e425
Filed by Superior Energy Services, Inc.
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-6(j) of the Securities Exchange Act of 1934, as amended
Subject Company: Complete Production Services, Inc.
Commission File No: 001-32858
This filing relates to the proposed transactions pursuant to the terms of the Agreement and Plan of
Merger, dated October 9, 2011 by and among Superior Energy Services, Inc. (Superior), Complete
Production Services, Inc. (Complete) and SPN Fairway Acquisition, Inc. The following is a
memorandum that was sent to Superior employees.
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November 3, 2011
Dear Superior Employees,
I am pleased to announce the launch of Superior Tomorrowan e-newsletter and new intranet page
dedicated to keeping you informed about the merger between Superior and Complete Production
Services.
This e-newsletter will be distributed twice a month to inform you of key updates as we progress
through this merger. Superior Tomorrow will be archived on the new intranet page along with video
messages, fast facts about Complete, frequently asked questions, media coverage regarding the
merger and a place for you to ask questions.
There will be a button on our intranet homepage that will connect you to the Superior Tomorrow
page, or you can navigate to it directly by visiting www.superiortomorrow.com. You can use your
main intranet login information to access the page.
As we have more information and messages to share, the intranet site will expand and become even
more informational. As always, if you would like to contact me directly with any questions or
concerns, you can reach me at 281-999-0047 or dave.dunlap@superiorenergy.com.
This is an exciting time for all of us at Superior and I am looking forward to a future of
continued success. Thank you for your commitment and dedication to Superior.
Dave Dunlap
Did You Know?
Complete Production specializes in hydraulic fracturing and fluid management.
Hydraulic Fracturing consists of pumping fluids into a well at pressures that are sufficient
enough to fracture the formation and safely recover oil. Sand and synthetic materials (proppant)
are pumped into the fracture in order to prop it open. This allows the hydrocarbons in the
formation to flow into the wellbore and, ultimately, to the surface.
Fluid management is the process of providing access to fluids, transporting fluids to and from
wellsites, treating and storing fluids and properly disposing of excess fluids. After the well is
completed and put online, incremental value is realized by optimizing production and managing
produced fluids in a more efficient and effective manner.
FAQs
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When will the transaction be finalized? |
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A: |
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The transaction is expected to close as early as year-end 2011. |
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Q: |
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What does this merger mean to me as an employee? |
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A: |
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There will be very little change in the day to day responsibilities in the field. Of
course, we will work to integrate the two companies and maximize our opportunities to expand
services to our combined customers. We are doing this to grow our business, not contract it,
which means there is plenty of capacity for talented people at both organizations. We dont
have answers to all questions right now, but we will continue to keep you informed as we work
through the details of the merger. |
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Why are we merging with Complete? |
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A: |
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We believe this merger will positively impact our company as the acquisition of
Complete will vastly improve our geographic footprint and service offerings in North America.
We will gain operational strength which will enhance our ability to serve our customers, and
this transaction is consistent with our growth strategy. |
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On a pro forma basis 2011 revenues increase from about $2 billion to more than $4 billion.
Our enhanced cash flow capacity will bring us one step closer to achieving our growth goals
for the domestic and international arenas. |
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Q: |
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Will our company name change? |
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A: |
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The combined company will retain the name Superior Energy Services. |
For more information about the Superior and Complete merger or to ask a question, please
visit www.superiortomorrow.com.
Additional Information and Where to Find It
Our company and Complete plan to file a joint proxy statement/prospectus and other documents
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
REGARDING OUR COMPANY, COMPLETE AND THE PROPOSED ACQUISITION. A definitive joint proxy
statement/prospectus will be sent to our security holders and Completes security holders seeking
their approval of the acquisition. Investors and security holders may obtain a free copy of the
proxy statement/prospectus (when available) and other documents filed by us and Complete with the
SEC at the SECs web site at www.sec.gov. The proxy statement/prospectus and such other documents
(relating to our company) may also be obtained for free from us by accessing our website at
www.superiorenergy.com. The proxy statement/prospectus and such other documents (relating to
Complete) may also be obtained for free from Complete by accessing Completes website at
www.completeproduction.com.
Participants in the Solicitation
Our company, its directors, executive officers and certain members of management and employees
may be considered participants in the solicitation of proxies from our stockholders in connection
with the acquisition. Information regarding such persons and a description of their interests in
the acquisition will be contained in the joint proxy statement/prospectus when it is filed, and
additional information regarding such persons is included in our proxy statement filed with the SEC
on April 15, 2011.
Complete, its directors, executive officers and certain members of management and employees may be
considered participants in the solicitation of proxies from Completes stockholders in connection
with the acquisition. Information regarding such persons and a description of their interests in
the acquisition will be contained in the joint proxy statement/prospectus when it is filed, and
additional information regarding such persons is included in Completes proxy statement filed with
the SEC on April 18, 2011.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.