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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2011
SUBSEQUENT EVENTS

NOTE 19. SUBSEQUENT EVENTS

Proposed Acquisition

On July 13, 2011, we entered into an agreement and plan of merger with Edge Oilfield Services, L.L.C. and Summit Oilfield Services, L.L.C. (collectively, “Edge”). Edge primarily rents frac stack equipment used to support hydraulic fracturing operations and the associated flow back of frac fluids, proppants, oil and natural gas. It also provides well testing services, rental equipment such as pumps and power swivels, and oilfield fishing services. The total consideration for the acquisition is approximately $300 million consisting of approximately 7.5 million shares of our common stock and approximately $164 million in cash, which is subject to working capital and other adjustments at closing. In addition to the $300 million of consideration, we have also agreed to reimburse or fund up to $40 million of Edge’s pre-closing capital expenditures. The acquisition is subject to satisfaction of certain regulatory approvals and other customary closing conditions. We received notification that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 terminated effective July 29, 2011. We expect the closing of the transaction to take place in the third quarter of 2011. We intend to account for this acquisition as a business combination. We plan to fund this acquisition with funds available under the amended 2011 Credit Facility and the issuance of equity.

Amendment of Credit Facility

On July 27, 2011, we entered into the First Amendment to the 2011 Credit Facility (the “Amendment”) with several lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Capital One, N.A., Wells Fargo Bank, N.A., Credit Agricole Corporate and Investment Bank and DnB NOR Bank ASA, as Co-Documentation Agents. The Amendment, which is effective as of July 27, 2011, amends certain provisions of our 2011 Credit Facility, dated as of March 31, 2011, which provides for a senior secured credit facility consisting of a revolving credit facility, letter of credit sub-facility and swing line facility of up to an aggregate principal amount of $400.0 million, all of which will mature no later than March 31, 2016. The 2011 Credit Facility and the obligations thereunder are secured by substantially all of our assets and those of our subsidiary guarantors, and are guaranteed by certain of our existing and future domestic subsidiaries. Among other changes, the Amendment increased the total commitments by the lenders under the credit facility from $400.0 million to $550.0 million, effected by an increase in the commitments of certain existing lenders under the facility and the addition of certain new lenders. The Amendment also modifies the 2011 Credit Facility by, among other things: increasing, from $500.0 million to $650.0 million, the maximum aggregate amount of commitments permitted under the 2011 Credit Facility pursuant to our option to increase commitments by the lenders; and amending the requirement that we maintain a debt to capitalization ratio of consolidated total funded indebtedness to total capitalization of 45% or less by changing the maximum required ratio to 50% through March 31, 2012.

In connection with the execution of the Amendment to the 2011 Credit Facility, we anticipate capitalizing $1.5 million of financing costs that will be amortized over the term of the debt.