EXPRO GROUP HOLDINGS N.V. (XPRO): M&A transaction — Expro completes acquisition of Coretrax for $75M cash + 6.75M shares; expands credit facility

EXPRO GROUP HOLDINGS N.V.

Acquired Coretrax for $75M cash and 6.75M newly issued Expro common shares; effective May 1, 2024.
Increased revolving credit facility from $250M to $340M; drew ~$76M to finance acquisition.
Registration rights agreement provides scheduled lock-up release (50% at 90 days, 25% at 120 days, 25% at 150 days).
Coretrax CEO John Fraser and team join Expro; acquisition expands well construction and intervention solutions.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

EXPRO GROUP HOLDINGS N.V. incurred revolving credit of $250 million revolving credit facility by a further $90 million in commitments, to a total of $340 million with DNB Bank ASA as Agent, together with a consortium of banks as lenders.

Instrument: revolving credit
Principal: $250 million revolving credit facility by a further $90 million in commitments, to a total of $340 million
Counterparty: DNB Bank ASA as Agent, together with a consortium of banks as lenders
Event: incurrence

Exact text from the filing

revolving facility agreement dated October 1, 2021, as amended and/or supplemented from time to time (the “Revolving Facility Agreement”), in order to increase its existing $250 million revolving credit facility by a further $90 million in commitments, to a total of $340 million. The establishment of the incremental facility was accomplished by a notice entered

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

EXPRO GROUP HOLDINGS N.V. completed an acquisition involving Expro Holdings UK 3 Limited and BP INV4 Holdco Ltd and other sellers party thereto for $75 million cash plus 6,750,000 shares of common stock (closed 2024-05-15).

Action: acquisition
Counterparty: Expro Holdings UK 3 Limited and BP INV4 Holdco Ltd and other sellers party thereto
Consideration: $75 million cash plus 6,750,000 shares of common stock
Closing: 2024-05-15

Exact text from the filing

On May 15, 2024, the Company completed its previously announced acquisition of CTL UK Holdco Limited, a company incorporated and registered in England and Wales (“Coretrax”), with an effective date of May 1, 2024, 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

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

EXPRO GROUP HOLDINGS N.V. entered into Incremental Facility under Senior Secured Revolving Facility Agreement with DNB Bank ASA as Agent, together with a consortium of banks valued at $340 million total revolving credit facility (increased from $250 million by $90 million) (effective 2024-05-15).

Action: entry
Agreement: credit facility
Counterparty: DNB Bank ASA as Agent, together with a consortium of banks
Value: $340 million total revolving credit facility (increased from $250 million by $90 million)
Effective: 2024-05-15

Exact text from the filing

On May 15, 2024, Expro Group Holdings N.V. (the “Company”) established an incremental facility under its senior secured revolving facility agreement dated October 1, 2021, as amended and/or supplemented from time to time (the “Revolving Facility Agreement”), in order to increase its existing $250 million revolving credit facility by a further $90 million in commitments, to a total of $340 million.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

EXPRO GROUP HOLDINGS N.V. entered into Registration Rights Agreement with the sellers party to the Stock Purchase Agreement valued at Registration Rights Agreement providing for lock-up and resale registration rights (effective 2024-05-15).

Action: entry
Agreement: equity purchase
Counterparty: the sellers party to the Stock Purchase Agreement
Value: Registration Rights Agreement providing for lock-up and resale registration rights
Effective: 2024-05-15

Exact text from the filing

In connection with the closing of the Acquisition (the “Closing”), on May 15, 2024, the Company and the sellers party to the Stock Purchase Agreement (as defined below), entered into a Registration Rights Agreement (the “Registration Rights Agreement”), which provides for, among other things, (i) a lock-up on any transfer of the Shares (as defined below) post-Closing, subject to certain exceptions, which lock-up will expire with respect to (A) 50% of the Shares on the business day following 90 days after the Closing, (B) 25% of the Shares on the business day following 120 days after the Closing and (C) 25% of the Shares on the business day following 150 days after the Closing and (ii) the Company agreed to register the Shares for resale pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

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EXPRO GROUP HOLDINGS N.V. filing history →

Source: SEC EDGAR

accession 0001437749-24-017069

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