Newpark Resources Reports Material Definitive Agreement

TL;DR

NRK just signed a big deal, looks like asset sale/acquisition with new debt. Watch this space.

AI Summary

On September 13, 2024, Newpark Resources, Inc. entered into a Material Definitive Agreement related to the completion of an acquisition or disposition of assets. This also involved the creation of a direct financial obligation for the registrant. The filing indicates potential material impairments and includes Regulation FD disclosures and financial statements.

Why It Matters

This filing signals a significant corporate event for Newpark Resources, Inc., potentially involving asset changes and new financial obligations that could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement, asset disposition/acquisition, and new financial obligations, all of which carry inherent risks that could affect the company's performance.

Key Players & Entities

• Newpark Resources, Inc. (company) — Registrant
• September 13, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 72-1123385 (identifier) — I.R.S. Employer Identification No.
• 9320 Lakeside Boulevard, Suite 100 (address) — Business and mailing address
• The Woodlands (city) — City for business and mailing address
• TX (state) — State for business and mailing address
• 77381 (zip_code) — ZIP code for business and mailing address

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value NR New York Stock Exchange
• $127.5 m — the Purchaser for a base sale price of $127.5 million, adjusted by $43 million to refle
• $43 million — le price of $127.5 million, adjusted by $43 million to reflect lower estimated working capi
• $10 million — axes and certain other liabilities, and $10 million of outstanding debt (the "Sale Transact
• $56 m — . Net Sale Transaction consideration is $56 million, which reflects $70 million of ca
• $70 million — deration is $56 million, which reflects $70 million of cash proceeds received at closing, n
• $19 million — sh proceeds received at closing, net of $19 million of foreign cash conveyed with Fluids Sy
• $5 million — veyed with Fluids Systems, along with a $5 million interest-bearing seller note payable to
• $50 million — , and share buybacks under its existing $50 million share repurchase authorization. The Pu
• $175 million — itments under the Credit Agreement from $175 million to $100 million, (iii) reduce the aggre
• $100 m — e Credit Agreement from $175 million to $100 million, (iii) reduce the aggregate lette
• $15 million — ublimit under the Credit Agreement from $15 million to $10 million, (iv) provide that the f
• $10 m — he Credit Agreement from $15 million to $10 million, (iv) provide that the financial
• $200 million — -tax impairment charge of approximately $200 million in the third quarter of 2024, which inc
• $65 million — f 2024, which includes an approximately $65 million non-cash charge for the reclassificatio

Filing Documents

• nr-20240913.htm (8-K) — 48KB
• a20248ksep13exhibit21.htm (EX-2.1) — 899KB
• a20248ksep13exhibit101.htm (EX-10.1) — 72KB
• a20248ksep13exhibit991.htm (EX-99.1) — 204KB
• a20248ksep13exhibit992.htm (EX-99.2) — 19KB
• newparklogo2023.jpg (GRAPHIC) — 53KB
• nr-20240913_g1.jpg (GRAPHIC) — 53KB
• 0000071829-24-000107.txt ( ) — 1721KB
• nr-20240913.xsd (EX-101.SCH) — 2KB
• nr-20240913_lab.xml (EX-101.LAB) — 22KB
• nr-20240913_pre.xml (EX-101.PRE) — 13KB
• nr-20240913_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information with respect to the Purchase Agreement provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Sale Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information with respect to the First Amendment provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

06 Material Impairments

Item 2.06 Material Impairments. In connection with the Sale Transaction, the Company has determined that the current carrying value of Fluids Systems exceeds the agreed purchase price less costs to sell. Accordingly, the Company will recognize a pre-tax impairment charge of approximately $200 million in the third quarter of 2024, which includes an approximately $65 million non-cash charge for the reclassification of cumulative foreign currency translation losses related to Fluids Systems. The impairment charge that the Company expects to incur in connection with the Sale Transaction is subject to a number of assumptions, and the actual amount of impairment charge may differ materially from the amount currently estimated by the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 13, 2024, the Company issued a press release announcing the Sale Transaction. A copy of the press release is being furnished and is attached as Exhibit 99.2 hereto and incorporated herein by reference. The information referenced under Item 7.01 (including 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 referenced under Item 7.01 (including Exhibit 99.2 referenced in Item 9.01 below) of this Current Report on Form 8-K 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.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Newpark may also provide oral or written forward-looking statements in other materials the Company releases to the public. Words such as "will," "may," "could," "would," "should," "anticipates," "believes," "estimates," "expects," "plans," "intends," and similar expressions are intended to identify these forward-looking statements but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of Newpark management as of the filing date of this report; however, various risks, uncertainties, contingencies, and other factors, some of which are beyond the Company's control, are difficult to predict and could cause actual results, performance, or achievements to differ materially from those expressed in, or implied by, these statements. Newpark assumes no obligation to update, amend, or clarify publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed in this report might not occur. Further information regarding these and other factors, risks, and uncertainties that could cause actual results to differ, are set forth in Newpark's annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this Form 8-K. Newpark assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro Forma Financial Information. The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference: Unaudited pro forma condensed consolidated balance sheet as of June 30, 2024; and Unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2024 and for the years ended December 31, 2023, December 31, 2022, and December 31, 2021. (d) Exhibits. Exhibit No. Description 2.1* Purchase Agreement, dated as of September 13, 2024, by and between Newpark Resources, Inc. and Newpark Fluids Systems LLC. 10.1 First Amendment to Second Amended and Restated Credit Agreement dated September 13, 2024 by and among Newpark Resources, Inc., Newpark Drilling Fluids LLC, Newpark Mats & Integrated Services LLC, Newpark Mineral Grinding LLC, Dura-Base Nevada, Inc. and Newpark Real Estate Holdings LLC, as borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other Lenders party thereto. 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of Newpark Resources, Inc. 99.2 Press Release issued by Newpark Resources, Inc., dated September 13, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Schedules and exhibits have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Newpark will furnish copies of such schedules and exhibits to the U.S. Securities Exchange Commission upon request. Portions of this exhibit are redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. Newpark will promptly furnish supplementally an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

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. (Registrant) Date: September 17, 2024 By: /s/ Gregg S. Piontek Gregg S. Piontek Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR