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): December 29, 2012
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
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(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
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (281) 362-6800
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(Former name or former address if changed since last report.)
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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))
Item 7.01 Regulation FD Disclosure.
On December 29, 2012, Newpark Resources, Inc. (“Newpark”) announced that it has entered into a definitive agreement to acquire substantially all of the assets and operations of Alliance Drilling Fluids, LLC and its subsidiaries (collectively, “Alliance”), a provider of drilling fluids, proppants, and related services headquartered in Midland, Texas. On December 31, 2012, Newpark announced that it has closed the acquisition of substantially all of the assets of Alliance. Cash consideration at closing was approximately $53 million, subject to adjustments for actual working capital conveyed. Additional consideration up to $4.3 million may be payable based on the profitability of the proppant business over the two year period following the acquisition. The transaction was funded through borrowings on Newpark’s revolving credit facility. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and incorporated in this Item 7.01.
The information referenced under Item 7.01 (including Exhibit 99.1 and Exhibit 99.2 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 and Exhibit 99.2 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 December 29, 2012.
99.2 Press release issued by Newpark Resources, Inc. on December 31, 2012.
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 December 31, 2012
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By:
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/s/ Gregg S. Piontek | |
| Gregg S. Piontek, Vice President and | |||
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Chief Financial Officer
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| (Principal Financial and Accounting Officer | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release issued by Newpark Resources, Inc. on December 29, 2012. | |
| 99.2 | Press release issued by Newpark Resources, Inc. on December 31, 2012. |
Exhibit 99.1
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NEWS RELEASE |
| Contacts: | Gregg Piontek, VP & CFO | |
| Newpark Resources, Inc. | ||
| 281-362-6800 | ||
| FOR IMMEDIATE RELEASE | Ken Dennard, Managing Partner | |
| Karen Roan, SVP | ||
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DRG&L
713-529-6600
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NEWPARK RESOURCES ANNOUNCES AGREEMENT
TO PURCHASE DRILLING FLUIDS BUSINESS
THE WOODLANDS, TX – December 29, 2012 – Newpark Resources, Inc. (NYSE: NR) today announced that it has entered into a definitive agreement to acquire substantially all assets and operations of Alliance Drilling Fluids, LLC (“Alliance”), a provider of drilling fluids, proppants, and related services headquartered in Midland, Texas. Under the terms of the agreement, cash consideration at closing is expected to be approximately $53 million, subject to typical adjustments for actual working capital conveyed. Additional consideration up to $4.3 million may be payable based on the profitability of the proppant business over the two year period following the acquisition. Alliance recorded revenues of $89 million and operating income of $14 million for the year ended December 31, 2011, of which approximately 50% of revenue and 40% of operating income was attributable to the proppant business. The transaction will be funded through borrowings on Newpark’s revolving credit facility and is expected to close on December 31, 2012.
Paul Howes, President and Chief Executive Officer of Newpark, stated, “We are pleased to announce this acquisition, which is consistent with our strategy to grow our Drilling Fluids business. With their core business in the Permian Basin and Eagle Ford Shale markets, the acquisition of Alliance significantly increases our market share in these important regions. Alliance, like Newpark, is focused on water-based technologies and a commitment to provide operators with best-in-class drilling fluids and engineering services.
“We expect the Alliance acquisition to be accretive to Newpark’s earnings in 2013,” concluded Howes.
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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 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, 2011, as well as others, could cause results to differ materially from those stated. These risk factors include, but are not limited to, the availability of raw materials and skilled personnel, the impact of restrictions on offshore drilling activity in the Gulf of Mexico, our customer concentration and cyclical nature of our industry, 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 our ability to execute our business strategy and make successful capital investments and business acquisitions. 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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Exhibit 99.2
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NEWS RELEASE |
| Contacts: | Gregg Piontek, VP & CFO | |
| Newpark Resources, Inc. | ||
| 281-362-6800 | ||
| FOR IMMEDIATE RELEASE | Ken Dennard, Managing Partner | |
| Karen Roan, SVP | ||
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Dennard Rupp Gray & Lascar, LLC
713-529-6600
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NEWPARK RESOURCES ANNOUNCES CLOSING OF ACQUISITION
THE WOODLANDS, TX – December 31, 2012 – Newpark Resources, Inc. (NYSE: NR) today announced that it has completed the previously announced acquisition of substantially all assets and operations of Alliance Drilling Fluids, LLC (“Alliance”), a provider of drilling fluids, proppants, and related services headquartered in Midland, Texas. Total cash consideration at closing was approximately $53 million, which was funded through borrowings on Newpark’s revolving credit facility. The purchase price is subject to further adjustments, based upon actual working capital conveyed. Additional consideration up to $4.3 million may be payable based on the profitability of the proppant distribution business over the two year period following the acquisition. Alliance recorded revenues of $89 million and operating income of $14 million for the year ended December 31, 2011, of which approximately 50% of revenue and 40% of operating income was attributable to the proppant business.
Paul Howes, President and Chief Executive Officer of Newpark, stated, “We are pleased to announce this acquisition, which is consistent with our strategy to grow our Drilling Fluids business. With their core business in the Permian Basin and Eagle Ford Shale markets, the acquisition of Alliance significantly increases our market share in these important regions. Alliance, like Newpark, is focused on water-based technologies and a commitment to provide operators with best-in-class drilling fluids and engineering services.
“We expect the Alliance acquisition to be accretive to Newpark’s earnings in 2013,” concluded Howes.
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 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, 2011, as well as others, could cause results to differ materially from those stated. These risk factors include, but are not limited to, the ability to successfully integrate the operations of Alliance Drilling Fluids, LLC and to realize the expected benefits of the transaction, the availability of raw materials and skilled personnel, the impact of restrictions on offshore drilling activity in the Gulf of Mexico, our customer concentration and cyclical nature of our industry, 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 our ability to execute our business strategy and make successful capital investments and business acquisitions. 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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