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): October 25, 2006
ALLIS-CHALMERS ENERGY INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-02199
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39-0126090 |
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(Commission File
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(I.R.S. Employer Identification |
| incorporation or organization)
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Number)
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No.) |
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| 5075 Westheimer |
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| Suite 890 |
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| Houston, Texas
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77056 |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 369-0550
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On October 25, 2006, Allis-Chalmers Energy Inc., a Delaware corporation (the “Company”)
entered into an asset purchase agreement (the “Agreement”) with Oil & Gas Rental Services, Inc., a
Louisiana corporation (“Seller”), to purchase substantially all of the assets and properties of
Seller used in its business of providing specialized rental tool equipment to oil and gas
companies. The consideration for the acquisition consists of (i) $291 million in cash and (ii) 3.2
million shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).
The purchase price is subject to post-closing adjustments based on the amount of Seller’s working
capital as of the closing date. In addition, upon execution of the Agreement, the Company
deposited $9,000,000 in an interest bearing account maintained by Seller. The deposit will be
credited against the cash portion of the purchase price at the closing, unless the closing does not
occur on or prior to December 31, 2006, and as of such date, all of the deposit forfeiture
conditions in the Agreement have been satisfied (in which case, Seller would retain the $9,000,000
as liquidated damages). The Agreement contains customary representations, warranties, covenants,
non-compete agreements, conditions to closing and mutual indemnification provisions.
In addition, the Agreement provides that, as a condition to Seller’s obligation to close, the
Company must enter into an investor rights agreement with Seller. The Company anticipates that,
pursuant and subject to the terms, conditions and limitations set forth in the investor rights
agreement:
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upon closing of the acquisition, Seller shall have the right to designate one nominee
for election to the Company’s board of directors; |
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one year after the closing date, the Company will be required to file with the
Securities and Exchange Commission a shelf registration statement registering the offer and
resale by Seller of all the shares of Common Stock issued to Seller pursuant to the
Agreement; and |
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Seller will have “piggyback” registration rights to include such shares in the first
two registered offerings of Common Stock by the Company that occur at least one year after
the closing date (other than certain specifically excluded registrations). |
A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference
into this Item 1.01. The foregoing description of the Agreement and the transactions contemplated
thereby is qualified in its entirety by reference to the full text of the Agreement.
Item 7.01 Regulation FD Disclosure.
The Company has received a commitment, subject to customary conditions, from Royal Bank of
Canada to extend a bridge loan to finance the cash portion of the purchase price for the
acquisition described in Item 1.01 above.
Item 8.01 Other Events.
On October 26, 2006, the Company issued a press release announcing that the Company entered
into the Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description |
10.1
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Asset Purchase Agreement, dated October 25, 2006, by
and between Allis-Chalmers Energy Inc. and Oil & Gas
Rental Services, Inc. |
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99.1
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Press Release, dated October 26, 2006. |