Parker Drilling Company (NYSE:PKD), an international drilling contractor and drilling services and rental tools provider, has announced the acquisition of International Tubular Services Limited (ITS) and certain affiliates, subsidiaries of ITS Tubular Services (Holdings) Limited, a privately held international rental tools and well services company.
In line with Parker's strategic goal to offer additional integrated products, services and expertise to international energy exploration and production (E&P) operators and drilling contractors, the acquisition significantly expands Parker's Rental Tools business to include ITS' strong customer base in growing international markets and additional well services. The business combination also creates opportunities to increase financial performance by leveraging operating costs and realizing tax benefits.
ITS is a leading independent provider of rental tools and well services with 2012 annual revenues of $119 million. Principal activities are renting drilling tubulars and pressure control equipment and providing casing running and fishing services. ITS serves an extensive customer base of E&P companies, drilling contractors and service companies from 22 operating facilities primarily located in the Middle East, Latin America, U.K. and Europe, and the Asia-Pacific region.
Under the terms of the agreement, Parker paid $125 million for ITS. An initial purchase price of $101 million was paid at the closing and an additional $24 million was deposited into an escrow account, which will either be paid to ITS Tubular Services (Holdings) Limited as additional purchase price when certain consents are obtained or, in certain circumstances, released to Parker. The transaction was financed with a $125 million term loan provided by Goldman Sachs Bank USA.
"Today we are further investing in a business segment we know well and an international rental tools growth strategy that we've focused on for some time," said Gary Rich, president and chief executive officer of Parker Drilling. "ITS is one of the industry's leading independent international rental tools and well service companies with a broad footprint and a strong portfolio of products and service capabilities. By expanding our geographic presence and services offering, we are positioning ourselves to better serve the growing needs of international E&P operators and drilling contractors."
Joe Chandler, previously chief executive officer of International Tubular Services (Holdings) Limited and now vice president of Parker's International Rental Tools business unit, commented, "This is an exciting combination. With the support of Parker, ITS is now in a better condition to provide the best solutions for our customers. As part of Parker, a company with a respected reputation, financial strength, process discipline and dedication to people, we expect to continue to grow our ability to deliver premier rental tools services on a global scale."
"This acquisition creates immediate advantages for Parker," Mr. Rich said. "It increases our geographic and product line diversity and enhances our ability to deliver innovative, reliable and efficient results to our customers. We are confident this transaction will provide attractive financial returns and compelling cost and tax benefits that will improve profitability and drive increased value for our shareholders."
For this transaction, Goldman, Sachs & Co. acted as financial advisor, Ernst &Young LLP provided advisory services, and Baker Botts LLP acted as Parker's legal advisor.