clarifying changes or updates for certain provisions no longer applicable to the Company, among other things, the Restated Certificate: (i) increases the number of authorized shares of Class A Common Stock from 50,000,000 to 52,000,000 in connection with the elimination of the Class B Common Stock, 2,000,000 shares of which were previously authorized; and (ii) provides that officers, in addition to directors, will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty to the fullest extent permitted by Delaware law, as permitted by a 2022 amendment to the Delaware General Corporation Law.
The foregoing summary of the Restated Certificate does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retention Bonus Agreements
On December 15, 2023, the Board and the Compensation Committee of the Board approved retention bonus agreements for each of Brian K. Moore, the Company’s President and Chief Executive Officer, James W. Spexarth, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, Michael J. Delahoussaye, President, Workstrings International, Bryan M. Ellis, President, Wild Well Control, International Snubbing Services, and International Production Services, and Deidre D. Toups, President, Stabil Drill, Superior Completion Services, and HB Rentals (the “Retention Bonus Agreements”) pursuant to which each of Messrs. Moore, Spexarth, Delahoussaye and Ellis and Ms. Toups (each, an “Executive”) is eligible to earn a cash retention bonus (a “Retention Bonus”) in the amounts set forth in the table below, payable in four equal semi-annual installments beginning on March 15, 2024, subject generally to the Executive’s continued employment on each payment date.
Executive |
Retention Bonus |
Brian K. Moore |
$6,750,000.00 |
James W. Spexarth |
$1,544,962.50 |
Michael J. Delahoussaye |
$1,312,500.00 |
Deidre D. Toups |
$1,200,000.00 |
Bryan M. Ellis |
$1,326,000.00 |
Pursuant to the Retention Bonus Agreement, as a condition to the grant of the Retention Bonus, each Executive agrees to forfeit all performance stock units (“PSUs”) granted pursuant to an award agreement effective as of March 28, 2022 in the case of Messrs. Moore, Spexarth and Delahoussaye and Ms. Toups, and effective as of July 18, 2022 in the case of Mr. Ellis (each, a “PSU Award Agreement”). Upon execution of the Retention Bonus Agreement, all rights and obligations under a PSU Award Agreement will be forfeited and terminated and the PSUs granted thereunder will be canceled and be of no further force or effect.
Amendment to 2021 Management Incentive Plan
On December 15, 2023, in connection with, and in order to incorporate the changes related to, the Reclassification, the Board and the Compensation Committee amended the Company’s 2021 Management Incentive Plan to define the term “Common Stock” to mean the Class A Common Stock (and any stock or other securities into which such common stock may be converted or into which they may be exchanged).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 18, 2023, holders holding an aggregate of 12,798,178 shares of Class A Common Stock and Class B Common Stock (out of 20,150,725 total shares of Class A Common Stock and Class B Common Stock outstanding in the aggregate), consisting of
holders of 12,695,349 shares of Class A Common Stock (out of 19,998,695 shares of Class A Common Stock outstanding) and holders of 102,829 shares of Class B Common Stock (out of 152,030 shares of Class B Common Stock outstanding), as of December 15, 2023, the record date established by the Board, acting by written consent together and as separate classes, approved the Restated Certificate.
Item 8.01 Other Events.
On December 15, 2023, the Board adopted a Second and Restated Bylaws (the “Bylaws”) which implemented certain ministerial changes and updates. The foregoing summary of the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Exhibit Description |
3.1 |
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Second Amended and Restated Certificate of Incorporation of Superior Energy Services, Inc. |
3.2 |
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Second Amended and Restated Bylaws of Superior Energy Services, Inc. |
104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
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 thereunto duly authorized.
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Superior Energy Services, Inc |
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Date: |
December 20, 2023 |
By: |
/s/ James W. Spexarth |
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James W. Spexarth |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SUPERIOR ENERGY SERVICES, INC.
Pursuant to the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (“Delaware Law”), Superior Energy Services, Inc., a corporation organized under the laws of the State of Delaware, as amended (the “Corporation”), does hereby certify that:
FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 29, 2021 under the name “Superior NewCo, Inc.”. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 2, 2021 under the name “Superior NewCo, Inc.”, and a further Certificate of Amendment to such Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 2, 2021 under the name “Superior NewCo, Inc.” to change the Corporation’s name to Superior Energy Services, Inc. (as so amended and amended and restated, the “Original Certificate of Incorporation”).
SECOND: This Second Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate of Incorporation”) has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of Delaware Law and hereby amends and restates the Original Certificate of Incorporation in its entirety. The Amended and Restated Certificate of Incorporation shall become effective upon filing with the Secretary of State of the State of Delaware.
THIRD: The Amended and Restated Certificate of Incorporation of the Corporation shall, at the effective time, read as follows:
The name of the Corporation is Superior Energy Services, Inc.
The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under Delaware Law.
