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Company News
What’s happening at TBX...
New Orleans, LA - October 10, 2011
Superior Energy Services, Inc. (NYSE: SPN) ("Superior") and Complete Production Services, Inc.
(NYSE: CPX) ("Complete") today announced that their Boards of Directors have unanimously approved a
definitive merger agreement combining the two companies into the premier diversified mid-cap oilfield
services company.
Under terms of the agreement, Complete stockholders will receive 0.945 common shares of Superior and
cash of $7.00 in exchange for each share of Complete common stock held at closing.
This represents a premium of 29% to Complete's average price over the last two months.
Upon closing, and reflecting the issuance of new Superior shares, Superior and Complete stockholders
are expected to own approximately 52% and 48%, respectively, of Superior's outstanding shares.
"The combination of Superior and Complete creates a top-tier diversified oilfield services company with the
products, technologies and talented people that are critical to helping our customers create value, particularly
in unconventional fields in North America," said David Dunlap, Superior's President and
Chief Executive Officer. "Together we will have enhanced positions in large sectors for key products
and services that are high in usage intensity and deemed critical by our customers during their drilling,
completion and production processes. Some of these products and services include hydraulic fracturing
and other pressure pumping services, coiled tubing, well servicing, snubbing and wireline, in addition to
fluid handling and production testing.
"One of the important benefits of this transaction is the ability to gain access to these additional products
and services while maintaining a diversified revenue base. For instance, at June 30, 2011
Complete had approximately 315,000 horsepower of pressure pumping capacity to provide hydraulic
fracturing services in North America. As a result of our combined broad diversification, pressure pumping
would have comprised just under 25% of proforma North American land revenue for the twelve months
ended June 30, 2011, and approximately 10% of proforma total revenue for the twelve months ended
June 30, 2011. Furthermore, our combined North American coiled tubing operations would have resulted
in our combined coiled tubing product line representing about 15% of proforma North American land revenue
for the twelve months ended June 30, 2011.
"We anticipate that the proposed merger will also assist us in more rapidly executing our stated
strategy of international expansion as the enhanced earnings and cash flow capacity of the combined
entity can provide incremental capital and other resources to deploy in international markets.
"We expect significant operational and customer benefits from the combination, with minimal consolidation
cost savings. As soon as possible, we intend to establish integration teams to clearly define the
importance of employee retention."
Superior expects the combination to be accretive to earnings per share and cash flow per share in 2012,
excluding transaction and integration costs. Superior further expects the transaction will be balance
sheet neutral as measured by key leverage ratios, yet ultimately is expected to result in an overall credit
profile enhancement given the significant increase in scale and diversity provided by the combination.
Both Superior and Complete confirmed their prior guidance for 2011; however, Complete indicated that
third quarter results will be below its prior guidance. Complete now expects third quarter 2011
EBITDA to be between $155 million and $160 million. Items impacting Complete's third quarter, which are
not expected to affect prior expectations for the fourth quarter of 2011, include delayed deliveries of fluid
ends causing intermittent shut downs of several frac fleets, defective components on recently deployed
coiled tubing units, flooding in Pennsylvania and northern Mexico, and repositioning of one of Complete's
pressure pumping fleets from the Barnett Shale to West Texas.
The combined company will retain the name Superior and will be led by David Dunlap, Superior's current
President and Chief Executive Officer. The Superior Board of Directors will be expanded to include two
independent Complete Board members.
The merger is subject to the approval of both Superior's and Complete's stockholders as well as other
customary approvals. The companies anticipate that the transaction will close as soon as the end of this
calendar year. Superior and Complete intend to file a joint proxy statement / prospectus with the Securities
and Exchange Commission as soon as possible.
Greenhill & Co. is acting as Superior's transaction and financial advisor and rendered a fairness opinion
to Superior's Board of Directors. In addition, J.P.Morgan provided transaction advice, acted as
financial advisor and provided a bridge financing commitment with respect to the cash portion
of the transaction. Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. is acting as
Superior's legal advisor. Credit Suisse Securities (USA) LLC is acting as Complete's financial advisor
and rendered a fairness opinion to Complete's Board of Directors. Complete's legal advisor is Latham
& Watkins LLP.
Conference Call
Superior and Complete have scheduled a joint conference call today to discuss the merger.
The call will begin at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) on October 10, 2011.
The call can be accessed from the Investor Relations section of Superior's website at
www.superiorenergy.com, or by telephone at 480-629-9835. For those who cannot listen to the live call,
a telephonic replay will be available through Monday, October 17, 2011 and may be accessed by
calling 303-590-3030 and using the pass code 4480251.
An archive of the webcast will be available after the call for a period of 60 days at www.superiorenergy.com.
