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): March 1, 2011 (March 1, 2011)
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Maryland
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001-08038
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04-2648081 |
| (State or other jurisdiction of
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(Commission File
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(I.R.S. Employer |
| incorporation or organization)
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Number)
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Identification No.) |
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| 1301 McKinney Street, Suite 1800 |
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| Houston, Texas
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77010 |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 651-4300
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 (see General Instruction
A.2. below):
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 13e-4(c) 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 1.01 Entry into a Material Definitive Agreement.
As previously announced, on February 14, 2011, Key Energy Services, Inc. (the “Company”)
commenced a cash tender offer for any and all of its outstanding $425,000,000 aggregate principal
amount of 8 3/8% Senior Notes due 2014 (the “8 3/8% Notes”) and a solicitation of consent to amend
the indenture governing the 8 3/8% Notes (the “Indenture”) on the terms and subject to the
conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement, dated
February 14, 2011. On March 1, 2011, the Company announced that, as of 5:00 p.m., New York City
time, on February 28, 2011, it had received the requisite consents to amend the Indenture and
accordingly entered into a Fourth Supplemental Indenture, dated March 1, 2011 (the “Supplemental
Indenture”), to the Indenture with the subsidiary guarantors named therein and The Bank of New York
Mellon Trust Company, N.A., as trustee. The Supplemental Indenture, among other things, eliminates
substantially all of the restrictive covenants and certain event of default provisions in the
Indenture.
A copy of the Supplemental Indenture is filed as Exhibit 4.1 hereto and is incorporated herein
by reference. The description of the Supplemental Indenture contained herein is qualified in its
entirety by the full text of such exhibit.
ITEM 3.03 Material Modification to Rights of Security Holders.
See Item 1.01 hereto, which is incorporated herein by reference, with respect to the execution
of the Supplemental Indenture on March 1, 2011.
ITEM 8.01 Other Events
On March 1, 2011, the Company issued a press release announcing the results of the tender
offer for its 8 3/8% Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit Number |
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Description |
4.1
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Fourth Supplemental Indenture dated as of March 1, 2011 by
and among Key Energy Services, Inc., the subsidiary
guarantors named therein and The Bank of New York Mellon
Trust Company, N.A., as trustee. |
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99.1
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Press Release, dated March 1, 2011. |