<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Superior Energy Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (par value $0.01)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
868157108
------------------------------------------------------------
(CUSIP Number)
Thomas R. Denison, Esq.
First Reserve Corporation
1801 California Street, Suite 4110
Denver, CO 80202
(303) 382-1270
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 15, 1999
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
CUSIP No. 868157108 Page 2 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund VII, Limited Partnership
I.R.S. No. 06-1457408
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 11,080,916
----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,080,916
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,080,916
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 868157108 Page 3 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund VIII, L.P.
I.R.S. No. 06-1507364
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
SHARES 0
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,387,276
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
7,387,276
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,387,276
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 868157108 Page 4 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve GP Fund VII, L.P.
I.R.S. No. 06-1520256
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,080,916
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
11,080,916
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,080,916
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
CUSIP No. 868157108 Page 5 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve GP VIII, L.P.
I.R.S. No. 06-1507318
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,387,276
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
7,387,276
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,387,276
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
CUSIP No. 868157108 Page 6 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Corporation
I.R.S. No. 06-1210123
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 18,468,192
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 18,468,192
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,468,192
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
31.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
CUSIP No. 868157108 Page 7 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Macaulay
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
CUSIP No. 868157108 Page 8 of 15 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Hill
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of the common stock, par value
$0.001 per share ("Common Stock"), of Superior Energy Services, Inc., a Delaware
corporation ("Superior") the principal executive offices of which are located at
1105 Peters Road City, Harvey, LA 70058.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by First Reserve Fund VII, Limited
Partnership, a Delaware limited partnership ("Fund VII"), First Reserve Fund
VIII, L.P., a Delaware limited partnership ("Fund VIII" and together with Fund
VII, the "Funds"), First Reserve GP VII, L.P., a Delaware limited partnership
("GP VII"), First Reserve GP VIII, L.P., a Delaware limited partnership ("GP
VIII"), First Reserve Corporation, a Delaware corporation ("First Reserve"),
William E. Macaulay and John A. Hill (collectively referred to herein as the
"Reporting Parties").
Fund VII and Fund VIII are Delaware limited partnerships, the principal
purpose of which is to make equity and debt investments in companies engaged in
various energy production, processing, transmission, distribution, marketing,
equipment manufacturing, electrical generation, and technical services, and in
energy assets such as oil and gas reserves or processing and transmission
facilities. Their principal offices are located at 475 Steamboat Road,
Greenwich, CT 06830. GP VII and GP VIII are Delaware limited partnerships, the
principal purpose of which is to serve as the general partner of Fund VII and
Fund VIII, respectively. First Reserve is a Delaware corporation which raises
funds for and manages Fund VII and Fund VIII, through GP VII and GP VIII,
respectively, (as well as several other similar entities). First Reserve is the
general partner of GP VII and GP VIII. First Reserve's principal business is to
act as the managing general partner and provide investment management services
to a limited number of investment partnerships, including Fund VII and Fund
VIII. First Reserve's offices are also located at 475 Steamboat Road, Greenwich,
CT 06830. William E. Macaulay is the Chairman, Chief Executive Officer, a
Managing Director and Director of First Reserve. John A. Hill is the Vice
Chairman, a Managing Director and a Director of First Reserve. Mr. Macaulay and
Mr. Hill are United States citizens, both of whose principal occupation or
employment is as an officer and director of First Reserve, and whose business
address is 475 Steamboat Road, Greenwich, CT 06830. The information required by
Item 2 with respect to the executive officers and directors of the Reporting
Parties which are corporations (First Reserve) is found in Schedule I, attached
hereto.
During the last five years, none of the Reporting Parties nor any
executive officer or director of First Reserve has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE OF FUNDS
On July 15, 1999, Superior Cardinal Acquisition Company, Inc. ("Sub"),
a wholly-owned subsidiary of Superior Energy Services, Inc. ("Superior"), merged
with and into (the "Merger") Cardinal Holding Corporation ("Cardinal"), pursuant
to the Agreement and Plan of Merger Among Superior, Sub, Cardinal, Fund VII, and
Fund VIII, dated April 20, 1999 (the "Merger Agreement"), and Amendment
Page 9 of 15
<PAGE> 10
No. 1 thereto dated June 30, 1999 ("Amendment No. 1"). In connection with the
Merger, each of the Funds' shares of Cardinal stock were converted into
approximately 356 shares of Superior Common Stock. Upon consummation of the
Merger, the separate existence of Sub ceased and Cardinal became a wholly-owned
subsidiary of Superior.
Prior to the Merger, Fund VII owned 31,105.239 shares of Cardinal stock
and Fund VIII owned 20,736.823 shares of Cardinal stock. Those shares of
Cardinal stock were the source of funds for the acquisition of beneficial
ownership of the 11,080,916 and 7,387,276 shares of Superior Common Stock
acquired by Fund VII and Fund VIII, respectively, in the Merger. Except in
relation to their partnership interests in Fund VII and Fund VIII, no money or
stock were required directly by GP VII, GP VIII or First Reserve for their
indirect acquisition of beneficial ownership of the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The Funds acquired shares of Superior Common Stock in exchange for
Cardinal stock pursuant to the Merger Agreement. The Funds intend to participate
in and influence the affairs of Superior through the exercise of their voting
rights with respect to their shares of Common Stock. Through the merger, Fund
VII and Fund VIII acquired approximately 31.1% of the approximately 59,293,269
shares of Superior Common Stock outstanding after the Merger.
As more fully described in Item 6, below, pursuant to the Stockholders'
Agreement among Superior and the Funds, dated July 15, 1999 (the "Stockholders'
Agreement"), the Funds have the right to designate four of Superior's six
directors, two of such designees who are to be independent of both Superior and
First Reserve. Additionally, the Stockholders' Agreement contains certain
covenants that restrict the Funds' ability to acquire or dispose of Superior
Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Reporting Parties and other persons
identified in Item 2 are the beneficial owners of the Superior Common Stock in
the numbers and percentages set forth in the table below.
<TABLE>
<CAPTION>
NUMBERS OF SHARES
REPORTING PARTY BENEFICIALLY OWNED PERCENTAGE OF CLASS(2)
--------------- ------------------ ----------------------
<S> <C> <C>
Fund VII ................... 11,080,916 18.7%
Fund VIII .................. 7,387,276 12.5%
GP VII (1) ................. 11,080,916 18.7%
GP VIII (1) ................ 7,387,276 12.5%
First Reserve (1) .......... 18,468,192 31.1%
William E. Macaulay (1) .... 18,468,192 31.1%
John A. Hill (1) ........... 18,468,192 31.1%
</TABLE>
(1) The shares listed as beneficially owned by GP VII, GP VIII, First
Reserve, Mr. Macaulay and Mr. Hill are owned of record and beneficially
by Fund VII and Fund VIII. First Reserve is the managing general
partner of GP VII and GP VIII which are, in turn, the general partners
of Fund VII and Fund VIII. Through their control
Page 10 of 15
<PAGE> 11
positions within First Reserve and their ownership of shares of First
Reserve, Mr. Macaulay and Mr. Hill may be deemed to share beneficial
ownership of the shares of Common Stock. Mr. Macaulay and Mr. Hill
disclaim beneficial ownership of such shares.
(2) Based on the approximately 59,293,269 shares of Superior Common
Stock outstanding after the Merger.
(b) Fund VII and Fund VIII share the power to vote or to direct the
vote and the power to dispose or direct the disposition of all Shares held by
them with their general partners, GP VII and GP VIII, respectively, who, in
turn, shares voting and dispositive power with its managing general partner,
First Reserve. The Reporting Parties and other persons identified in Item 2 have
the following powers with respect to the Superior Common Stock they beneficially
own:
<TABLE>
<CAPTION>
SOLE SHARED SOLE SHARED
VOTING VOTING DISPOSITIVE DISPOSITIVE
REPORTING PARTY POWER POWER POWER POWER
--------------- ------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Fund VII .................. 0 11,080,916 0 11,080,916
Fund VIII ................. 0 7,387,276 0 7,387,276
GP VII (1) ................ 0 11,080,916 0 11,080,916
GP VIII (1) ............... 0 7,387,276 0 7,387,276
First Reserve (1) ......... 0 18,468,192 0 18,468,192
William E. Macaulay(1) .... 0 18,468,192 0 18,468,192
John A. Hill (1) .......... 0 18,468,192 0 18,468,192
</TABLE>
- ----------
(1) Consists solely of shares owned by Fund VII and Fund VIII. Mr.
Macaulay and Mr. Hill disclaim beneficial ownership of such
shares.
(c) See the description of the Merger in Item 6, below.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to and as more fully explained in the Merger Agreement, the
Funds exchanged their shares of Cardinal stock for 18,468,192 shares of Superior
Common Stock. The exchange ratio was based on a formula that allowed the
Cardinal shareholders to acquire approximately 51% of the Superior Common Stock
outstanding after the Merger.
