Newpark Resources Announces Sale Of Fluids Systems Segment To SCF Partners; Under The Terms Of The Sale Transaction Agreement, The Base Sale Price Of The Business Is $127.5M

Newpark Resources, Inc. (NYSE:NR) ("Newpark" or the "Company") today announced that it has completed the sale of the Company's equity interests in substantially all of the Company's Fluids Systems segment ("Sale Transaction") to SCF Partners, Inc. ("SCF") a leading private equity firm serving the global energy industry.

Under the terms of the Sale Transaction agreement, the base sale price of the business is $127.5 million, adjusted by $43 million to reflect lower estimated working capital conveyed at closing as compared to the average 2023 net working capital balance, accrued taxes and certain other liabilities, and $10 million of outstanding debt. Net Sale Transaction consideration is $56 million, which reflects $70 million of cash proceeds received at closing, net of $19 million of foreign cash conveyed with the business, along with a $5 million interest-bearing seller note receivable. The final purchase price remains subject to customary adjustments based upon final working capital, accrued taxes and certain other liabilities, debt and cash conveyed at closing. As a result of the anticipated loss to be recognized on the Sale Transaction, the Company expects to generate additional U.S. federal net operating loss tax benefits of approximately $7 million to $10 million, which along with approximately $20 million of existing U.S. federal net operating loss and other credit carryforward tax benefits, will be available to offset future U.S. federal tax obligations.

Having concluded the Sale Transaction, the Fluids Systems segment will be reclassified and reported as Discontinued Operations for all periods reported.

In conjunction with the Sale Transaction, the Company's U.S. asset-based revolving credit agreement ("ABL Facility") has been amended, reducing the facility size from $175 million to $100 million, among other changes. After giving effect for the net proceeds received from the Sale Transaction, Newpark had total cash of approximately $40 million and proforma availability of approximately $55 million under the ABL Facility as of September 13, 2024. Newpark intends to use the net proceeds towards a combination of organic investments in its composite matting fleet, opportunistic inorganic growth, and share buybacks under its existing $50 million share repurchase authorization.