Core Laboratories N.V. 8K Over Allotment

Core Laboratories N.V.

Dated: November 20, 2006

/s/ Richard L. Bergmark

Richard L. Bergmark

Chief Financial Officer

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C9+mZbXZq5qn4zdyMT6Tbv1/sipwjp7f2x4YXVY0m5AgQDpC4W66q7ZFP3tEDNzf BnPjouuGD0U3nl+Qq35IaQ== 0001000229-06-000019.txt : 20061120 0001000229-06-000019.hdr.sgml : 20061120 20061120170053 ACCESSION NUMBER: 0001000229-06-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061120 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE LABORATORIES N V CENTRAL INDEX KEY: 0001000229 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14273 FILM NUMBER: 061230525 BUSINESS ADDRESS: STREET 1: 1017 BZ AMSTERDAM STREET 2: HERENGRACHT 424 CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 3124203191 MAIL ADDRESS: STREET 1: 6316 WINDFERN CITY: HOUSTON STATE: TX ZIP: 77040 8-K 1 clb-8k_overallotamendments.htm 8-K Core Laboratories N.V. 8K Over Allotment
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 20, 2006 (November 15, 2006)

CORE LABORATORIES N.V.

(Exact name of registrant as specified in its charter)

001-14273
(Commission File Number)

The Netherlands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Herengracht 424
1017 BZ Amsterdam
The Netherlands	Not Applicable
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (31-20) 420-3191

Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

___	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

___	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

___	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

___	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 17, 2006, the Initial Purchasers (as defined herein) purchased an additional $50,000,000 of the 0.25% Senior Exchangeable Notes Due 2011 (the "Additional Notes") of Core Laboratories LP ("Core LP"), pursuant to the Purchase Agreement, dated November 6, 2006, among Core Laboratories N.V. ("Core NV"), Core LP and Lehman Brothers Inc. and Banc of America Securities LLC, as representatives of the initial purchasers named therein (the "Initial Purchasers"). The Additional Notes increase the aggregate issuance by Core LP of 0.25% Senior Exchangeable Notes Due 2011 to $300,000,000. The Additional Notes are exchangeable under certain conditions for Core NV's common shares as previously disclosed. The net proceeds from the offering of the Additional Notes, after deducting the Initial Purchasers' discount and the estimated offering expenses payable by Core NV, are expected to be approximately $49.0 million.

In connection with the issuance of the Additional Notes, Core LP amended the exchangeable note hedge transactions entered into with Lehman Brothers OTC Derivatives Inc. (the "Dealer") at the initial closing with respect to Core NV's common shares to cover the additional net Core NV's common shares that could be deliverable to exchanging noteholders in the event of an exchange of the Additional Notes. Core LP paid the Dealer an additional amount of approximately $14.4 million in connection with the amendment to the note hedge transactions. A copy of the amendment to the Note Hedge Confirmation is attached hereto as Exhibit 4.1, is incorporated herein by reference, and is hereby filed; the description of the amendment to the Note Hedge Confirmation in this report is a summary and is qualified in its entirety by the terms of the amendment.

Core NV also entered into an amendment of its separate warrant transactions entered into with the Dealer at the initial closing under the Purchase Agreement to increase the number of warrants sold to acquire Core NV's common shares. Core NV received from the Dealer an additional amount of approximately $8.4 million in connection with the amendment to the warrant transactions. A copy of the amendment to the Warrant Confirmation is attached hereto as Exhibit 4.2, is incorporated herein by reference, and is hereby filed; the description of the amendment to the Warrant Confirmation in this report is a summary and is qualified in its entirety by the terms of the amendment.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off−Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 3.02. Unregistered Sales of Equity Securities.

See Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits

4.1		Amendment to Note Hedge Confirmation, dated November 15, 2006, Lehman Brothers OTC Derivatives Inc. and Core Laboratories L.P.

4.2		Amendment to Warrant Confirmation, dated November 15, 2006, between Lehman Brothers OTC Derivatives Inc. and Core Laboratories N.V.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

CORE LABORATORIES N.V.
EXHIBIT INDEX TO FORM 8-K


EXHIBIT NO.		ITEM

4.1		Amendment to Note Hedge Confirmation, dated November 15, 2006, Lehman Brothers OTC Derivatives Inc. and Core Laboratories L.P.

4.2		Amendment to Warrant Confirmation, dated November 15, 2006, between Lehman Brothers OTC Derivatives Inc. and Core Laboratories N.V.

