UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| Item 3.03 | Material Modification to Rights of Security Holders. |
In connection with its previously announced plan to suspend the obligations of Superior Energy Services, Inc. (the “Company”) to file periodic reports and other information pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s Board of Directors (the “Board”) determined the reverse stock split ratio to be 1-for-750 and the forward stock split ratio to be 750-for-1. These stock split ratios were within the ranges approved by written consent of the Company’s stockholders on December 16, 2024 pursuant to Section 228 of the Delaware General Corporation Law. The Board also determined to abandon all other stock split ratios within the ranges approved by written consent of the Company’s stockholders.
The Company filed certificates of amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the State of Delaware to effect the reverse stock split, followed immediately by the forward stock split, both effective on January 29, 2025. Copies of the certificates of amendment are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
Following the effectiveness of the stock splits, the Company filed a Form 15 with the SEC certifying that it has fewer than 300 stockholders, which suspended the Company’s obligations to file periodic reports and other information pursuant to the Exchange Act.
For more information regarding the going private transaction, please refer to the Schedule 13E-3 and accompanying Disclosure Statement filed with the SEC on January 6, 2025.
| Item 7.01 | Regulation FD Disclosure. |
On January 29, 2025, the Company issued a press release announcing the Board’s determination of the stock split ratios and suspension of the Company’s periodic reporting obligations under the Exchange Act. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in Item 7.01 of this Current Report and the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed herewith:
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.
| SUPERIOR ENERGY SERVICES, INC. | ||||||
| Date: January 30, 2025 | By: | /s/ David J. Lesar | ||||
| Name: | David J. Lesar | |||||
| Title: | Chairman and Chief Executive Officer | |||||