Form 8-K
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): March 4, 2011
NEWPARK RESOURCES,
INC.
(Exact name of registrant as
specified in its charter)
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| Delaware |
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1-2960 |
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72-1123385 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2700 Research Forest Drive,
Suite 100
The Woodlands, TX
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77381 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (281) 362-6800
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| (Former name or former address if changed since last report.) |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD
Disclosure.
On March 4, 2011,
Newpark Resources, Inc. announced it has entered into a definitive agreement
with Rheochem PLC to acquire its drilling fluids and engineering services unit.
Rheochem PLC is a publicly-traded Australian-based oil and gas company.
Rheochem provides drilling fluids and engineering services to the oil and gas
exploration and geothermal industries with operations in Australia, New Zealand
and India. Newpark will pay approximately A$23.8 million at closing, subject to
typical adjustments for working capital. Additional consideration may be
payable based on financial results of the acquired business over a one-year
earnout period, up to a maximum total consideration of A$45 million.
Newpark expects to fund the acquisition price, including any earnout payment,
from cash on hand. This acquisition is subject to the approval of the
shareholders of Rheochem PLC and normal customary closing conditions and is
expected to close in the second quarter of 2011.
The information
referenced under Item 7.01 (including Exhibit 99.1 referenced in
Item 9.01 below) of this Current Report on Form 8-K is being
“furnished” under “Item 7.01. Regulation FD
Disclosure” and, as such, shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section. The information set forth in this Current Report
on Form 8-K (including Exhibit 99.1 referenced in Item 9.01 below)
shall not be incorporated by reference into any registration statement, report
or other document filed by Newpark pursuant to the Securities Act of 1933, as
amended (the “Securities Act”), except as shall be expressly set
forth by specific reference in such filing. Newpark does not undertake to
update the information as posted on its website; however, it may post
additional information included in future press releases and Forms 8-K, as well
as posting its periodic Exchange Act reports.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
99.1 Press release issued by Newpark
Resources, Inc. on March 4, 2011.
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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.
NEWPARK RESOURCES, INC.
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| Dated: March 4, 2011 |
By: |
/s/ James E. Braun |
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James E. Braun, Vice President and Chief Financial Officer
(Principal Financial Officer) |
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EXHIBIT INDEX
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| Exhibit
No. |
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Description |
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99.1
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Press release issued by Newpark Resources, Inc.
on March 4, 2011. |
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Exhibit 99.1
Exhibit 99.1
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NEWS RELEASE
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| Contacts: |
James E. Braun, CFO
Newpark Resources, Inc.
281-362-6800 |
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FOR IMMEDIATE RELEASE
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Ken Dennard, Managing Partner
Dennard Rupp Gray & Lascar, LLC
ksdennard@drg-l.com
713-529-6600 |
NEWPARK RESOURCES TO ACQUIRE AUSTRALIAN
DRILLING FLUIDS BUSINESS
FROM RHEOCHEM PLC
THE WOODLANDS, TX — March 4, 2011 — Newpark Resources, Inc. (NYSE: NR) today announced it has
entered into a definitive agreement with Rheochem PLC to acquire its drilling fluids and
engineering services unit. Rheochem PLC is a publicly-traded Australian-based oil and gas company.
Rheochem provides drilling fluids and engineering services to the oil and gas exploration and
geothermal industries with operations in Australia, New Zealand and India. Newpark will pay
approximately A$23.8 million at closing, subject to typical adjustments for working capital.
Additional consideration may be payable based on financial results of the acquired business over a
one-year earnout period, up to a maximum total consideration of A$45 million. Newpark expects to
fund the acquisition price, including any earnout payment, from cash on hand. This acquisition is
subject to the approval of the shareholders of Rheochem PLC and normal customary closing conditions
and is expected to close in the second quarter of 2011.
“This acquisition is consistent with our strategic plan to expand our drilling fluids business
globally, providing us with a footprint in the growing Asia Pacific markets,” stated Paul Howes,
Newpark’s President and Chief Executive Officer. “We are also acquiring the Rheochem brand name,
which is recognized in the Far East, and we will continue to operate under that name. Rheochem is
a natural fit with Newpark, as employees of both companies share the commitment to provide
operators with best-in-class drilling fluids and engineering services.”
In the most recently completed fiscal year ended June 30, 2010, Rheochem PLC’s drilling fluid
services segment generated revenues of A$20.3 million and EBITDA of A$3.6 million, as reported in
Rheochem PLC’s audited financial statements. For the year ended June 30, 2009, revenues were
A$34.2 million and EBITDA was A$6.1 million. Fiscal first half results for the six months ended
December 31, 2010 were negatively affected by severe weather in Australia. Unaudited revenues and
EBITDA of the drilling fluids segment for this six month period, as reported by Rheochem PLC, were
A$10.2 million and A$1.1 million, respectively.
Newpark Resources, Inc. is a worldwide provider of drilling fluids, temporary worksites and
access roads for oilfield and other commercial markets, and environmental waste treatment
solutions. For more information, visit our website at www.newpark.com.
This news release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act that are based on management’s current expectations, estimates and
projections. All statements that address expectations or projections about the future, including
the statements regarding the business and financial outlook of Rheochem’s drilling fluids segment
and the anticipated benefits of the acquisition to Newpark, Newpark’s strategy for growth, product
development, market position, expected expenditures and financial results are forward-looking
statements. Some of the forward-looking statements may be identified by words like “expects,”
“anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. These
statements are not guarantees of future performance and involve a number of risks, uncertainties
and assumptions. Many factors, including those discussed more fully elsewhere in this release and
in documents filed with the Securities and Exchange Commission by Newpark, particularly its Annual
Report on Form 10-K for the year ended December 31, 2009, as well as others, could cause results to
differ materially from those stated. These risk factors include, but are not limited to, potential
disruption of Newpark’s business and operations as it integrates the acquired Rheochem segment into
its business, political and economic conditions in the markets in which the acquired business
operates, the ability to realize the anticipated benefits from the acquisition, our customer
concentration and cyclical nature of our industry, the availability of raw materials and skilled
personnel, our market competition, the cost and continued availability of borrowed funds, our
international operations, legal and regulatory matters, including environmental regulations,
inherent limitations in insurance coverage, potential impairments of long-lived intangible assets,
technological developments in our industry, the impact of severe weather, particularly in the U.S.
Gulf Coast, and restrictions on offshore drilling activity in the Gulf of Mexico. Newpark’s
filings with the Securities and Exchange Commission can be obtained at no charge at www.sec.gov, as
well as through our website at www.newpark.com.
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