Pursuant to the Stockholders' Agreement, and as more fully described
therein, the Funds have the right to designate four of Superior's six directors,
two of such designees who are to be independent of both Superior and First
Reserve. As a condition to the Merger, Superior stockholders approved the
election of William E. Macaulay and Ben A. Guill, both First Reserve officers,
to the Superior board. Additionally, under the Stockholders' Agreement, the
Funds agree that First Reserve and its related entities will not acquire any
Superior securities (other than pursuant to the Merger) if the effect
Page 11 of 15
<PAGE> 12
would be to increase the aggregate beneficial ownership of Superior securities
by First Reserve and its related entities (without considering the Superior
securities acquired in the Merger, or issued pursuant to a stock split, dividend
or recapitalization) to 10% or more of either the voting power or the number of
outstanding shares of any class or series of Superior securities.
Further, under the Stockholders Agreement and as more fully described
therein, the Funds agree that First Reserve and its related entities will not
dispose of their beneficial interest in the Superior Common Stock except under
certain conditions, including transfers within First Reserve and its related
entities, public offerings, Rule 144 sales, other private sales, a business
combination involving Superior and approved by its Board of Directors, or upon
the failure of Superior, its board or stockholders, to allow the Funds'
designated directors to serve on Superior's board of directors. Further, the
Funds agree to use their reasonable best efforts not to transfer ownership of 5%
or more of their voting power to any one person or group of persons without the
permission of Superior's Board. Finally, the Funds covenant and agree not to
assist any person in any transactions that would result in a change of control
in Superior and agree, with respect to matters involving a business combination
or change of control involving Superior, to vote all their Superior Common Stock
in the manner recommended by Superior's Board of Directors.
As more fully described therein, the Registration Rights Agreement
Among Superior Energy Services, Inc. and the Parties Specified Herein, dated
July 15, 1999 ("Registration Rights Agreement"), grants the Funds and other
Cardinal shareholders registration rights with respect to the Common Stock
beneficially owned by them. The Registration Rights Agreement with the Funds
provides, among other things, that at any time after one year following the
closing date of the Merger, the Funds may request that Superior file a
registration statement for the offer and sale of not less than 20% of the
Superior Common Stock owned by the Funds following the Merger.
As more fully described in the Escrow Agreement dated March 16, 1999
entered into by Fund VII, Fund VIII, John P. Kotts and certain other parties
(the "Escrow Agreement"), in connection with the closing of the Merger, Fund VII
will escrow 311,139 shares of Superior Common Stock and Fund VIII will escrow
207,426 shares of Superior Common Stock. Pursuant to the Escrow Agreement, Fund
VII and Fund VIII retain the right to vote and received dividends upon these
escrowed shares and these escrowed shares are included in the amounts reported
in this Schedule 13. If, within five years of the effective date of the Merger,
the average of the closing prices of the Superior Common Stock equals or exceeds
$5.50 per share for any consecutive twenty trading days and the Superior Common
Stock closes at or above $5.50 per share on the twentieth such trading day, the
escrowed shares may be released to John P. Kotts. If not, the escrowed shares
will be released to Fund VII and Fund VIII.
ITEM 7. EXHIBITS
Exhibit A Agreement Concerning Filing of Schedule 13D.
Page 12 of 15
<PAGE> 13
Exhibit B Agreement and Plan of Merger Among Superior Energy
Services, Inc., Superior Cardinal Acquisition
Company, Inc., Cardinal Holding Corp., First
Reserve Fund VII, Limited Partnership and First
Reserve Fund VIII, L.P., dated April 20, 1999,
Appendix A to Superior's Schedule 14A, as filed
with the Securities and Exchange Commission on
June 18, 1999, File No. 333-22603, and
incorporated by reference herein.
Exhibit C Amendment No. 1 to the Agreement and Plan of
Merger dated as of June 30, 1999, by and among
Superior, Superior Cardinal Acquisition Company,
Inc., Cardinal Holding Corp., First Reserve Fund
VII, Limited Partnership, and First Reserve Fund
VIII, L.P., Exhibit 2.1 to Superior's 8-K, as
filed with the Securities and Exchange Commission
on July 7, 1999, File No. 333-22603, and
incorporated by reference herein.
Exhibit D Stockholders' Agreement among Superior Energy
Services, Inc. and First Reserve Fund VII, Limited
Partnership and First Reserve Fund VIII, L.P.,
dated July 15, 1999.
Exhibit E Registration Rights Agreement among Superior
Energy Services, Inc. and First Reserve Fund VII,
Limited Partnership and First Reserve Fund VIII,
L.P., dated July 15, 1999.
Exhibit F Escrow Agreement dated March 16, 1999 entered into
by Fund VII, Fund VIII, John P. Kotts and certain
other parties.
Page 13 of 15
<PAGE> 14
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement on Schedule
13D is true, complete and correct.
Dated: July 22, 1999
First Reserve Fund VII, Limited Partnership,
a Delaware limited partnership
By: First Reserve GP VII, L.P.
its general partner
By: First Reserve Corporation
its general partner
/s/ Thomas R. Denison
---------------------------------------
Name: Thomas R. Denison
Title: Managing Director
First Reserve Fund VIII, L.P.,
a Delaware limited partnership
By: First Reserve GP VIII, L.P.
its general partner
By: First Reserve Corporation
its general partner
/s/ Thomas R. Denison
---------------------------------------
Name: Thomas R. Denison
Title: Managing Director
First Reserve GP VII, L.P.,
a Delaware limited partnership
By: First Reserve Corporation
its general partner
/s/ Thomas R. Denison
---------------------------------------
Name: Thomas R. Denison
Title: Managing Director
Page 14 of 15
<PAGE> 15
First Reserve GP VIII, L.P.,
a Delaware limited partnership
By: First Reserve Corporation
its general partner
/s/ Thomas R. Denison
------------------------------
Name: Thomas R. Denison
Title: Managing Director
First Reserve Corporation
/s/ Thomas R. Denison
------------------------------
Name: Thomas R. Denison
Title: Managing Director
William E. Macaulay
By: /s/ Thomas R. Denison
---------------------------
Name: Thomas R. Denison
his attorney-in-fact (power of attorney filed with
Schedule 13D/A #2 for Patina Oil & Gas Corp.
with the Securities and Exchange Commission
on July 7, 1999, File No. 005-47499, and
incorporated by reference herein)
John A. Hill
By: /s/ Thomas R. Denison
---------------------------
Name: Thomas R. Denison
his attorney-in-fact (power of attorney filed with
Schedule 13D/A #2 for Patina Oil & Gas Corp.
with the Securities and Exchange Commission
on July 7, 1999, File No. 005-47499, and
incorporated by reference herein)
Page 15 of 15
<PAGE> 16
SCHEDULE I
The name, business address, and present principal occupation or
employment of each of the executive officers and directors of First Reserve
Corporation are set forth below. Unless otherwise indicated, (i) the business
address of each is 475 Steamboat Road, Greenwich, Connecticut 06830; (ii) each
such person is a citizen of the United States; (iii) such person does not have
any other principal occupation; (iv) in the last five years, none have been
convicted in a criminal proceeding (excluding traffic violations, or similar
misdemeanors); and (v) in the last five years, none have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in (y) such person becoming subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or (z) a finding of any violation
with respect to such laws.
NAME AND POSITION WITH FIRST RESERVE CORPORATION
William E. Macaulay
Chairman, Chief Executive Officer, Managing Director and Director
John A. Hill
Vice Chairman, Managing Director and Director
Ben A. Guill
President, Managing Director and Director
Jonathan S. Linker
Managing Director
Bruce M. Rothstein
Managing Director
Cathleen M. Ellsworth
Managing Director
Will H. Honeybourne
Managing Director and Director
Thomas R. Denison
Managing Director, General Counsel and Secretary
1801 California St., Suite 4110
Denver, Colorado 80202
Jennifer G. Kornfield
Vice President, Treasurer and Assistant Secretary
Valarie A. Thomason
Assistant Treasurer and Assistant Secretary
1
<PAGE> 17
EXHIBIT A
AGREEMENT CONCERNING FILING OF SCHEDULE 13D
First Reserve Fund VII, Limited Partnership, a Delaware
limited partnership ("Fund VII"), First Reserve Fund VIII, L.P., a Delaware
limited partnership ("Fund VIII"), First Reserve GP VII, Limited Partnership, a
Delaware limited partnership ("GP VII"), First Reserve GP VIII, L.P., a Delaware
limited partnership ("GP VIII"), First Reserve Corporation, a Delaware
corporation ("First Reserve"), William E. Macaulay and John A. Hill, pursuant to
Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended,
hereby agree to the joint filing with the other on behalf of each of them of a
statement on Schedule 13D with respect to the Common Stock, par value $0.001 per
share, of Superior Energy Services, Inc. and that this agreement be included as
an exhibit to such joint filing.
