Flotek Industries, Inc. (NYSE:FTK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
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Completion of Acquisition or Disposition of Assets. |
As previously reported, on May2, 2017, Flotek Industries, Inc.
(the Company) and certain of its affiliates entered into an Asset
Purchase Agreement (the Purchase Agreement) with National Oilwell
Varco, L.P. and certain of its affiliates (collectively, NOV) to
sell substantially all of the assets and transfer certain
specified liabilities and obligations of the Companys Drilling
Technologies segment to NOV (the NOV Transaction). On May22,
2017, the Company closed the NOV Transaction for final
consideration of $17million, subject to normal working capital
adjustments.
A summary of the material terms and conditions of the Purchase
Agreement was included under Item 1.01 of the Current Report on
Form 8-K filed on May3, 2017. The summary of the Purchase
Agreement and the transactions contemplated thereby is not
complete and is subject to, and qualified in its entirety by, the
full text of the Purchase Agreement, a copy of which will be
filed as an exhibit to the Companys Form 10-Q for the quarter
ending June30, 2017.
| Item7.01 | Regulation FD Disclosure. |
On May24, 2017, the Company issued a press release announcing the
closing of (i)the NOV Transaction and (ii)the transaction
disposing of the Companys Production Technologies segment. The
May24, 2017 press release is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
The information furnished to Item 7.01 of this Current Report on
Form 8-K and in Exhibit 99.1 shall not be deemed to be filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended, is not subject to the liabilities of that section and is
not deemed incorporated by reference in any filing of the
Companys under the Securities Act of 1933, as amended, except as
otherwise expressly stated in such filing.
| Item9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
Pro forma financial statements are not included in this filing,
as the Companys Drilling Technologies segment assets, liabilities
and results of operations have been presented as discontinued
operations in the Companys Form 10-K filed with the Securities
and Exchange Commission on February8, 2017. to the Purchase
Agreement, NOV paid $17.0million in cash consideration (subject
to normal working capital adjustments), with $1.5million held
back by NOV for up to 18 months to satisfy potential
indemnification claims.
| (d) | Exhibits. |
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Exhibit Number |
Description |
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| 99.1 | Press release dated May24, 2017. |
About Flotek Industries, Inc. (NYSE:FTK)
Flotek Industries, Inc. is a technology-driven company that develops and supplies oilfield products, services and equipment to the oil, gas and mining industries. The Company has four business segments: Energy Chemistry Technologies, Consumer and Industrial Chemical Technologies, Drilling Technologies, and Production Technologies. The Energy Chemistry Technologies segment designs, develops, manufactures, packages and markets chemicals for use in oil and gas well drilling, cementing, completion, stimulation and production activities. The Consumer and Industrial Chemicals Technologies segment sources citrus oil domestically and internationally, and is a processor of citrus oils. The Drilling Technologies segment is a provider of downhole drilling tools for use in oilfield, mining, water-well and industrial drilling activities. The Production Technologies segment provides pumping system components, electric submersible pumps, gas separators, production valves and complementary services. Flotek Industries, Inc. (NYSE:FTK) Recent Trading Information
Flotek Industries, Inc. (NYSE:FTK) closed its last trading session down -0.08 at 10.42 with 603,324 shares trading hands.