EX-4 2 exhibit-4_1.htm EXHIBIT 4.1

Lehman Brothers Inc., acting as Agent

Lehman Brothers OTC Derivatives Inc., acting as Principal
Attention: Transaction Management Group
Telephone: (212) 526-9986

Facsimile: (646) 885-9546

November 15, 2006

Core Laboratories LP
6316 Windfern Road
Houston, Texas 77040

Attn: General Counsel

Telephone: (713) 328-2673

Facsimile: (713) 328-2152

Re: Convertible Senior Note Hedge Transaction Amendment

This letter agreement (the "Amendment") amends the terms and conditions of the Transaction (the "Transaction") entered into between Lehman Brothers OTC Derivatives Inc. ("Dealer") represented by Lehman Brothers Inc. ("Agent") as its agent, and Core Laboratories LP ("Counterparty"), pursuant to a letter agreement dated October 31, 2006 (the "Confirmation") pursuant to which Counterparty purchased from Dealer a Number of Options equal to 250,000 in connection with the issuance by Counterparty of USD 250,000,000 principal amount of 0.25% Senior Exchangeable Notes due 2011 (the "Initial Convertible Notes"). This Amendment is being entered into in connection with the issuance by Counterparty of an additional USD 50,000,000 principal amount of 0.25% Senior Exchangeable Notes due 2011 (the "Additional Convertible Notes", and together with the Initial Convertible Notes, the "Convertible Notes") to the initial purchasers of the Convertible Notes.

Upon the effectiveness of this Amendment, all references in the Confirmation to the "Transaction" shall be deemed to be to the Transaction, as amended hereby. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.

Amendments. In connection with the issuance by Counterparty of the Additional Convertible Notes, the Confirmation is hereby amended as follows:

1. All references to "Convertible Notes" in the Confirmation, as amended hereby, shall be deemed to include the Additional Convertible Notes.

2. The "Number of Options" for the Transaction shall be "300,000" reflecting an increase of 50,000 Options.

3. An additional "Premium" equal to USD 14,375,000 shall be payable by Counterparty to Dealer on November 17, 2006.

4. The "Trade Date" with respect to obligations under this Amendment shall mean November 15, 2006.

5. The "Effective Date" with respect to obligations under this Amendment shall mean November 17, 2006.

Repeated Representations. Each of Dealer and Counterparty hereby repeats their respective representations and warranties set forth in Section 7 of the Confirmation.

Conditionality and Early Unwind. The respective obligations of the parties hereunder shall become final and binding only if the sale by Counterparty to the Initial Purchasers (as such term is defined in the purchase agreement dated as of October 31, 2006 relating to the sale by Counterparty to such Initial Purchasers of the Convertible Notes) of the Additional Convertible Notes is consummated with the Initial Purchasers by the close of business in New York on November 17, 2006.

No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

Governing Law. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it in the manner indicated in the attached cover letter.

Yours faithfully,

Lehman Brothers OTC Derivatives Inc.

&n bsp; By:

Name:

Title:

Agreed and Accepted By:

Core Laboratories N.V.

By: Core Laboratories LLC,

its general partner

By:

Name: John Denson
Title: Vice President

EX-4 3 exhibit-4_2.htm EXHIBIT 4.2

Lehman Brothers Inc., acting as Agent

Lehman Brothers OTC Derivatives Inc., acting as Principal
Attention: Transaction Management Group
Telephone: (212) 526-9986

Facsimile: (646) 885-9546

November 15, 2006

Core Laboratories N.V.

Herengracht 424

1017 BZ Amsterdam

The Netherlands

Re: Warrant Transaction Amendment

Upon the effectiveness of this Amendment, all references in the Confirmation to the "Number of Warrants" shall be deemed to be to the Number of Warrants, as amended hereby and all references in the Confirmation to the "Transaction" shall be deemed to be to the Transaction as amended hereby. Except to the extent specified below, all other provisions of the Confirmation shall apply to the Additional Number of Warrants as if such Additional Number of Warrants were originally subject to the Confirmation. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.

Amendments. In connection with the purchase by Dealer from Issuer of the Additional Number of Warrants, the Confirmation is hereby amended as follows:

1. The number "2,638,325" opposite the caption "Number of Warrants" in the Confirmation shall be replaced by the number "3,165,990."

2. The number "131,916.25" opposite the caption "Daily Number of Warrants" in the Confirmation shall be replaced by the number "158,299.5."

3. An additional "Premium" equal to USD 8,350,000 shall be payable by Dealer to Issuer with respect to the Additional Number of Warrants on November 17, 2006.

4. The "Trade Date" with respect to obligations under this Amendment shall mean November 15, 2006.

5. The "Effective Date" with respect to obligations under this Amendment shall mean November 17, 2006.

Opinion. Issuer shall deliver to Dealer an opinion of counsel, dated as of November 17, 2006 and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a)(i) and (ii) of the Agreement and with respect to the execution, delivery and performance of the Transaction as amended hereby not violating or conflicting with the constitutional documents of Issuer or with the Third Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories LP, JP Morgan Chase Bank, N.A., Bank of America, N.A., JP Morgan Securities Inc. and Banc of America Securities LLC, dated as of March 24, 2005, as amended to date.

Repeated Representations. Each of Issuer and Dealer hereby repeats their respective representations and warranties set forth in Section 7 of the Confirmation.

Governing Law. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it in the manner indicated in the attached cover letter.

Yours faithfully,

Lehman Brothers OTC Derivatives Inc

; By:

Name:

Title:

Agreed and Accepted By:

Core Laboratories N.V.

By: Core Laboratories International B.V.,

its Sole Managing Director

By:

Name: Jan Willem Sodderland
Title: Managing Director of Core Laboratories

International B.V.

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