Fund VII, Fund VIII, GP VII, GP VIII, First Reserve, Mr.
Macaulay and Mr. Hill separately acknowledge that they are each responsible for
the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning them contained therein.
No party to this Agreement is responsible for the completeness or accuracy of
the information concerning the other parties, unless such party knows or has
reason to believe that such information is inaccurate.
This agreement may be executed in any number of counterparts
all of which taken together shall constitute one and the same instrument.
Dated as of the 22nd day of July, 1999.
First Reserve Fund VII, Limited Partnership,
a Delaware limited partnership
By: First Reserve GP VII, L.P.
its general partner
By: First Reserve Corporation
its general partner
/s/ Thomas R. Denison
------------------------------------
Name: Thomas R. Denison
Title: Managing Director
<PAGE> 18
First Reserve Fund VIII, L.P.,
a Delaware limited partnership
By: First Reserve GP VIII, L.P.
its general partner
By: First Reserve Corporation
its general partner
/s/ Thomas R. Denison
-----------------------------------
Name: Thomas R. Denison
Title: Managing Director
First Reserve GP VII, L.P.,
a Delaware limited partnership
By: First Reserve Corporation
its general partner
/s/ Thomas R. Denison
-----------------------------------
Name: Thomas R. Denison
Title: Managing Director
First Reserve GP VIII, L.P.,
a Delaware limited partnership
By: First Reserve Corporation
its general partner
/s/ Thomas R. Denison
-----------------------------------
Name: Thomas R. Denison
Title: Managing Director
First Reserve Corporation
/s/ Thomas R. Denison
-----------------------------------
Name: Thomas R. Denison
Title: Managing Director
<PAGE> 19
William E. Macaulay
By: /s/ Thomas R. Denison
---------------------
Name: Thomas R. Denison
his attorney-in-fact (power of attorney filed with
Schedule 13D/A #2 for Patina Oil & Gas Corp.
with the Securities and Exchange Commission
on July 7, 1999, File No. 005-47499, and
incorporated by reference herein)
John A. Hill
By: /s/ Thomas R. Denison
---------------------
Name: Thomas R. Denison
his attorney-in-fact (power of attorney filed with
Schedule 13D/A #2 for Patina Oil & Gas Corp.
with the Securities and Exchange Commission
on July 7, 1999, File No. 005-47499, and
incorporated by reference herein)
<PAGE> 20
EXHIBIT D
STOCKHOLDERS' AGREEMENT
Among
SUPERIOR ENERGY SERVICES, INC.
And
FIRST RESERVE FUND VII, LIMITED PARTNERSHIP
FIRST RESERVE FUND VIII, LIMITED PARTNERSHIP
July 15, 1999
<PAGE> 21
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement (this "Agreement") is entered into this
15th day of July, 1999, is by and among Superior Energy Services, Inc., a
Delaware corporation ("Superior"), and First Reserve Fund VII, Limited
Partnership, a Delaware limited partnership, and First Reserve Fund VIII,
Limited Partnership, a Delaware limited partnership (each a "First Reserve Fund"
and, collectively, the "First Reserve Funds").
W I T N E S S E T H
WHEREAS, pursuant to that certain Agreement and Plan of Merger (the
"Merger Agreement") dated as of April 20, 1999 entered into by and among, inter
alia, the First Reserve Funds and Superior, each of the First Reserve Funds
received upon consummation of the Merger contemplated by the Merger Agreement,
shares of Superior Common Stock in exchange for the shares of common stock of
Cardinal Holding Corp. owned by it; and
WHEREAS, the parties hereto desire to set forth certain additional
agreements among them relating to the First Reserve Group's (as defined below)
acquisition and ownership of Superior Securities.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
ARTICLE 1
Defined Terms
Section 1.1 Defined Terms. The following capitalized terms when used in
this Agreement shall have the following meanings:
"Affiliate" shall have the respective meanings assigned thereto in Rule
405 as presently promulgated under the Securities Act.
"beneficial ownership" and "group" shall have the respective meanings
assigned thereto in Rules 13d-3 and 13d-5 as presently promulgated under the
Exchange Act.
"Board" means the Board of Directors of Superior.
"Common Stock" means the common stock, $.001 par value per share, of
Superior.
"Director" means any member of the Board.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"First Reserve Group" means, collectively, the First Reserve Funds and
their respective Affiliates; provided, however, that a Person shall not be
deemed a member of the First Reserve Group if the only reason that such Person
would be deemed an Affiliate of the First Reserve Funds is because it is (a) a
limited partner of either or both of the First Reserve Funds, (b) an operating
company in which either or both of the First Reserve Funds (and/or any other
fund or funds similar to the First Reserve
<PAGE> 22
Funds that is controlled by, controlling or under common control with the First
Reserve Funds) have an investment, but in which the First Reserve Funds and such
other funds do not, in the aggregate (i) have at least a majority of the voting
power (defined in a manner consistent with the definition of Voting Power set
forth herein with respect to Superior) of the securities of such operating
company, or (ii) the contractual right to designate at least a majority of the
members of the board of directors (or similar governing body) of such operating
company, or (c) an Affiliate of an operating company described in clause (b) who
is not otherwise an Affiliate of the First Reserve Group.
"Fund Directors" shall have the meaning assigned to it in Section
2.1(b) hereof.
"Independent Director" means, at any time, any Director who both (a)
would qualify as an "independent director" within the meaning given to such term
under the rules of the principal securities exchange or market on which the
Common Stock is then listed or admitted for trading and (b) is not an Affiliate
of either Superior or the First Reserve Funds (other than solely as the result
of being a director of Superior).
"Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or other entity of whatever nature.
"Registration Rights Agreement" means that certain Registration Rights
Agreement dated the date hereof among Superior and the First Reserve Funds, as
amended, modified or supplemented from time to time.
"Securities Act" means the Securities Act of 1933, as amended.
"Superior Securities" means, collectively, the Common Stock and any
class or series of Superior's preferred stock, and any other securities,
warrants or options or rights of any nature (whether or not issued by Superior)
that are convertible into, exchangeable for, or exercisable for the purchase of,
or otherwise give the holder thereof any rights in respect of common stock, or
any class or series of Superior preferred stock that is entitled to vote
generally for the election of directors or otherwise.
"Termination Date" means July 15, 2009.
"Voting Power" means, at, any measurement date, the total number of
votes that could have been cast in an election of directors of Superior had a
meeting of the stockholders of Superior been duly held based upon a record date
as of the measurement date if all Superior Securities then outstanding and
entitled to vote at such meeting were present and voted to the fullest extent
possible at such meeting.
Section 1.2 Other Definitional Provisions. The words "hereof" "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and section references are to this Agreement unless otherwise
specified. The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
<PAGE> 23
ARTICLE 2
Board of Directors; Voting
Section 2.1 Election of Directors. Each of the First Reserve Funds
hereby agrees that it shall vote all of the Superior Securities over which it
has voting control and shall take, and cause all other members of the First
Reserve Group to take, all other necessary or desirable actions within its
control (whether in its capacity as a stockholder or otherwise) in order to
cause the following:
(a) The Board shall at all times consist of six Directors.
(b) The election to the Board of: (i) two designees of the First
Reserve Funds (the designees of the First Reserve Funds are
collectively referred to as the "Fund Directors"); (ii) two
designees of the First Reserve Funds who are Independent
Directors and acceptable to the Board as evidenced by a
majority vote of the Board; (iii) Superior's Chief Executive
Officer; and (iv) subject to the provisions of Section 2.1(c),
such number of Independent Directors as may be designated from
time to time by a majority vote of the Board in order to
complete the Board and fill any vacancies as contemplated by
this Section 2.1(b); provided, however, that if at any time
(A) the First Reserve Funds cease to beneficially own, in the
aggregate, at least 15% of the Voting Power, the First Reserve
Funds shall cease to have the right to designate any
Independent Directors pursuant to Section 2.1(b)(ii) and (B)
the First Reserve Funds cease to beneficially own, in the
aggregate, at least 5% of the Voting Power, unless the Board
otherwise consents, all of the Fund Directors shall
immediately resign.
(c) The reelection to the Board at the first annual meeting of the
stockholders that is held after the date of this Agreement of
one incumbent Director to be designated by Superior's Chief
Executive Officer, which Director will serve in lieu of one of
the Independent Directors to be elected pursuant to Section
2.1(b)(iv) until the termination of such Director's term at
the second annual meeting of Superior's stockholders.
(d) In the event that any Director designated pursuant to Section
2.1(b) for any reason ceases to serve as a member of the Board
during his term of office, the Person or Persons who
previously designated such Director pursuant to Section 2.1(b)
shall be entitled to designate a successor Director to fill
the vacancy created thereby on the terms and subject to the
conditions of this Section 2.1. If and to the extent that the
remaining members of the Board are entitled to fill vacancies
on the Board, upon the occurrence of any vacancy, the Board
will promptly take any actions necessary to fill such
vacancies in accordance with the foregoing provision.
