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Note 17 - Subsequent Events
9 Months Ended
Sep. 30, 2021
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 17Subsequent Events

 

On October 1, 2021, the Company (formerly named Frank’s International N.V.) completed its previously announced Merger with Legacy Expro pursuant to the Merger Agreement. Further, on September 30, 2021, the Prior Board unanimously approved a 1-for-6 reverse stock split of Frank’s common stock, which was effected on October 1, 2021. On October 4, 2021, the first trading day following the closing of the Merger, the Company Common Stock began trading on a post-reverse split basis on the New York Stock Exchange under the new name and new ticker symbol “XPRO.”

 

Pursuant to the Merger Agreement,  as of the effective time of the Merger (the “Effective Time”), each outstanding ordinary share of common stock, par value $0.01 per share, of Legacy Expro was converted into the right to receive 1.2120 shares of common stock, nominal value 0.06 per share, of the Company (“Company Common Stock”). The number of shares of Company Common Stock received by the Legacy Expro shareholders was equal to 7.2720 (the “Exchange Ratio” as provided in the Merger Agreement) multiplied by the 1-for-6 reverse stock split ratio. Further, pursuant to the Merger Agreement, at the Effective Time, the articles of association of the Company (the “Company Articles”) were amended to increase the total authorized capital stock of the Company from 798,096,000 shares of Company Common Stock to 1,200,000,000 shares of Company Common Stock (200,000,000 shares of Company Common Stock on a post-reverse split basis) and to effect certain other amendments to the Company Articles contemplated by the Merger Agreement. All of the outstanding Company Common Stock share numbers, nominal value, share prices and per share amounts in these condensed consolidated financial statements have been retroactively adjusted to reflect a 1-for-6 reverse stock split for all periods presented.

 

In connection with the Merger, on October 1, 2021, the Company and certain of its subsidiaries, including Exploration and Production Services (Holdings) Limited and Expro Holdings US Inc., as borrowers, entered into the New Credit Facility with DNB Bank ASA, London Branch, as agent, and other financial institutions as lenders with an aggregate commitment of $200.0 million with up to $130.0 million available for drawdowns as loans and up to $70.0 million for bonds and guarantees. Subject to the terms of the New Credit Facility, the Company has the ability to increase the commitments to $250.0 million. Proceeds of the New Credit Facility may be used for general corporate and working capital purposes. The New Credit Facility replaces the ABL Credit Facility and the senior secured revolving facility of Legacy Expro, which both terminated on October 1, 2021 in connection with the Merger.

 

In connection with the Merger Agreement, the Company, FICV, and Mosing Holdings entered into the A&R TRA that amended and restated the Original TRA. Pursuant to the A&R TRA, on October 1, 2021, the Company made a payment of $15 million cash to settle the early termination payment obligations that would otherwise be owed to Mosing Holdings under the Original TRA as a result of the Merger. The A&R TRA also provides for other contingent payments to be made by the Company to Mosing Holdings in the future in the event the Company realizes cash tax savings from tax attributes covered under the Original TRA during the ten year period following October 1, 2021 in excess of $18,057,000.

 

Please refer to the Company's Current Report on Form 8-K filed on October 1, 2021 for further details regarding the completion of the Merger, the New Credit Facility and the A&R TRA.