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Acquisition and Divestiture | 3 Months Ended
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Mar. 31, 2017
Business Combinations [Abstract] |
Acquisition and Divestiture | Acquisition and Divestiture Blackhawk Acquisition On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk Group Holdings, Inc., the ultimate parent company of Blackhawk Specialty Tools LLC, ("Blackhawk") pursuant to the terms of a definitive merger agreement dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products and the acquisition will allow us to combine Blackhawk’s cementing tool expertise and well intervention services with our global tubular running services. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk, with Blackhawk surviving the merger as our wholly-owned subsidiary. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock ("Common Stock"), on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments). The unaudited pro forma financial information presented below includes adjustments for amortization expense for identified intangible assets and depreciation expense based on the fair value and estimated lives of acquired property, plant and equipment. In addition, acquisition related costs are excluded from the unaudited pro forma financial information. The following table shows our unaudited pro forma financial information assuming the transaction occurred on January 1, 2015 (in thousands, except per share amounts):
| Three Months Ended
| March 31, 2016
Revenue | $ | 174,380 |
Net loss applicable to common shares | (3,611 | )
Loss per common share: |
Basic | $ | (0.02 | )
Diluted | $ | (0.02 | )
The Blackhawk acquisition was accounted for as a business combination. The purchase price is allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill is recognized for the excess consideration transferred over the fair value of the net assets. The preliminary purchase price allocation was prepared in connection with our annual financial statements filed on our Annual Report. During the first quarter of 2017 we adjusted the purchase price allocation for a litigation settlement and the final valuation report. The following table summarizes the preliminary and the final purchase price allocations of the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands):
| Preliminary purchase price allocation |  | Purchase price adjustments |  | Final purchase price allocation
Current assets, excluding cash | $ | 23,626 |  |  | $ | — |  |  | $ | 23,626 |
Property, plant and equipment | 45,091 |  |  | 55 |  |  | 45,146 |
Other long-term assets | 3,139 |  |  | — |  |  | 3,139 |
Intangible assets | 41,972 |  |  | 153 |  |  | 42,125 |
Assets acquired | $ | 113,828 |  |  | $ | 208 |  |  | $ | 114,036 |
Current liabilities assumed | 11,132 |  |  | 185 |  |  | 11,317 |
Other long-term liabilities | 542 |  |  | — |  |  | 542 |
Liabilities assumed | $ | 11,674 |  |  | $ | 185 |  |  | $ | 11,859 |
Fair value of net assets acquired | 102,154 |  |  | 23 |  |  | 102,177 |
Total consideration transferred | 294,563 |  |  | — |  |  | 294,563 |
Goodwill | $ | 192,409 |  |  | $ | (23 | ) |  | $ | 192,386 |
In conjunction with the merger, we created a fourth segment, Blackhawk, and have recorded goodwill of $192.4 million in that segment. Divestiture On March 15, 2017, we sold a fully depreciated aircraft for a total sales price of $1.3 million and recorded a gain on sale of $1.3 million.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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