(e) The First Reserve Funds shall cause their designees on the
Board to take all necessary or appropriate action to assist in
the nomination for election as Directors of such other
nominees as may be selected in accordance with Section 2.1(b),
and the First Reserve Funds shall vote, and cause all Superior
Securities beneficially owned by any member of the First
Reserve Group to be voted, for the election of such other
nominees as well as for the election of all nominees of the
First Reserve Group designated by them pursuant to Section
2.1(b).
<PAGE> 24
Section 2.2 Superior Actions. Superior hereby agrees to take all
necessary or appropriate action to assist in the nomination for election as
Directors the person or persons designated pursuant to the provisions of Section
2.1. Superior hereby agrees not to take any action inconsistent with the
provisions of Section 2.1. Superior shall vote all management proxies in favor
of such nominees, except for such proxies that specifically indicate to the
contrary. Superior's Board shall recommend that its stockholders vote in favor
of such nominees, and shall use reasonable best efforts to solicit from its
stockholders proxies voted in favor of such nominees.
ARTICLE 3
Acquisition and Sale of Superior Securities
Section 3.1. Superior Securities. The First Reserve Funds covenant and
agree with Superior that except for the Superior Securities acquired pursuant to
the Merger Agreement, no member of the First Reserve Group shall, directly or
indirectly, acquire any Superior Securities, if the effect of such acquisition,
agreement or other action would be to increase the aggregate beneficial
ownership of Superior Securities by the First Reserve Group (without considering
the Superior Securities acquired by the First Reserve Group pursuant to the
Merger Agreement and any Superior Securities issued pursuant to a stock split,
stock dividend or recapitalization with respect to such Superior Securities) to
10% or more of either the Voting Power or the number of outstanding shares of
any class or series of Superior Securities.
Section 3.2 Distribution of Superior Securities. Each of the First
Reserve Funds covenants that it shall not, and that it shall cause each other
member of the First Reserve Group not to, directly or indirectly, sell, transfer
any beneficial interest in, or beneficial ownership of, pledge, hypothecate or
otherwise dispose of any Superior Securities, except by conversion, exchange or
exercise of such Superior Securities pursuant to their terms in a manner not
otherwise in violation of Section 3.1 or pursuant to:
(a) a bona fide pledge of or the granting of a security
interest or any other lien or encumbrance in such Superior Securities to a
lender that is not a member of the First Reserve Group to secure a bona fide
loan for money borrowed made to one or more members of the First Reserve Group,
the foreclosure of such pledge or security interest or any other lien or
encumbrance that may be placed involuntarily upon any Superior Securities, or
the subsequent sale or other disposition of such Superior Securities by such
lender or its agent;
(b) a transfer, assignment, sale or disposition of such
Superior Securities to another member of the First Reserve Group that has signed
this Agreement;
(c) a distribution of Superior Securities to any partner of a
First Reserve Fund; provided that any distributee that is a member of the First
Reserve Group has signed this Agreement; and provided, further that any
arrangements coordinated or initiated by or on behalf of a First Reserve Fund to
assist its limited partners in the sale of Superior Securities distributed to
them must comply with the provisions of this Section 3.2;
(d) sales in public offerings registered under the Securities
Act;
(e) sales effected in compliance with the provisions of Rule
144 under the Securities Act;
<PAGE> 25
(f) other privately negotiated sales of Superior Securities;
(g) upon consummation of or otherwise in connection with a
business combination or similar transaction involving Superior that is approved
by the Board; or
(h) sales provided for in Section 3.6.
Notwithstanding anything to the contrary in this Section 3.2, in effecting any
sale, transfer of any beneficial interest in or other disposition of Superior
Securities pursuant to Sections 3.2 (c) and (f), above, the members of the First
Reserve Group selling, transferring or disposing such Superior Securities shall,
unless the Board consents otherwise, use their reasonable best efforts to
refrain from knowingly selling, transferring or disposing of such number of
Superior Securities as represent either the right to acquire or ownership of 5%
or more of the Voting Power to any one Person or group of Persons.
Section 3.3. Proxy Solicitations. As a stockholder, the First Reserve
Group shall vote or cause to be voted all Superior Securities of which any
member of the First Reserve Group is the beneficial owner with respect to each
matter submitted to Superior's stockholders providing for, involving, expected
to facilitate or that could reasonably be expected to result in a business
combination or other change in control of Superior that has not been approved by
the Board (including without limitation the election or removal of one or more
Superior directors or one or more nominees for director proposed by the Board),
in the manner recommended by the Board.
Section 3.4. Groups. Each of the First Reserve Funds covenants that it
shall not, and that no other member of the First Reserve Group shall, join a
partnership, limited partnership, syndicate or other group, or otherwise act in
concert with any other Person, for the purpose of acquiring, holding, voting or
disposing of any Superior Securities, other than the First Reserve Group itself.
Section 3.5. Takeover Offers. Each of the First Reserve Funds covenants
that it shall not, and that no other member of the First Reserve Group shall,
directly or indirectly advise, assist, act as a financing source for or
otherwise invest in any other Person in connection with a transaction or group
of transactions that would result in a change of control of Superior (as such
term is defined in Superior's 1999 Stock Incentive Plan), publicly disclose any
intention, plan or arrangement inconsistent with the foregoing, or initiate,
induce or attempt to induce any other Person to initiate any proposal that can
reasonably be expected to result in a change of control of Superior. Subject to
compliance with this Section 3.5, on and after the eleventh business day after
commencement of a tender or exchange offer made by a Person who is not a member
of the First Reserve Group for outstanding Superior Securities (a "Qualifying
Offer"), any member of the First Reserve Group may tender or exchange any
Superior Securities beneficially owned by it pursuant to such Qualifying Offer,
provided the Qualifying Offer shall have been approved, or not opposed, by the
Board. If a Qualifying Offer is opposed by the Board, then, from and after the
eleventh business day after commencement of such Qualifying Offer, any member of
the First Reserve Group may tender or exchange shares of Superior Securities
pursuant to such Qualifying Offer only if (i) no tender or exchange of, or
indication of an intention to tender or exchange, Superior Securities is made by
any member of the First Reserve Group earlier than 24 hours prior to the
expiration of any time after which Superior Securities tendered may be treated
less favorably than other Superior Securities tendered or exchanged prior
thereto, and (ii) a binding agreement is reached with the bidder or offeror
prior to any tender or exchange specifying that only such number of Superior
Securities submitted for tender or exchange shall be accepted by the bidder or
offeror as are
<PAGE> 26
equal to (A) the percentage of such Superior Securities not beneficially owned
by the First Reserve Group that have been tendered or exchanged, multiplied by
(B) the total number of such Superior Securities beneficially owned by the
member of the First Reserve Group. Notwithstanding the foregoing, the provisions
of this Section 3.5 shall terminate upon the earlier of the fifth anniversary of
this Agreement or such time as the First Reserve Group beneficially owns less
than 15% of the Voting Power.
Section 3.6. Limitation on Covenants. Notwithstanding any provision to
the contrary in this Agreement, during any period that any person designated by
the First Reserve Funds to serve as a Director in accordance with the provisions
of Section 2.1(b) is not serving as a Director as a result of the failure of
Superior or the Board to comply with the terms of this Agreement, or if any such
designee is not elected by the stockholders (and Section 2.1(b) is complied
with), then the covenants set forth in this Article 3 shall cease to be
effective during such period; provided, however, that if a person designated by
the First Reserve Funds ceases to be a Director by reason of death or
resignation, then the provisions of this Section 3.6 shall not apply if the
Board appoints First Reserve Funds' designated replacement to fill an such
vacancy within 15 business days after Superior receives notice of such
designation. The provisions of this Section 3.6 shall be in addition to any
other remedies that the First Reserve Funds may have in connection with a breach
of the provisions of Article 2 hereof.
ARTICLE 4
Legend And Stop Transfer Order
Section 4.1 Legend and Stop Transfer Order. To assist in effectuating
the provisions of this Agreement, the First Reserve Funds hereby consent: (a) to
the placement, on certificates issued with respect to the shares of Common Stock
issued to them pursuant to the Merger Agreement or otherwise promptly after any
Superior Securities become subject to the provisions of this Agreement, of the
following legend on all certificates representing ownership of Superior
Securities owned of record by any member of the First Reserve Group or by any
Person where a member of the First Reserve Group is the beneficial owner
thereof, until such shares are sold, transferred or disposed in a manner
permitted hereby to a Person who is not then a member of the First Reserve
Group:
The shares represented by this certificate are subject to the
provisions of an Agreement among, inter alia, Superior Energy
Services, Inc. and First Reserve Fund VII, Limited
Partnership, and First Reserve Fund VIII, Limited Partnership,
and may not be voted, sold, transferred, pledged, hypothecated
or otherwise disposed of except in accordance therewith.
