NEWPARK RESOURCES, INC. (NYSE:NR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 8.01 regarding the issuance of common stock by Newpark Resources, Inc. (“Newpark”) to the Purchase Agreements (as defined in Item 8.01) is incorporated by reference into this Item 3.02.
Item 7.01. Regulation FD Disclosure.
On November 13, 2017, Newpark issued a press release announcing the closing of the Acquisitions (as defined in Item 8.01). A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein solely for the purposes of this Item 7.01 disclosure.
The information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On November 13, 2017, Newpark Mats & Integrated Services LLC (“Newpark Mats”), a wholly owned subsidiary of Newpark, and Newpark closed their previously announced acquisitions (the “Acquisitions”) of (i) substantially all of the assets of Well Service Group Inc. (“WSG”), to an Asset Purchase Agreement (the “WSG Agreement”) between Newpark Mats, Newpark, WSG and the stockholders designated therein, and (ii) substantially all of the assets of Utility Access Solutions Inc. (“UAS”), to an Asset Purchase Agreement (the “UAS Agreement,” together with the WSG Agreement, the “Purchase Agreements”) between Newpark Mats, Newpark, UAS and the stockholders designated therein. The aggregate consideration payable to the WSG Agreement was $74.4 million, subject to post-closing adjustment, and was payable in cash and 3,299,090 shares of the common stock, par value of $0.01, of Newpark. The aggregate consideration payable to the UAS Agreement was $2.4 million, subject to post-closing adjustment, and was payable in cash and 62,277 shares of the common stock, par value of $0.01, of Newpark. The cash portion of the aggregate consideration was funded with available cash and borrowings under Newpark’s revolving credit facility. As previously disclosed by Newpark, the shares of common stock issued in the Acquisitions were made in reliance upon an exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended. The Purchase Agreements were previously described in, and copies of the Purchase Agreements were included as Exhibits 2.1 and 2.2 to, Newpark’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2017.
Item 9.01. Financial Statements and Exhibits
Press Release dated November 13, 2017, issued by Newpark Resources, Inc.
NEWPARK RESOURCES INC ExhibitEX-99.1 2 a20171113pressrelease.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1 NEWS RELEASE Contacts: Gregg PiontekVice President and Chief Financial OfficerNewpark Resources,…To view the full exhibit click
About NEWPARK RESOURCES, INC. (NYSE:NR)
Newpark Resources, Inc. is an oil and gas supplier. The Company provides products and services to the oil and gas exploration (E&P) industry. The Company operates its business through two segments: Fluids Systems, and Mats and Integrated Services. The Company’s Fluids Systems segment offers customized solutions, including technical drilling projects involving subsurface conditions, such as horizontal, directional, geologically deep or deep water drilling. It offers drilling fluids solutions to E&P customers in North America; Europe, the Middle East and Africa (EMEA); Latin America, and Asia Pacific. The Mats and Integrated Services segment provides composite mat rentals, well site construction and related site services to oil and gas customers at well, production, transportation and refinery locations in the United States. The Company manufactures DURA-BASE Advanced Composite Mats for use in its rental operations, as well as for third-party sales.