UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2006
COMPLETE PRODUCTION SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32058
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72-1503959 |
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 11700 Old Katy Road, Suite 300 |
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| Houston, Texas
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77079 |
(Address of principal executive
offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 372-2300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 2.01 below is incorporated into this Item 1.01 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 8, 2006, Complete Production Services, Inc. (the “Company”) acquired all of the
outstanding capital stock of Pumpco Services, Inc. (“Pumpco”) pursuant to the terms of a Stock
Purchase Agreement, dated as of November 8, 2006 (the “Purchase Agreement”). Pumpco is a provider
of pressure pumping services in the Barnett Shale play of north Texas and owns and operates a fleet
of pressure pumping units. Consideration for the acquisition included approximately $157.5 million
in cash and 1,010,566 shares of the Company’s common stock (the “Stock Consideration”). In
addition, Pumpco had debt outstanding of approximately $30.3 million at the time of the
acquisition.
The Company and the Pumpco stockholders receiving the Stock Consideration have entered into a
Registration Rights Agreement (the “Registration Rights Agreement”) requiring the Company, subject
to certain conditions, to file a registration statement covering the resale of the shares
comprising the Stock Consideration if so requested by the Sellers.
Prior to the acquisition, SCF-VI, L.P. (“SCF-VI”) was the majority stockholder of Pumpco.
SCF-VI is an affiliate of SCF-IV, L.P. (“SCF-IV”), which holds approximately 35% of the outstanding
shares of common stock of the Company. Andy Waite and David Baldwin are Directors of the Company
and are officers of the ultimate general partner of SCF-VI. In addition, John Schmitz, a key
employee of the Company, was a stockholder of Pumpco prior to the acquisition.
The Board of Directors of the Company established a Special Committee of directors, each
independent of SCF-IV or any of its affiliates, to review and approve the terms of the transaction.
The nature and amount of the consideration paid was determined by negotiations between the
stockholders of Pumpco and the Company’s management under the direction of the Special Committee.
The foregoing description of the Purchase Agreement, the Registration Rights Agreement and the
transactions contemplated thereby is qualified in its entirety by reference to the Purchase
Agreement and the Registration Rights Agreement, attached as Exhibits
2.1 and 4.1, respectively,
hereto and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 2.01 above is incorporated into this Item 3.02 by reference.
In conjunction with the acquisition of Pumpco on November 8, 2006, the Company issued 1,010,566
shares of its $0.01 par value common stock, as a portion of the consideration paid to the selling
stockholders of Pumpco.
The Company believes that this transaction was exempt from registration requirements pursuant
to Section 4(2) of the Securities Act or Regulation D promulgated under the Securities Act. The
recipients of these securities represented their intention to acquire the securities for investment
only and not with a view towards their distribution, and appropriate legends were affixed to the
share certificates.
Item 7.01 Regulation FD
The Company issued a press release, dated November 8, 2006, announcing the Company’s
acquisition of Pumpco. This press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K, and its contents are hereby incorporated by reference into this report.
Item 9.01 Financial Statements and Exhibits
(a), (b) Financial Statements of Businesses Acquired; Pro Forma Financial Information
Pursuant to Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K, the Company will amend this
filing not later than 71 calendar days after November 14, 2006, to file the financial statements
required by Rule 3-05(b) of Regulation S-X (17 CFR 210.2-05(b)) and Article 11 of Regulation S-X
(17 CFR 210).
(d) Exhibits
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2.1 |
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Stock Purchase Agreement, dated November 8, 2006, by and among Complete Production
Services, Inc., Integrated Production Services, LLC, Pumpco Services, Inc. and the
stockholders of Pumpco Services, Inc. |
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4.1 |
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Registration Rights Agreement, dated November 8, 2006, by and among Complete
Production Services, Inc. and the other signatories thereto |
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99.1 |
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Press Release issued on November 8, 2006 |