Copies of the Agreement are on file at the office of the
Corporate Secretary of Superior Energy Services, Inc.;
and (b) to the entry of stop transfer orders with the transfer agent or agents
of Superior Securities against the transfer of Superior Securities except in
compliance with the requirements of this Agreement, or if Superior acts as its
own transfer agent with respect to any Superior Securities, to the refusal by
Superior to transfer any such securities except in compliance with the
requirements of this Agreement. Superior agrees to remove promptly all legends
and stop transfer orders with respect to the transfer of Superior Securities
being made to a Person who is not then a member of the First Reserve Group in
compliance with the provisions of this Agreement.
<PAGE> 27
ARTICLE 5
Miscellaneous
Section 5.1 Termination. Except as provided in this Section 5.1, the
respective covenants and agreements of the First Reserve Funds and Superior
contained in this Agreement will continue in full force and effect until the
earliest to occur of either of the following: (i) the Termination Date, or (ii)
the sale or other disposition in accordance with this Agreement by the First
Reserve Group of such number of Superior Securities such that, solely as a
result of such sale or other disposition, the First Reserve Group beneficially
owns in the aggregate Superior Securities representing less than 5% of the
Voting Power. Upon any termination of this Agreement pursuant to this Section
5.1 all of the obligations of Superior and the First Reserve Funds hereunder
shall terminate.
Section 5.2 Notices. Any notice or other communication required or
permitted hereunder shall be in writing or by telex, telephone or facsimile
transmission with subsequent written confirmation, and may be personally served
or sent by United States mail and shall be deemed to have been given upon
receipt by the party notified. For purposes hereof, the addresses of the parties
hereto (until notice of a change thereof is delivered as provided in this
Section 5.2) shall be as set forth opposite each party's name on the signature
page hereof.
Section 5.3 Waivers and Amendments; Noncontractual Remedies;
Preservation of Remedies. This Agreement may be amended, superseded, canceled,
renewed or extended, and the terms hereof may be waived, only by a written
instrument signed by Superior and the holders of a majority of the Superior
Securities held by the First Reserve Funds or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising a
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any such right, power or privilege, nor
any single or partial exercise of any such right, power or privilege, preclude a
further exercise thereof or the exercise of any other such right, power or
privilege. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise have at law or
in equity. The rights and remedies of any party based upon, arising out of or
otherwise in respect of any breach of any provision of this Agreement shall in
no way be limited by the fact that the act, omission, occurrence or other state
of facts upon which any claim of any such breach is based may also be the
subject matter of any other provision of this Agreement (or of any other
agreement between the parties) as to which there is no breach.
Section 5.4 Severability. If any provision of this Agreement or the
applicability of any such provision to a person or circumstances shall be
determined by any court of competent jurisdiction to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such
provision to persons or circumstances other than those for which it is so
determined to be invalid and unenforceable, shall not be affected thereby, and
each provision of this Agreement shall be valid and shall be enforced to the
fullest extent permitted by law. To the extent permitted by applicable law each
party hereto hereby waives any provision or provisions of law which would
otherwise render any provision of this Agreement invalid, illegal or
unenforceable in any respect.
Section 5.5 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts and when so executed shall constitute one
Agreement, notwithstanding that all parties are not signatories to the same
counterpart.
<PAGE> 28
Section 5.6 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such state, without giving
effect to the conflict of laws principles of such state.
Section 5.7 Successors and Assigns. Subject to Section 4, this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.
Address: SUPERIOR ENERGY SERVICES, INC.
1105 Peters Road
Harvey, Louisiana 70058 By:
Attn: Terence E. Hall -------------------------------------
Fax: 504-362-1818 Terence E. Hall
President
Address: FIRST RESERVE FUND VII, LIMITED
600 Travis, Suite 6000 PARTNERSHIP
Houston, Texas 77002
Attn: Ben A. Guill By: First Reserve GP VII, L.P., its
Fax: 713-224-0771 General Partner
Attn: Ben A. Guill
By: First Reserve Corporation, its
General Partner
By:
-------------------------------------
Ben A. Guill
President
FIRST RESERVE FUND VIII, LIMITED
PARTNERSHIP
By: First Reserve GP VIII, L.P., its
General Partner
By: First Reserve Corporation, its
General Partner
By:
-------------------------------------
Ben A. Guill
President
<PAGE> 29
EXHIBIT E
REGISTRATION RIGHTS AGREEMENT
Among
SUPERIOR ENERGY SERVICES, INC.
And
FIRST RESERVE FUND
VII, LIMITED PARTNERSHIP
FIRST RESERVE FUND VIII, LIMITED PARTNERSHIP
July 15, 1999
<PAGE> 30
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into
this 15th day of
July, 1999, by and among Superior Energy Services, Inc., a Delaware
corporation ("Superior"), and First Reserve Fund VII, Limited Partnership, a
Delaware limited partnership, and First Reserve Fund VIII, Limited Partnership,
a Delaware limited partnership (each a "First Reserve Fund" and, collectively,
the "First Reserve Funds").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Agreement and Plan of Merger (the
"Merger Agreement") dated April 20, 1999 entered into by and among, inter alia,
Superior, Cardinal Holding Corp. ("Cardinal") and the First Reserve Funds, each
First Reserve Fund received upon consummation of the Merger contemplated by the
Merger Agreement, shares of Superior Common Stock in exchange for the shares of
common stock of Cardinal it holds; and
WHEREAS, the parties hereto desire to set forth certain additional
agreements among them relating to the Registrable Securities owned by the First
Reserve Funds.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
1. Defined Terms. The following capitalized terms when used in this
Agreement shall have the following meanings:
"Cardinal Holders" means the holders of registerable securities in
accordance with the terms of the Cardinal Registration Rights Agreement.
"Cardinal Registration Rights Agreement" means that certain
Registration Rights Agreement, dated as of the date hereof, by and among
Superior and all of Cardinal's stockholders other than the First Reserve Funds.
"Common Stock" means the common stock, $.001 par value per share, of
Superior.
"Demand Registration" means a demand registration as defined in Section
2(a) hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holders" means the holders of the Registrable Securities in accordance
with the terms of this Agreement.
"Person" means an individual, corporation, partnership, limited
liability company, business trust, joint stock company, unincorporated
association, or other entity of whatever nature.
"Piggyback Registration" means a piggyback registration as defined in
Section 2(b) hereof.
<PAGE> 31
"Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to the
prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus.
"Registrable Securities" means (a) all shares of Common Stock issued to
the First Reserve Funds pursuant to the Merger Agreement and (b) any other
securities issued by Superior after the date hereof with respect to such shares
of Common Stock by means of exchange, reclassification, dividend, distribution,
split up, combination, subdivision, recapitalization, merger, spin-off,
reorganization or otherwise; provided, however, that as to any Registrable
Securities, such securities shall cease to constitute Registrable Securities for
the purposes of this Agreement if and when: (i) a Registration Statement with
respect to the sale of such securities shall have been declared effective by the
SEC and such securities shall have been sold pursuant thereto; (ii) such
securities shall have been sold in compliance with of all applicable resale
provisions of Rule 144 under the Securities Act; or (iii) such securities cease
to be issued and outstanding for any reason.
"Registration Statement" means any registration statement filed by
Superior that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included therein,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.
"SEC" means the Securities and Exchange Commission, or any successor
agency thereto.
"Securities Act" means the Securities Act of 1933, as amended.
2. Registration Rights
(a) Demand Registration. (i) At any time after July 15, 2000,
the First Reserve Funds may at any time and from time to time make a written
request for registration under the Securities Act of not less than 20% of the
Registrable Securities owned by them (a "Demand Registration"); provided that
Superior shall not be obligated to effect more than one Demand Registration in
any 12-month period or more than an aggregate of four Demand Registrations
pursuant to this Section 2(a). Such request will specify the number of shares of
Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof. A registration will not count as a Demand
Registration until the Registration Statement filed pursuant to such
registration has been declared effective by the SEC and remains effective for
the period specified in Section 2(e)(i).
(ii) If the First Reserve Funds so elect, the
offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. The First Reserve Funds shall
select the managing underwriters and any additional investment bankers and
managers to be used in connection with the offering; provided that the lead
managing underwriter must be reasonably satisfactory to Superior.
<PAGE> 32
(iii) Neither Superior nor any of its security
holders (other than the holders of
Registrable Securities in such capacity) shall be entitled to include any of
Superior's securities in a Registration Statement initiated as a Demand
Registration under this Section 2(a) without the consent of The First Reserve
Funds.