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Subject to applicable law and the rights of the holders of the Preferred Stock (if applicable), dividends may be declared and paid on the Common Stock out of the assets of the Corporation that are by law available therefor, at such times and in such amounts as the Board of Directors in its discretion shall determine. Any dividends declared by the Board of Directors to the holders of the then-outstanding Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.
Subject to applicable law, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of the Preferred Stock shall be entitled, the holders of all outstanding shares of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares of Common Stock held by each such stockholder. A consolidation, reorganization or merger of the Corporation with any other Person or Persons, or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Article 4(D). As used in this Amended and Restated Certificate of Incorporation, “Person” means an individual or entity, including any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization or governmental authority (or any department, agency or political subdivision thereof).
The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation (the “Bylaws”).
The stockholders may, without the approval of the Board of Directors, adopt, amend or repeal the Bylaws with the affirmative vote of the holders of not less than a majority of the voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class.
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Subject to the rights of the holders of any Preferred Stock then outstanding as may be provided in any certificate of designations relating to such Preferred Stock, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with Section 228 of Delaware Law.
No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the first consent delivered in the manner required by this Article 8 and Delaware Law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders as of the record date for the action by consent who have not consented in writing and who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of the meeting were the record date for the action by consent.
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The term “Indemnitee-Related Entity” means any corporation, limited liability company, partnership, joint venture, trust or other enterprise (other than the Corporation or any other corporation, partnership, joint venture, trust or other enterprise for which the Indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnitee may be entitled to indemnification or advancement of expenses in respect of a matter with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation.
The term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which an Indemnitee shall be entitled to indemnification or advancement of expenses from both an Indemnitee-Related Entity and the
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Corporation pursuant to applicable law or any agreement, certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or an Indemnitee-Related Entity, as applicable.
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The term “Qualified IPO” means an IPO whereby the Corporation (or any successor) and/or the selling stockholders, as applicable, shall receive at least $100.0 million in aggregate gross proceeds from the sale of Common Stock, before giving effect to any underwriting discounts and commissions and related offering expenses.
The term “IPO” means the consummation of the first public offering and sale of Common Stock by the Corporation (other than on Form S-4 or Form S-8 or any similar or successor form), pursuant to an effective registration statement under the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations (the “Securities Act”).
The term “Business Day” means any day other than a Saturday, Sunday or day on which commercial banks in the State of New York are authorized or required by applicable law, rule or regulation to close for business.
For so long as the Stockholders Agreement is in effect, any Person who hereafter acquires (whether pursuant to an issuance by the Corporation, a transfer by a stockholder or otherwise) shares of Common Stock or any other equity securities of the Corporation who is not already a party to the Stockholders Agreement shall be required to deliver a properly executed Joinder (as defined in the Stockholders Agreement) to the Corporation as a condition to the effectiveness of such acquisition, and any acquisition in which the acquirer of Common Stock or other equity securities of the Corporation does not deliver such a Joinder (if applicable) shall be void ab initio. For so long as the Stockholders Agreement is in effect, the provisions of the Stockholders Agreement shall be incorporated by reference into the relevant provisions hereof, and such provisions shall be interpreted and applied in a manner consistent with the terms of the Stockholders Agreement.
Subject to such limitations as may be from time to time imposed by other provisions of this Amended and Restated Certificate of Incorporation, the Stockholders Agreement and subject to
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the rights of any holders of Preferred Stock as may be provided in any certificate of designations relating to such Preferred Stock, the Corporation reserves the right to amend this Amended and Restated Certificate of Incorporation in any manner permitted by Delaware Law and except as otherwise specifically provided herein or by Delaware Law, all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation.
The Corporation expressly elects not to be governed by Section 203 of Delaware Law.
If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (A) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and
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Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (B) to the fullest extent permitted by applicable law, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 18th day of December, 2023.
SUPERIOR ENERGY SERVICES, INC.
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By: |
/s/ Brian K. Moore |
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Name: Brian K. Moore |
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Title: Chief Executive Officer |
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[Signature Page to Second Amended and Restated Certificate of Incorporation of Superior Energy Services, Inc.]
SECOND AMENDED AND RESTATED BYLAWS
(the “Bylaws”)
OF
SUPERIOR ENERGY SERVICES, INC.
(the “Corporation”)
* * * * *
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In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
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Document And Entity Information |
Dec. 15, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 15, 2023 |
Entity Registrant Name | SUPERIOR ENERGY SERVICES, INC. |
Entity Central Index Key | 0000886835 |
Entity Emerging Growth Company | false |
Entity File Number | 001-34037 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 87-4613576 |
Entity Address, Address Line One | 1001 Louisiana Street, Suite 2900 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77002 |
City Area Code | (713) |
Local Phone Number | 654-2200 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | None |
No Trading Symbol Flag | true |
Security Exchange Name | NONE |
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