Expro Group Holdings N.V. Signs Material Definitive Agreement

TL;DR

EXPRO signs a big deal, details to come.

AI Summary

Expro Group Holdings N.V. announced on July 25, 2024, that it has entered into a material definitive agreement. The company, formerly known as Frank's International N.V., is based in Houston, Texas, and operates in the Oil, Gas Field Services sector.

Why It Matters

This filing indicates a significant new contract or partnership for Expro Group Holdings, which could impact its future revenue and operational scope.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the specific terms and financial implications are not yet detailed, introducing some uncertainty.

Key Players & Entities

• EXPRO GROUP HOLDINGS N.V. (company) — Registrant
• Frank's International N.V. (company) — Former Company Name
• July 25, 2024 (date) — Date of Report
• 1311 Broadfield Blvd., Suite 400 Houston, TX 77084 (address) — Principal Executive Offices
• 713-463-9776 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $75 million — les ("Coretrax"), for (i) cash equal to $75 million and (ii) 6,750,000 shares of common sto
• $8 m — of the Sellers to generate proceeds of $8 million, (B) transfer such proceeds to th

Filing Documents

• fi20240724_8k.htm (8-K) — 29KB
• ex_702928.htm (EX-2.1) — 75KB
• 0001437749-24-023506.txt ( ) — 245KB
• xpro-20240725.xsd (EX-101.SCH) — 3KB
• xpro-20240725_def.xml (EX-101.DEF) — 12KB
• xpro-20240725_lab.xml (EX-101.LAB) — 15KB
• xpro-20240725_pre.xml (EX-101.PRE) — 12KB
• fi20240724_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, Expro Group Holdings N.V. (the "Company") completed the acquisition of CTL UK Holdco Limited, a company incorporated and registered in England and Wales ("Coretrax"), for (i) cash equal to $75 million and (ii) 6,750,000 shares of common stock, 0.06 nominal value per share, of the Company (the "Shares"), pursuant to the Agreement relating to the sale and purchase of CTL UK Holdco Limited, dated February 13, 2024 (as amended, the "Stock Purchase Agreement"), by and among the Company, Expro Holdings UK 3 Limited and BP INV4 Holdco Ltd and the other sellers party thereto (collectively, the "Sellers"). In connection with the acquisition of Coretrax, the Company issued 500,000 Shares into an escrow arrangement. On July 5, 2024, the lock-up transfer restrictions expired with respect to approximately 3,125,000 Shares. On July 25, 2024, the Company entered into a Deed of Amendment (the "Amendment") to the Stock Purchase Agreement with the sellers party thereto, pursuant to which, among other things, (i) the lock-up transfer restrictions were released with respect to the remaining approximately 3,125,000 Shares, (ii) all obligations relating to the true up payments and completion statement under the Stock Purchase Agreement were released and (iii) the escrow agent was instructed to (A) sell a sufficient number of Escrow Shares on behalf of the Sellers to generate proceeds of $8 million, (B) transfer such proceeds to the Company and (C) transfer the remaining Escrow Shares to the Sellers. A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed herewith.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Deed of Amendment, dated July 25, 2024, among Expro Group Holdings N.V. and the sellers party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. Dated: July 26, 2024 Expro Group Holdings N.V. By: /s/ John McAlister John McAlister General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR