e424b7
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PROSPECTUS SUPPLEMENT No.4
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Filed Pursuant to Rule 424(b)(7) |
(To Prospectus Dated May 1, 2007)
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Registration No. 333-142532 |
$400,000,000
1.50% SENIOR EXCHANGEABLE NOTES DUE 2026
of
SESI, L.L.C.
Unconditionally Guaranteed by Superior Energy Services, Inc.
The following supplements the prospectus dated May 1, 2007, as supplemented by the prospectus
supplements dated May 31, 2007, July 18, 2007 and October 1,2007 (the prospectus), relating to
the offering for resale of $400,000,000 aggregate principal amount of 1.50% Senior Exchangeable
Notes due 2026 of SESI, L.L.C. (SESI) we sold in a private placement on December 12, 2006 and the
common shares of SESIs parent company, Superior Energy Services, Inc. (Superior Energy),
issuable upon exchange or repurchase of the notes.
This prospectus supplement is not complete without, and may not be delivered or utilized
except in combination with, the prospectus. This prospectus supplement is incorporated by
reference into, and should be read in conjunction with, the prospectus.
Superior Energys common stock is listed on the New York Stock Exchange under the symbol
SPN. The last reported sale price of Superior Energys common stock on the New York Stock
Exchange on December 31, 2007 was $34.42 per share.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy of this prospectus
supplement. Any representation to the contrary is a criminal offense.
See Risk Factors beginning on page 6 of the prospectus for a discussion of certain risks
that you should consider in connection with an investment in securities offered by this prospectus
supplement.
The date of this prospectus supplement is January 2, 2008.
SELLING SECURITY HOLDERS
The information set forth in the following table supplements the information appearing under
the heading Selling Security Holders in the prospectus. None of the selling security holders
named below has, within the past three years, held any position or office with us or any of our
predecessors or affiliates, or had any other material relationship with us or any of our
predecessors or affiliates, except as noted below. To our knowledge, no selling security holder
named below who is a registered broker-dealer or an affiliate of a registered broker-dealer
received any securities as underwriting compensation.
The following table is based solely on the information provided to us by the selling security
holders on or before January 2, 2008. Additional selling security holders may choose to sell
securities from time to time upon notice to us.
The information appearing under the heading Selling Security Holders in the prospectus is
hereby supplemented by adding the information below with respect to selling security holders not
previously listed in the prospectus. To the extent that a selling security holder is listed in
both the table below and in the table appearing in the prospectus, the information set forth below
regarding the selling security holder replaces and supersedes the information in the prospectus.
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No. of |
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No. of |
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Shares of |
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Principal |
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Principal |
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No. of |
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Shares of |
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Superior Energy |
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Amount of |
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Amount of |
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Shares of |
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Superior Energy |
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Common |
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Notes |
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% of Notes |
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Notes Being |
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Superior Energy |
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Common Stock |
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Stock Held |
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Beneficially |
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Beneficially |
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Offered |
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Common Stock |
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Being Offered |
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After |
Name |
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Owned ($) |
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Owned |
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($)(1) |
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Owned (2)(3) |
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(1)(3) |
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Offering (1) |
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Kellogg Capital
Group, LLC(4) |
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2,000,000 |
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* |
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2,000,000 |
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43,882 |
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43,882 |
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0 |
Argentum
Multi-Strategy Fund
Ltd. |
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170,000 |
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* |
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170,000 |
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3,730 |
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3,730 |
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0 |
Argent Classic
Convertible
Arbitrage Fund Ltd. |
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9,180,000 |
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2.3% |
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9,180,000 |
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201,422 |
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201,422 |
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0 |
Argent LowLev
Convertible
Arbitrage Fund Ltd. |
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2,280,000 |
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* |
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2,280,000 |
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50,026 |
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50,026 |
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0 |
Argent Classic
Convertible
Arbitrage Fund L.P. |
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1,350,000 |
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* |
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1,350,000 |
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29,620 |
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29,620 |
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0 |
Argent Classic
Convertible
Arbitrage Fund II,
L.P. |
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340,000 |
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* |
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340,000 |
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7,460 |
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7,460 |
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0 |
Argent LowLev
Convertible
Arbitrage Fund II,
LLC |
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130,000 |
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* |
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130,000 |
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2,852 |
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2,852 |
