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SUBSEQUENT EVENT | 6 Months Ended
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Jun. 30, 2023
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SUBSEQUENT EVENT | ​ ​ ​ 16. SUBSEQUENT EVENTS ​ Acquisition of Spinnaker Oilwell Services, LLC. ​ Effective July 1, 2023, the Company completed its acquisition of all of the outstanding equity interests in Spinnaker Oilwell Services, LLC ("Spinnaker"), pursuant to a Merger Agreement ("Merger Agreement") with Catapult Energy Services Group, LLC, as the representative of the Sellers. ​ Spinnaker, which is headquartered in Oklahoma City, Oklahoma, is a leading provider of oilfield cementing services in the Permian and Mid-Continent basins. Spinnaker operates two facilities located in El Reno, OK and Hobbs, NM and maintains 18 full-service cementing spreads. This acquisition will significantly expand RPC's cementing business from its presence in South Texas to basins in which we currently provide other services. ​ The purchase price was $79.5 million for 100 percent of Spinnaker’s equity. The acquisition was effective July 1, 2023 and amounts advanced as of June 30, 2023, consisted of approximately $77.0 million in cash and a $2.0 million pay-off of capital lease liabilities. Additionally, the Company assumed $518 thousand of capital lease liabilities effective July 1, 2023. The agreement contains a post-closing adjustment window for an agreed-upon level of Spinnaker’s working capital, as well as other usual and customary items, which we expect to finalize during the third quarter of 2023. Spinnaker will be included in the Technical Services Segment, post-acquisition. ​ As of June 30, 2023, $79.0 million, representing the cash portion of the purchase price, has been recorded as Purchase of business – advance in the current assets section of the Consolidated Balance Sheets. The assumption of $518 thousand in capital lease liabilities was effective on July 1, 2023, and is therefore not reflected in the June 30, 2023 financial statements. In addition, the Company recorded $243 thousand related to representations and warranties, and directors’ and officers’ insurance in Prepaid expenses on the Consolidated Balance Sheets as of June 30, 2023. Acquisition-related transaction costs of $616 thousand were recorded during the second quarter of 2023 and are included in Selling, general and administrative expenses on the Consolidated Statements of Operations. ​ The Company will account for this transaction as a purchase of business under the acquisition method of accounting. The required disclosures under ASC 805, "Business Combinations" will be included in the Quarterly Report on Form 10-Q for the period ended September 30, 2023. ​ Dividends ​ On July 25, 2023, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable September 11, 2023 to common stockholders of record at the close of business on August 10, 2023.

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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 Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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