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): July 1, 2009 (June 26, 2009)
KEY ENERGY SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Maryland
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1-8038
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04-2648081 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
1301 McKinney Street, Suite 1800
Houston, Texas 77010
(Address of Principal Executive Offices and Zip Code)
713/651-4300
(Registrant’s telephone number, including area code)
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.
On June 26, 2009, Key Energy Services, Inc., a Maryland corporation (the “Company”), and its
wholly-owned subsidiary, Key Energy Services Cyprus Ltd., a Cyprus company (“KESC”), entered into
Amendment No. 2 to Master Agreement (the “Second Amendment”) with OOO Geostream Assets Management,
a company incorporated in the Russian Federation, and the following parties, which are referred to
in the Agreement as “L-Group”: Boris Germanovich Levin, Mikhail Vladimirovich Siyatskiy, Aleksei
Rufatovich Mustafinov, Yurii Leonidovich Bodnarchuk, John Thomas Wilson and Vemor Trading and
Investments Limited, a Cyprus company. The Second Amendment is dated as of June 23, 2009 (but was
not fully executed until June 26, 2009) and amends the Master Agreement, entered into among the
parties on August 26, 2008 (the “Agreement”), as amended by Amendment No. 1 to Master Agreement,
dated as of March 11, 2009 (the “First Amendment”).
As previously disclosed, the First Amendment extended the date by which KESC is required to
consummate the second closing under the Agreement from March 31, 2009 to June 30, 2009. The Second
Amendment further extends the date by which KESC is required to consummate the second closing to
September 1, 2009. In addition, the Second Amendment provides that the second investment
consideration will consist of a combination of cash and a promissory note issued by KESC in favor
of an OOO Geostream Services Group affiliate.
The foregoing description of the Second Amendment, the First Amendment and the Agreement does
not purport to be complete and is qualified in its entirety by reference to the Second Amendment,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the First Amendment, which was
filed as Exhibit 10.1 to the Current Report on Form 8-K on March 25, 2009, and the Agreement, which
was filed as Exhibit 10.1 to the Current Report on Form 8-K on September 2, 2008, each of which is
incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1 Amendment No. 2 to Master Agreement, dated June 23, 2009 (fully executed on June
26, 2009), by and among Key Energy Services, Inc., Key Energy Services Cyprus Ltd., OOO Geostream
Assets Management and L-Group.
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