(b) Piggyback Registration. If Superior proposes to file a
registration statement under the Securities Act with respect to an offering of
Common Stock (i) for Superior's own account (other than a registration statement
on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC for
transactions traditionally registered on Form S-4 or S-8)) or (ii) for the
account of any of its holders of Common Stock (other than pursuant to a Demand
Registration under Section 2(a)), except for the Shelf Registration (as that
term is defined in the Cardinal Registration Rights Agreement, then Superior
shall give written notice of such proposed filing to the First Reserve Funds as
soon as practicable (but in no event later than the earlier to occur of (i) the
tenth day following receipt by Superior of notice of exercise of other Demand
Registration rights and (ii) 30 days before the filing date), and such notice
shall offer the First Reserve Funds the opportunity to register such number of
shares of Registrable Securities as the First Reserve Funds may request within
20 days after receipt by the First Reserve Funds of Superior's notice on the
same terms and conditions as Superior's or such holder's Common Stock (a
"Piggyback Registration"). The First Reserve Funds will be permitted to withdraw
all or any part of their Registrable Securities from a Piggyback Registration at
any time prior to the date the Registration Statement filed pursuant to such
Piggyback Registration becomes effective with the SEC.
(c) Reduction of Offering. Notwithstanding anything contained
herein, if the Piggyback Registration is an underwritten offering and the lead
managing underwriter of such offering delivers a written opinion to Superior
that the size of the offering that Superior, the First Reserve Funds, the
Cardinal Holders and any other Persons whose securities are proposed to be
included in such offering is such that the offering or the offering price would
be materially and adversely affected, Superior will include in such Piggyback
Registration in the following order of priority (i) first, all of the
Registrable Securities requested by the First Reserve Funds and the Cardinal
Holders, on a pro rata basis based on the amount of securities sought to be
registered, and (ii) second, the securities proposed to be registered by any
other Persons; provided, that in no event shall the number of securities
included in a Piggyback Registration for Persons pursuant to Section (c)(ii) be
reduced below the lesser of (i) the number of securities such persons would be
entitled to include in such Piggyback Registration if, in the event of a
reduction of the size of the offering pursuant to this Section 2(c), they were
entitled, notwithstanding the terms of this Section 2(c), to include their
securities in such Piggyback Registration on a pro rata basis with the First
Reserve Funds and the Cardinal Holders based on the amount of securities sought
to be registered and (ii) 20% of the total amount of securities included in such
offering for Persons other than Superior and the Persons, if any, demanding such
registration.
(d) Filings; Information. Whenever the First Reserve Funds
request that any Registrable Securities be registered pursuant to Section 2(a)
hereof, Superior will use its reasonable best efforts to effect the registration
of such Registrable Securities and to permit the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, as
promptly as is practicable, and in connection with any such request:
(i) Superior will as expeditiously as possible, but
in no event later than 30 days after receipt of a request to
file a registration statement with respect to such Registrable
Securities, prepare and file with the SEC a Registration
Statement on any
<PAGE> 33
form for which Superior then qualifies and which counsel for
Superior shall deem appropriate and available for the sale of
the Registrable Securities to be registered thereunder in
accordance with the intended method of distribution thereof
and which is reasonably satisfactory to the First Reserve
Funds, and use its reasonable best efforts to cause such
Registration Statement to become and remain effective for a
period of not less than 90 days (or such shorter period which
will terminate when all Registrable Securities covered by such
Registration Statement have been sold); provided that if at
the time Superior receives a request to file a registration
statement with respect to Registrable Securities, Superior is
engaged in confidential negotiations or other confidential
business activities, disclosure of which would be required in
such registration statement (but would not be required if such
registration statement were not filed) and the board of
directors of Superior determines in good faith that such
disclosure would be materially detrimental to Superior and its
stockholders, Superior shall have a period of not more than
120 days (less the number of days during the previous 12
months that the use of a Prospectus was suspended pursuant to
Section 2(d)(vi) and/or this Section 2(d)(i)) within which to
file such registration statement measured from the date of
Superior's receipt of the First Reserve Funds's request for
registration in accordance with Section 2(a) hereof. The
filing of a registration statement may only be deferred once
for any potential transaction or event or related transactions
or events that could arise as a result of negotiations or
other activities and any registration statement whose filing
has been deferred as a result shall be filed forthwith if the
negotiations or other activities are disclosed or terminated.
In order to defer the filing of a registration statement
pursuant to this Section 2(d)(i), Superior shall promptly,
upon determining to seek such deferral, deliver to the First
Reserve Funds a certificate signed by the President or Chief
Financial Officer of Superior stating that Superior is
deferring such filing pursuant to this Section 2(d)(i).
(ii) Superior will prepare and file with the SEC such
amendments and supplements to such Registration Statement and
the Prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective for
the period set forth in Section 2(d)(i) and comply with the
provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration
Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in
such Registration Statement.
(iii) Superior will, if requested, prior to filing a
Registration Statement or any amendment or supplement thereto,
furnish to the First Reserve Funds and each applicable
managing underwriter, if any, copies thereof, and thereafter
furnish to the First Reserve Funds and each such underwriter,
if any, such number of copies of such Registration Statement,
amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference
therein) and the Prospectus included in such Registration
Statement (including each preliminary Prospectus) as the First
Reserve Funds or each such underwriter may reasonably request
in order to facilitate the sale of the Registrable Securities.
(iv) After the filing of the Registration Statement,
Superior will promptly notify the First Reserve Funds of any
stop order issued or, to Superior's knowledge,
<PAGE> 34
threatened to be issued by the SEC and take all reasonable
actions required to prevent the entry of such stop order or to
remove it as soon as possible if entered.
(v) Superior will use its reasonable best efforts to
qualify the Registrable Securities for offer and sale under
such other securities or blue sky laws of such jurisdictions
in the United States as the First Reserve Funds reasonably
request; provided that Superior will not be required to (A)
qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this
subparagraph 2(d)(v), (B) subject itself to taxation in any
such jurisdiction or (C) consent to general service of process
in any such jurisdiction.
(vi) Superior will as promptly as is practicable
notify the First Reserve Funds, at any time when a Prospectus
is required by law to be delivered in connection with sales by
an underwriter or dealer, of the occurrence of any event
requiring the preparation of a supplement or amendment to such
Prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such Prospectus will not
contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and
promptly make available to the First Reserve Funds and to the
underwriters any such supplement or amendment. The First
Reserve Funds agree that, upon receipt of any notice from
Superior of the occurrence of any event of the kind described
in the preceding sentence, the First Reserve Funds will
forthwith discontinue the offer and sale of Registrable
Securities pursuant to the Registration Statement covering
such Registrable Securities until receipt by the First Reserve
Funds and the underwriters of the copies of such supplemented
or amended Prospectus and, if so directed by Superior, the
First Reserve Funds will deliver to Superior all copies, other
than permanent file copies, then in the First Reserve Funds'
possession of the most recent Prospectus covering such
Registrable Securities at the time of receipt of such notice.
In the event Superior shall give such notice, Superior shall
extend the period during which such Registration Statement
shall be maintained effective as provided in Section 2(e)(i)
by the number of days during the period from and including the
date of the giving of such notice to the date when Superior
shall make available to the First Reserve Funds such
supplemented or amended Prospectus.
(vii) Superior will enter into customary agreements
(including an underwriting agreement in customary form) and
take such other actions as are reasonably required in order to
expedite or facilitate the sale of such Registrable
Securities.
(viii) Superior will furnish to the First Reserve
Funds and to each underwriter a signed counterpart, addressed
to the First Reserve Funds or such underwriter, of an opinion
or opinions of counsel to Superior and a comfort letter or
comfort letters from Superior's independent public
accountants, each in customary form and covering such matters
of the type customarily covered by opinions or comfort
letters, as the case may be, as the First Reserve Funds or the
managing underwriter reasonably requests.
<PAGE> 35
(ix) Superior will make generally available to its
security holders, as soon as reasonably practicable, an
earnings statement covering a period of 12 months, beginning
within three months after the effective date of the
Registration Statement, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and the
rules and regulations of the SEC thereunder.
(x) Superior will use its reasonable best efforts to
cause all such Registrable Securities to be listed on each
securities exchange or market on which the Common Stock is
then listed.
Superior may require the First Reserve Funds to furnish
promptly in writing to Superior such information regarding the First Reserve
Funds, the plan of distribution of the Registrable Securities and other
information as Superior may from time to time reasonably request or as may be
legally required in connection with such registration.
(e) Registration Expenses. In connection with any Demand
Registration or any Piggyback Registration, Superior shall pay the following
expenses incurred in connection with such registration: (i) filing fees with the
SEC; (ii) fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing expenses; (iv)
fees and expenses incurred in connection with the listing of the Registrable
Securities; (v) fees and expenses of counsel and independent certified public
accountants for Superior and (vi) the reasonable fees and expenses of any
additional experts retained by Superior in connection with such registration. In
connection with the preparation and filing of a Registration Statement pursuant
to Section 2(a), Superior will also pay the reasonable fees and expenses of a
single legal counsel chosen by the First Reserve Funds. The First Reserve Funds
shall pay any underwriting fees, discounts or commissions attributable to the
sale of Registrable Securities and any other expenses of the First Reserve
Funds.