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0 |
Argentum
Multi-Strategy Fund
LP |
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200,000 |
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* |
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200,000 |
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4,388 |
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4,388 |
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0 |
Class C Trading
Company, Ltd. |
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1,720,000 |
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* |
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1,720,000 |
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37,739 |
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37,739 |
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0 |
HFR CA Global
Select Master Trust
Account |
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450,000 |
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* |
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450,000 |
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9,873 |
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9,873 |
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0 |
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No. of |
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No. of |
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Shares of |
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Principal |
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Principal |
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No. of |
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Shares of |
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Superior Energy |
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Amount of |
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Amount of |
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Shares of |
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Superior Energy |
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Common |
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Notes |
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% of Notes |
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Notes Being |
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Superior Energy |
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Common Stock |
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Stock Held |
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Beneficially |
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Beneficially |
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Offered |
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Common Stock |
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Being Offered |
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After |
Name |
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Owned ($) |
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Owned |
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($)(1) |
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Owned (2)(3) |
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(1)(3) |
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Offering (1) |
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Lyxor Master Fund
Ref: Argent/LowLev
CB c/o Argent |
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690,000 |
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* |
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690,000 |
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15,139 |
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15,139 |
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0 |
Partners Group
Alternative
Strategies PCC LTD |
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1,320,000 |
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* |
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1,320,000 |
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28,962 |
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28,962 |
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0 |
Xavex Convertible
Arbitrage 10 Fund |
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990,000 |
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* |
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990,000 |
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21,721 |
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21,721 |
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0 |
Xavex Convertible 2
Fund |
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180,000 |
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* |
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180,000 |
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3,949 |
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3,949 |
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0 |
Caisse de depot et
placement du Quèbec |
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2,000,000 |
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* |
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2,000,000 |
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45,682 |
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43,882 |
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1,800 |
* Less than 1%.
(1) Because the selling security holder may sell pursuant to this prospectus supplement all or a
portion of the offered notes, and common stock issuable upon exchange of the notes, we cannot know
or estimate the number or percentage of notes and common stock that the selling security holder
will hold upon the termination of any particular offering. The information presented assumes that
the selling security holder will sell all of the notes or common stock issued upon exchange of the
notes.
(2) In calculating the number of shares of Superior Energy common stock owned, we treated as
outstanding the number of Superior Energy common shares issuable upon exchange of all of that
particular holders notes in accordance with the applicable referenced exchange rates.
(3) Includes Superior Energy common shares issuable upon exchange of the notes based on the
initial exchange rate of 21.9414 common shares per $1,000 principal amount of the notes. However,
the exchange rate is subject to adjustment as described under the heading Description of the Notes
Exchange Rate Adjustments in the prospectus. As a result, the number of common shares issuable
upon exchange of the notes may increase or decrease in the future.
(4) Kellogg Capital Group, LLC (KCG) has identified itself as a broker-dealer registered
pursuant to Section 15 of the Exchange Act. Charles R. Kellogg and Nicholas Cappelleri have or
share investment power over the securities.
PLAN OF DISTRIBUTION
The following supplements the information appearing under the heading Plan of Distribution
in the prospectus. The additional selling security holders and any underwriters, broker-dealers or
agents who participate in the distribution of the securities offered by the prospectus, as
supplemented hereby, may be underwriters within the meaning of the Securities Act. To the extent
any of the selling security holders are broker-dealers, they are, under the interpretation of the
Securities and Exchange Commission, underwriters within the meaning of the Securities Act.
Kellogg Capital Group, LLC has represented to us that it is a registered broker-dealer. Any
profits on the sale of the notes and the common stock issuable upon the exchange of the notes by
such selling security holder and any discounts, commissions or concessions received by such
broker-dealer may be deemed to be underwriting discounts and underwriters within the meaning of
the Securities Act will be subject to prospectus delivery requirements of the Securities Act. If
such selling security holder is deemed to be an underwriter, it may be subject to certain statutory
liabilities of the Securities Act and the Exchange Act.