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Subsequent Event | 9 Months Ended
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Sep. 30, 2016
Subsequent Events [Abstract] |
Subsequent Event | Subsequent Event On October 6, 2016, we announced that we entered into a definitive merger agreement (“Merger Agreement”) to acquire Blackhawk Group Holdings, Inc. (“Blackhawk”). Blackhawk is the ultimate parent of Blackhawk Specialty Tools LLC, a leading provider of well construction and well intervention services and products. Certain investment funds affiliated with Bain Capital Partners LLC (collectively “Bain Capital”) currently own approximately 70% of the capital stock of Blackhawk. Concurrently with the execution and delivery of the Merger Agreement, Bain Capital and other stockholders of Blackhawk delivered a written consent adopting the Merger Agreement with respect to the shares of Blackhawk capital stock owned by them. Pursuant to the Merger Agreement, by and among us, FI Tools Holdings, LLC, our newly formed subsidiary (“Merger Sub”), Blackhawk and Bain Capital Private Equity, LP, solely in its capacity as stakeholder representative, Merger Sub will merge with and into Blackhawk, with Blackhawk surviving the Merger as our wholly-owned subsidiary. The merger consideration comprises a combination of approximately $150.4 million of cash on hand and approximately 12.8 million shares of our common stock (“Common Stock”), on a cash-free, debt-free basis (with approximately $79.5 million of Blackhawk debt being repaid at closing with proceeds from the transaction), for total consideration of approximately $294.4 million (based on our closing share price on October 31, 2016 of $11.25 and including the working capital adjustment). On November 1, 2016, we completed our previously announced acquisition of Blackhawk. Due to the short amount of time that has elapsed from the closing of the acquisition, the initial accounting for the business combination is incomplete at this time. As a result, we are unable to provide amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, including the information required for intangible assets and goodwill. In conjunction with the closing, we have placed certain of the shares of Common Stock comprising the equity consideration in escrow as partial security for Blackhawk’s indemnity obligations under the Merger Agreement, which include indemnities for our benefit for breaches of Blackhawk’s representations, warranties and covenants and certain other matters (subject to certain limitations). The Merger Agreement contains caps on certain losses arising under the Merger Agreement of up to approximately 17% of the aggregate transaction value. Such caps do not apply to fraud or intentional misconduct. Portions of the escrow will also apply to post-closing working capital adjustments. The completion of the Merger was subject to a number of closing conditions, including among others, (i) the expiration or termination of applicable U.S. anti-trust laws and the waiting period and receipt of Brazilian merger control approvals, (ii) subject to certain exceptions, the accuracy of the representations and warranties and material compliance with covenants, (iii) the absence of any event, circumstance or change that would have a material adverse effect on Blackhawk and (iv) delivery of various closing documentation. The Merger Agreement also contained certain termination rights for both us and Blackhawk, including a right to terminate if the Merger was not consummated by December 5, 2016 (subject to certain exceptions). In connection with the delivery of shares of Common Stock at closing, we will enter into a Registration Rights Agreement with Bain Capital and certain other stockholders of Blackhawk, pursuant to which, among other things, we will register the resale of the shares of Common Stock issued to such stockholders of Blackhawk. In addition, Bain Capital will have certain demand registration rights with respect to underwritten offerings that may be undertaken by Bain Capital following the closing. In connection with the grant of these demand rights, we have agreed to seek waivers from certain stockholders who were previously granted certain piggyback registration rights pursuant to a certain previous registration rights agreement, dated August 14, 2013. If we are unable to obtain the requisite approvals for such waiver and the holders of the pre-existing piggyback registration rights exercise those rights in respect of an underwritten offering by Bain Capital, we have agreed to either (i) repurchase a number of shares of Common Stock from Bain Capital equal to $50 million less any shares actually sold by Bain Capital in its underwritten offering (such repurchase may be funded through a primary issuance of shares of Common Stock by us, in our discretion) or (ii) purchase such number of shares of Common Stock from the pre-existing holders of the piggyback registration rights such that Bain Capital would no longer be required to reduce the number of shares it proposed to include in its underwritten offering below $50 million. All expenses incident to such registrations will be borne by us. The Merger Agreement and related transaction documents contain representations, warranties, covenants and conditions customary for a transaction of this nature. The representations and warranties set forth in the Merger Agreement and related transaction documents were made by the parties to each other as of specific dates and to evidence their agreement on various issues, and were made solely for purposes of the Merger and may be subject to important qualifications and limitations or other factors agreed to by the parties in connection with negotiating the terms of the Merger. Based on the foregoing, one should not rely on the representations, warranties and disclosures included in the Merger Agreement or related transaction documents as statements of fact.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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