UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

_______________________________

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

Date of ~~Report (Date of earliest event reported)~~report: ~~October 21~~November 16, 2020

KEY ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-08038		04-2648081
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)


Delaware	001-08038	04-2648081
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1301 McKinney Street, Suite 1800

Houston, Texas 77010

(Address of principal executive offices, ~~including~~and ~~zip~~Zip ~~code~~Code)

713-651-4300

(Registrant’s telephone number, including area code)

~~Not Applicable~~

(Former name or former address, if changed since last report)

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:

~~☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

☐◻ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

☐◻ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:~~

~~None~~◻ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐◻ ~~Emerging~~Pre-commencement ~~growth~~communications ~~company~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ☐

~~Item~~Emerging ~~1.01.~~growth ~~Entry Into a Material Definitive Agreement.~~company ◻

On October 21, Key Energy Services, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Tri-State Water Logistics, LLC, a Texas limited liability company (“Tri-State”), pursuant to which Tri-State acquired certain assets related to the Company’s waste water management division, which provides water management services to oil and gas operators in East Texas, Arkansas and Louisiana (the “Assets”).

~~Under~~If ~~the~~an ~~terms~~emerging ofgrowth ~~the Purchase Agreement~~company, ~~the~~indicate ~~Company~~by ~~sold~~check ~~the~~mark ~~Assets~~if in exchange for cash consideration of $6,000,000 and a $940,000 seller secured promissory note. The Assets include, among other things: (i) saltwater disposal wells, (ii) real property, (iii) government permits, (iv) equipment related to the ~~Assets,~~registrant ~~and~~has ~~(v) service~~elected vehicles. The Purchase Agreement contains negotiated representations, warranties and covenants by the Company and Tri-State, which are believed to be customary for transactions of this kind. These representations and warranties (i) may be intended not ~~as statements of fact, but rather as a way of allocating risk~~ to ~~one~~use of the ~~parties~~extended iftransition ~~those~~period ~~statements~~for ~~prove~~complying towith beany ~~inaccurate,~~new ~~(ii) may~~or ~~apply~~revised ~~materiality~~financial accounting standards ~~different~~provided ~~from~~pursuant ~~what may be viewed as material~~ to ~~investors and~~ Section 13(~~iii~~a) ~~were~~ ~~made only as~~ of the ~~date~~Exchange ~~of the Purchase Agreement or as of such other date or dates as may be specified in the Purchase Agreement~~Act. ◻

In addition, the Purchase Agreement contains indemnification provisions which are believed to be customary for transactions of this type. The Company’s and Tri-State’s obligations for a breach of representations and warranties and related indemnification, in some cases, only apply with respect to aggregate liabilities in excess of specified thresholds, are subject to caps and are only effective for specified periods of time.

~~The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is attached as Exhibit 10.1 hereto.~~

~~(d)~~Item ~~Exhibits~~2.02 Results of Operations and Financial Condition.

~~10.1 Asset Purchase Agreement, dated as of October 21, 2020, by and among Key Energy Services, Inc., and Tri-State Water Logistics, LLC.~~

~~SIGNATURES~~On November 16, 2020, Key Energy Services, Inc., a Delaware corporation (the “Company”) announced its results for the quarter ended September 30, 2020. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference. The information contained in this Item 2.02 (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	KEY ENERGY SERVICES, INC
Date: October 21, 2020	By:	/s/ Katherine I. Hargis
	Name:	Katherine I. Hargis
	Title:	Senior Vice President,
		Chief Administrative Officer,
		General Counsel & Corporate Secretary

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release dated November 16, 2020 reporting results for the quarter ended September 30, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		KEY ENERGY SERVICES, INC.

Date:	November 16, 2020	By:	/s/ Katherine I. Hargis
			Katherine I. Hargis
			Senior Vice President, Chief Administrative Officer, General Counsel & Corporate Secretary

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