Company News
What’s happening at TBX...
New Orleans, LA - October 10, 2011
Superior Energy Services, Inc. (NYSE: SPN) ("Superior") and Complete Production Services, Inc.
(NYSE: CPX) ("Complete") today announced that their Boards of Directors have unanimously approved a
definitive merger agreement combining the two companies into the premier diversified mid-cap oilfield
services company.
Under terms of the agreement, Complete stockholders will receive 0.945 common shares of Superior and
cash of $7.00 in exchange for each share of Complete common stock held at closing.
This represents a premium of 29% to Complete's average price over the last two months.
Upon closing, and reflecting the issuance of new Superior shares, Superior and Complete stockholders
are expected to own approximately 52% and 48%, respectively, of Superior's outstanding shares.
"The combination of Superior and Complete creates a top-tier diversified oilfield services company with the
products, technologies and talented people that are critical to helping our customers create value, particularly
in unconventional fields in North America," said David Dunlap, Superior's President and
Chief Executive Officer. "Together we will have enhanced positions in large sectors for key products
and services that are high in usage intensity and deemed critical by our customers during their drilling,
completion and production processes. Some of these products and services include hydraulic fracturing
and other pressure pumping services, coiled tubing, well servicing, snubbing and wireline, in addition to
fluid handling and production testing.
"One of the important benefits of this transaction is the ability to gain access to these additional products
and services while maintaining a diversified revenue base. For instance, at June 30, 2011
Complete had approximately 315,000 horsepower of pressure pumping capacity to provide hydraulic
fracturing services in North America. As a result of our combined broad diversification, pressure pumping
would have comprised just under 25% of proforma North American land revenue for the twelve months
ended June 30, 2011, and approximately 10% of proforma total revenue for the twelve months ended
June 30, 2011. Furthermore, our combined North American coiled tubing operations would have resulted
in our combined coiled tubing product line representing about 15% of proforma North American land revenue
for the twelve months ended June 30, 2011.
"We anticipate that the proposed merger will also assist us in more rapidly executing our stated
strategy of international expansion as the enhanced earnings and cash flow capacity of the combined
entity can provide incremental capital and other resources to deploy in international markets.
"We expect significant operational and customer benefits from the combination, with minimal consolidation
cost savings. As soon as possible, we intend to establish integration teams to clearly define the
importance of employee retention."
Superior expects the combination to be accretive to earnings per share and cash flow per share in 2012,
excluding transaction and integration costs. Superior further expects the transaction will be balance
sheet neutral as measured by key leverage ratios, yet ultimately is expected to result in an overall credit
profile enhancement given the significant increase in scale and diversity provided by the combination.
Both Superior and Complete confirmed their prior guidance for 2011; however, Complete indicated that
third quarter results will be below its prior guidance. Complete now expects third quarter 2011
EBITDA to be between $155 million and $160 million. Items impacting Complete's third quarter, which are
not expected to affect prior expectations for the fourth quarter of 2011, include delayed deliveries of fluid
ends causing intermittent shut downs of several frac fleets, defective components on recently deployed
coiled tubing units, flooding in Pennsylvania and northern Mexico, and repositioning of one of Complete's
pressure pumping fleets from the Barnett Shale to West Texas.
The combined company will retain the name Superior and will be led by David Dunlap, Superior's current
President and Chief Executive Officer. The Superior Board of Directors will be expanded to include two
independent Complete Board members.
The merger is subject to the approval of both Superior's and Complete's stockholders as well as other
customary approvals. The companies anticipate that the transaction will close as soon as the end of this
calendar year. Superior and Complete intend to file a joint proxy statement / prospectus with the Securities
and Exchange Commission as soon as possible.
Greenhill & Co. is acting as Superior's transaction and financial advisor and rendered a fairness opinion
to Superior's Board of Directors. In addition, J.P.Morgan provided transaction advice, acted as
financial advisor and provided a bridge financing commitment with respect to the cash portion
of the transaction. Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. is acting as
Superior's legal advisor. Credit Suisse Securities (USA) LLC is acting as Complete's financial advisor
and rendered a fairness opinion to Complete's Board of Directors. Complete's legal advisor is Latham
& Watkins LLP.
Conference Call
Superior and Complete have scheduled a joint conference call today to discuss the merger.
The call will begin at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) on October 10, 2011.
The call can be accessed from the Investor Relations section of Superior's website at
www.superiorenergy.com, or by telephone at 480-629-9835. For those who cannot listen to the live call,
a telephonic replay will be available through Monday, October 17, 2011 and may be accessed by
calling 303-590-3030 and using the pass code 4480251.
An archive of the webcast will be available after the call for a period of 60 days at www.superiorenergy.com.