(f) Participation in Underwritten Registrations. No Person may
participate in any underwritten registered offering contemplated hereunder
unless such Person (a) agrees to sell its securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and this
Agreement.
(g) Holdback Agreements. The First Reserve Funds agree not to
effect any public sale (including a sale pursuant to Rule 144 of the Securities
Act) of any Registrable Securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the 14 days prior to,
and during the 120-day period beginning on, the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration in
which the First Reserve Funds participate, other than the Registrable Securities
to be sold pursuant to such registration statement.
3. Indemnification
(a) Indemnification by Superior. Superior agrees to indemnify
and hold harmless the First Reserve Funds, its general partner and their
officers and directors, and each Person, if any, who
<PAGE> 36
controls the First Reserve Funds within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages, liabilities and expenses arising out or based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or prospectus relating to the Registrable Securities or
any preliminary Prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities and expenses are caused by any untrue
statement or omission or alleged untrue statement or omission based upon
information relating to the First Reserve Funds or the plan of distribution
furnished in writing to Superior by or on behalf of the First Reserve Funds
expressly for use therein; provided that the foregoing indemnity with respect to
any preliminary Prospectus shall not inure to the benefit of the First Reserve
Funds if a copy of the most current Prospectus at the time of the delivery of
the Registrable Securities was not provided to the purchaser, Superior had
previously furnished the First Reserve Funds with a sufficient number of copies
of the current Prospectus and such current Prospectus would have cured the
defect giving rise to such loss, claim, damage or liability. Superior also
agrees to indemnify any underwriters of the Registrable Securities, their
officers and directors and each Person who controls such underwriters on
substantially the same basis as that of the indemnification of the First Reserve
Funds provided in this Section 3(a).
(b) Indemnification by The First Reserve Funds. The First
Reserve Funds agree to indemnify and hold harmless Superior, its officers and
directors, and each Person, if any, who controls Superior within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act to the
same extent as the foregoing indemnity from Superior to the First Reserve Funds,
but only with reference to information relating to the First Reserve Funds or
the plan of distribution furnished in writing by or on behalf of the First
Reserve Funds expressly for use in any Registration Statement or Prospectus, or
any amendment or supplement thereto, or any preliminary Prospectus. The First
Reserve Funds also agree to indemnify and hold harmless any underwriters of the
Registrable Securities, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of Superior provided in this Section 3(b).
(c) Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
Section 3(a) or Section 3(b), such Person (the "Indemnified Party") shall
promptly notify the Person against whom such indemnity may be sought (the
"Indemnifying Party") in writing and the Indemnifying Party shall have the right
to assume the defense of such proceeding and retain counsel reasonably
satisfactory to such Indemnified Party to represent such Indemnified Party and
any others the Indemnifying Party may designate in such proceeding and shall pay
the fees and disbursements of such counsel related to such proceeding. In any
such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnified Party and the Indemnifying Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
of attorneys (in addition to any local counsel) at any time for all such
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Indemnified
Parties, such firm shall be designated in writing by the Indemnified
<PAGE> 37
Parties. The Indemnifying Party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment.
(d) Contribution. If the indemnification provided for in this
Agreement is unavailable to an Indemnified Party in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of Superior and, the First Reserve
Funds and the underwriters in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities. The relative fault of
Superior and, the First Reserve Funds and the underwriters shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by such party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
Superior and the First Reserve Funds agree that it would not
be just and equitable if contribution pursuant to this Section 3(d) were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages or liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
4. Rule 144. Superior covenants that it will file any reports required
to be filed by it under the Securities Act and the Exchange Act and that it will
take such further action as the First Reserve Funds may reasonably request to
the extent required from time to time to enable the First Reserve Funds to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC. Upon the request of the First Reserve Funds,
Superior will deliver to the First Reserve Funds a written statement as to
whether it has complied with such reporting requirements.
5. Miscellaneous.
(a) Notices. Any notice or other communication required or
permitted hereunder shall be in writing or by telex, telephone or facsimile
transmission with subsequent written confirmation, and may be personally served
or sent by United States mail and shall be deemed to have been given upon
receipt by the party notified. For purposes hereof, the addresses of the parties
hereto (until notice of a change thereof is delivered as provided in this
Section 5) shall be as set forth opposite each party's name on the signature
page hereof.
<PAGE> 38
(b) Termination. This Agreement will terminate upon the
earlier of (i) the date upon which the Company and the First Reserve Funds
mutually agree in writing to terminate this Agreement and (ii) the first date on
which there ceases to be any Registrable Securities.
(c) Transfer of Registration Rights. The rights of Holders
hereunder may be assigned by Holders to a transferee or assignee of any
Registrable Securities provided that Superior is given written notice at the
time of or within a reasonable time after said transfer, stating the name and
address of such transferee or assignee and identifying the securities with
respect to which such registration rights are being assigned; and provided
further that the registration rights granted by Superior in Section 2 may only
be transferred to, and the definition of "Holders" shall only include,
transferees who meet either of the following criteria: such transferee is (i) a
holder of 100,000 or more shares of the Registrable Securities before giving
effect to the transfer, (ii) any partner of the First Reserve Funds, or (iii) a
bank, trust company or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other
similar financial institution or entity, regardless of legal form. To the extent
the rights under Section 2(a) of this Agreement are assigned to multiple
Holders, all rights hereunder that may be exercised by the First Reserve Funds
may only be exercised by one or more Holders holding 50% or more of the
Registrable Securities in the aggregate.
(d) Waivers and Amendments; Noncontractual Remedies;
Preservation of Remedies. This Agreement may be amended, superseded, canceled,
renewed or extended, and the terms hereof may be waived, only by a written
instrument signed by Superior and the Holders of a majority of the Registrable
Securities or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising a right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any such right, power or privilege, nor any single or partial
exercise of any such right, power or privilege, preclude a further exercise
thereof or the exercise of any other such right, power or privilege. The rights
and remedies herein provided are cumulative and are not exclusive of any rights
or remedies that any party may otherwise have at law or in equity. The rights
and remedies of any party based upon, arising out of or otherwise in respect of
any breach of any provision of this Agreement shall in no way be limited by the
fact that the act, omission, occurrence or other state of facts upon which any
claim of any such breach is based may also be the subject matter of any other
provision of this Agreement (or of any other Agreement between the parties) as
to which there is no breach.
(e) Severability. If any provision of this Agreement or the
applicability of any such provision to a person or circumstances shall be
determined by any court of competent jurisdiction to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such
provision to Persons or circumstances other than those for which it is so
determined to be invalid and unenforceable, shall not be affected thereby, and
each provision of this Agreement shall be valid and shall be enforced to the
fullest extent permitted by law. To the extent permitted by applicable law each
party hereto hereby waives any provision or provisions of law which would
otherwise render any provision of this Agreement invalid, illegal or
unenforceable in any respect.
(f) Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts and when so executed shall constitute
one Agreement, notwithstanding that all parties are not signatories to the same
counterpart.
<PAGE> 39
(g) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such state.
(h) Successors and Assigns. Subject to Section 5(c), this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and assigns of the parties hereto.
(i) Other Registration Rights Agreements. Without the prior
written consent of the First Reserve Funds, Superior will neither enter into any
new registration rights agreements that conflict with the terms of this
Agreement nor permit the exercise of any other registration rights in a manner
that conflicts with the terms of the registration rights granted hereunder.
IN WITNESS WHEREOF, this Agreement has been executed as of the date the
First above written.
Addresses: SUPERIOR ENERGY SERVICES, INC.
