Attached files
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8-K - FORM 8-K - Superior Well Services, INC | l37904e8vk.htm |
EX-5.1 - EX-5.1 - Superior Well Services, INC | l37904exv5w1.htm |
EX-1.1 - EX-1.1 - Superior Well Services, INC | l37904exv1w1.htm |
Exhibit 99.1
For Immediate Release
Superior Well Services, Inc. Announces Pricing of Common Stock in Public Offering
Indiana, Pa., October 28, 2009 Superior Well Services, Inc. (Nasdaq: SWSI) today announced the
pricing of a public offering of 6.0 million shares of its common stock at $10.50 per share. All of
the shares are being offered by Superior Well Services pursuant to an effective shelf registration
statement previously filed with the Securities and Exchange Commission. Superior Well Services has
also granted the underwriters an option to purchase up to an aggregate of 900,000 additional shares
of common stock to cover over-allotments, if any. The Company intends to use the net proceeds from
the offering, including any net proceeds from the underwriters exercise of their over-allotment
option, to repay a portion of the indebtedness outstanding under the Companys credit facility.
BofA Merrill Lynch is serving as book-running manager of the offering. A copy of the prospectus
supplement, when available, and related base prospectus for the offering may be obtained on the SEC
website at www.sec.gov. Alternatively, the underwriters will arrange to send you the prospectus
supplement, when available, and related base prospectus if you request them by contacting: BofA
Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department or email
Prospectus.Requests@ml.com.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of the
securities referred to above, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. An offering of any such
securities will be made only by means of a prospectus supplement and related prospectus.
Except for historical information, statements made in this press release, including those relating
to the offering and the use of proceeds from the offering are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of
1934, as amended. All statements, other than statements of historical facts, included in this press
release that address activities, events or developments that we expect, believe or anticipate will
or may occur in the future are forward-looking statements. These statements are based on certain
assumptions made by us based on our managements experience and perception of historical trends,
current conditions, expected future developments and other factors our management believes are
appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond our control, which may cause our actual results to differ
materially from those implied or expressed by the forward-looking statements. These risks include,
but are not limited to: a sustained or further decrease in domestic spending by the oil and natural
gas exploration and production industry; a continued decline in or substantial volatility of crude
oil and natural gas commodity prices; current weakness in the credit and capital markets and lack
of credit availability; overcapacity and competition in our industry; our inability to comply with
the financial and other covenants in our debt agreements as a result of reduced revenues and
financial performance or our inability to raise sufficient funds through assets sales or equity
issuances; unanticipated costs, delays or other difficulties in executing our growth strategy,
including difficulties associated with the integration of the Diamondback asset acquisition; the
loss of one or more significant customers; the loss of
or interruption in operations of one or more key suppliers; the incurrence of significant costs and
liabilities in the future resulting from our failure to comply with new or existing environmental
regulations or an accidental release of hazardous substances into the environment; and other
factors detailed in our SEC filings. We undertake no obligation to publicly update or revise any
forward-looking statements. Further information on risks and uncertainties is available in our
filings with the SEC, which are incorporated by reference.
Additionally, there are certain risks related to the offering to which this communication relates,
which include among other things: if our stock price fluctuates, investors could lose a significant
part of their investment; sales of a substantial number of shares of the Companys common stock in
the public market could depress the market price of the common stock; the Companys management and
directors beneficially own, control or have substantial influence over a significant amount of the
common stock, and their interests may conflict with investors interests and the concentration of
ownership by such stockholders limits the influence of public stockholders; anti-takeover
provisions could make it more difficult for a third party to acquire the Company; and because the
Company has no plans to pay dividends on the common stock, investors must look solely to stock
appreciation for a return on their investment.
SOURCE Superior Well Services, Inc.
Chris Peracchi
of Superior Well Services, Inc.
+1-724-403-9108
cperacchi@swsi.com
of Superior Well Services, Inc.
+1-724-403-9108
cperacchi@swsi.com