1105 Peters Road
Harvey, Louisiana 70058 By:
Attn: Terence E. Hall -------------------------------------
Fax: 504-362-1818 Terence E. Hall
President
FIRST RESERVE FUND VII, LIMITED
600 Travis - Suite 6000 PARTNERSHIP
Houston, Texas 77002
Attn: Ben A. Guill By: First Reserve GP VII, L.P., its
Fax: 713-224-0771 General Partner
By: First Reserve Corporation, its
General Partner
By:
---------------------------------
Ben A. Guill
President
FIRST RESERVE FUND VIII, LIMITED
PARTNERSHIP
By: First Reserve GP VIII, L.P., its
General Partner
By: First Reserve Corporation, its
General Partner
By:
---------------------------------
Ben A. Guill
President
<PAGE> 40
EXHIBIT F
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement"), dated July ___,
1999, by and among CARDINAL HOLDING CORP., a Delaware corporation ("Cardinal"),
FIRST RESERVE FUND VII, LIMITED PARTNERSHIP, a Delaware limited partnership
("First Reserve VII"), FIRST RESERVE FUND VIII, L.P. a Delaware limited
partnership (together with First Reserve VII, the "First Reserve Funds," and
together with Cardinal and First Reserve VII, the "Cardinal Parties"), and
GARDERE WYNNE SEWELL & RIGGS, L.L.P, a Texas limited liability partnership (the
"Escrow Agent");
W I T N E S S E T H:
WHEREAS, the Board of Directors of Cardinal has approved the merger of
Superior Cardinal Acquisition Company, Inc., a Delaware corporation ("Sub"),
with and into Cardinal in accordance with the terms and conditions of that
certain Agreement and Plan of Merger dated April 20, 1999, and as amended by
that certain Amendment No. 1 to the Agreement and Plan of Merger (the
"Agreement"), by and between Sub, Superior Energy Services, Inc., a Delaware
corporation that owns all the outstanding capital stock of Sub, the Corporation
and the First Reserve Funds, with the Cardinal as the surviving corporation (the
"Merger")
WHEREAS, Cardinal will be issuing $50,000,000 in common stock (the "New
Cardinal Stock") to certain Cardinal shareholders (each a "Purchasing
Shareholder") pursuant to the terms of a subscription agreement by and between
Cardinal and each of the Purchasing Shareholders (collectively, the
"Subscription Agreements"), the issuance of which will be contingent upon the
closing of the Merger and will take place immediately prior to such closing;
WHEREAS, pursuant to the terms of the Subscription Agreements, each of
the Purchasing
Shareholders will deposit payment (the "Funds") for the New Cardinal
Stock into an account maintained by the Escrow Agent; and
WHEREAS, pursuant to the terms of the Subscription Agreement, the
Escrow Agent will release the Funds upon receiving notice from Cardinal that all
conditions under the Escrow Agreement have been satisfied;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for additional consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Receipt and Release of Funds. The Escrow Agent shall receive the
Funds when tendered by the Purchasing Shareholders and shall release the Funds
immediately upon receiving any notice from Cardinal that all conditions to the
release of such Funds contained in the Subscription Agreement have been
satisfied.
<PAGE> 41
2. Responsibilities of Escrow Agent. The acceptance by the Escrow Agent
of its duties under this Agreement is subject to the following terms and
conditions, which the parties to this Agreement hereby agree shall govern and
control with respect to the Escrow Agent's rights, duties, liabilities and
immunities.
(a) The Escrow Agent shall act hereunder as depositary only,
and it shall not be responsible or liable in any manner whatever for the
computations to be made pursuant hereto, nor for the sufficiency, correctness,
genuineness or validity of any security deposited with it.
(b) In the event the Merger has not closed within 45 days of
the Funding Date, as such term is defined in each Subscription Agreement, the
Escrow Agent shall request from each Purchasing Shareholder written wire
transfer instructions and shall return the Funds to the Purchasing Shareholders
pursuant to such instructions. In such event, this Agreement shall terminate
when the Escrow Agent has release all Funds for return to the Purchasing
Shareholders and the Escrow Agent shall have no further liabilities or
obligations whatsoever.
(c) The Escrow Agent shall not be liable for any error of
judgment, or for any act done or steps taken or omitted by it in good faith, or
for any mistake of fact or law, or for anything that it may do or refrain from
doing in connection herewith, except its own gross negligence or willful
misconduct.
(d) The Escrow Agent may consult with, and obtain advice from,
legal counsel in the event of any question as to any of the provisions hereof or
its duties hereunder, or performance thereof, and it shall incur no liability
(including any liability relating to the appointment of a successor Escrow Agent
or arbitration proceeding) and shall be fully protected (including
indemnification from any party hereto to the extent reasonably requested by the
Escrow Agent) in acting or refusing to act in good faith in accordance with the
opinion and instructions of such counsel.
(e) The Escrow Agent shall have no duties except those which
are expressly set forth herein, and it shall not be bound by any notice of a
claim, or demand with respect thereto, or any waiver, modification, amendment,
termination or rescission of this Agreement, unless received by it in writing,
and, if its duties herein are affected, unless it shall have given its prior
written consent thereto.
(f) Cardinal hereby appoints the Escrow Agent as its
attorney-in-fact for the purposes of causing effective transfers of the Funds.
(g) The Escrow Agent may resign hereunder (i) (a) at any time
with the consent of all parties hereto and the appointment of a substitute
Escrow Agent by Cardinal, or (b) upon sixty (60) days' written notice to the
parties hereto and the appointment of a substitute Escrow Agent by Cardinal; and
(ii) upon the written acceptance by the substitute Escrow Agent of such
appointment.
(h) Should any controversy arise between or among any Cardinal
Party, any Purchasing Shareholder and the Escrow Agent with respect to (i) this
Agreement or (ii) any rights to the payment, application or delivery of the
Funds or any part thereof, and a substitute Escrow Agent is not appointed
pursuant to clause (f) above within sixty (60) days of written notice of
resignation from the Escrow Agent to the parties hereto, the Escrow Agent shall
have the right to institute a Bill of Interpleader or any other appropriate
judicial proceeding in any court of competent jurisdiction to determine the
rights of the parties; provided, however, with respect to disputes between
Cardinal and any
<PAGE> 42
Purchasing Shareholder, the foregoing shall not be deemed to supercede, and
shall be subject to, the dispute resolution procedures set forth in each
respective Subscription Agreement. Should a Bill of Interpleader or other
judicial proceeding be instituted, or should the Escrow Agent become involved in
litigation in any manner whatsoever on account of this Agreement, the
nonprevailing party or parties, their heirs, personal representatives,
successors and assigns shall pay the Escrow Agent its reasonable attorneys' fees
and any other disbursements, expenses, losses, costs or damages in connection
with or resulting from such litigation.
(i) The Cardinal Parties shall jointly and severally indemnify
and hold the Escrow Agent harmless from all losses, costs, damages, expenses and
reasonable attorneys' fees that are incurred by the Escrow Agent arising from
acts or omissions of the Escrow Agent in performance of or pursuant to this
Agreement; provided, however, that the Escrow Agent shall not be entitled to
indemnification for gross negligence or willful misconduct.
(j) Each Cardinal Party acknowledges and agrees that any
agreement, waiver, consent, approval or action taken by the Cardinal Parties
under this Agreement or in connection with the transactions contemplated by this
Agreement shall be binding upon all of the Cardinal Parties, and Escrow Agent
shall be entitled to rely on any agreement, waiver, consent, approval or other
action taken by Cardinal as if such agreement, waiver, consent or other action
had been taken by all the Cardinal Parties.
3. Amendment and Termination. In addition to the provisions of Section
2(b), this Agreement may be amended or cancelled by and upon written notice to
the Escrow Agent at any time given by each Cardinal Party, but the duties or
responsibilities of the Escrow Agent may not be increased without its prior
written consent.
4. Notices.
(a) All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered by hand or mailed by
certified mail, return receipt requested, first class postage prepaid, or sent
by Federal Express or similarly recognized overnight delivery service with
receipt acknowledged, addressed as follows:
If to Cardinal, addressed to:
Cardinal Holding Corp.
600 Travis, Suite 6000
Houston, Texas 77002
Attention: Ben Guill
If to the First Reserve Funds, addressed to:
First Reserve Fund VII, Limited Partnership
600 Travis, Suite 6000
Houston, Texas 77002
Attention: Ben Guill
and to:
First Reserve Fund VIII, Limited Partnership
600 Travis, Suite 6000
Houston, Texas 77002
Attention: Ben Guill
<PAGE> 43
If to the Escrow Agent, addressed to:
Gardere Wynne Sewell & Riggs, L.L.P.
1000 Louisiana, Suite 3400
Houston, Texas 77002
Attention: Frank Putman
(b) If delivered personally, the date on which a notice,
request, instruction or document is delivered shall be the date on which such
delivery is made and, if delivered by mail or by overnight delivery service, the
date on which such notice, request, instruction or document is received shall be
the date of delivery. In the event any such notice, request, instruction or
document is mailed or shipped by overnight delivery service to a party in
accordance with this Section 10 and is returned to the sender as nondeliverable,
then such notice, request, instruction or document shall be deemed to have been
delivered or received on the fifth day following the deposit of such notice,
request, instruction or document in the United States mails or the delivery to
the overnight delivery service.
(c) Any party hereto may change its address specified for
notices herein by designating a new address by notice in accordance with this
Section 4.
5. Parties in Interest. This Agreement and the rights of the parties
hereunder may not be assigned (except by operation of law) and shall be binding
upon and inure to the benefit of the parties hereto and their successors, heirs
or personal representatives.
6. Miscellaneous. THIS AGREEMENT (I) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, and (ii) may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Section
headings hereof are included solely for convenience of reference and are not to
be considered part of this Agreement.
[INTENTIONALLY BLANK]
<PAGE> 44
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed as of the date first above written.
"CARDINAL":
CARDINAL HOLDING CORP.
By:
Name:
Title:
"FIRST RESERVE FUNDS"
FIRST RESERVE FUND VII, LIMITED PARTNERSHIP
By:
Name:
Title:
FIRST RESERVE FUND VIII, L.P.
By:
Name:
Title:
"ESCROW AGENT"
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
By:
Name:
Title:
