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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Expro Group Holdings N.V.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 29, 2025 |
Exhibit 10.2 Execution Version Dated 23 July 2025 Revolving and Bridge Facility Agreement between Expro Group Holdings N.V. as Parent DNB (UK) Limited, HSBC UK Bank plc, The Royal Bank of Scotland plc, Wells Fargo Bank, National Association, Citibank, N.A. London Branch as Arrangers DNB Bank ASA, London Branch as Agent and as Security Agent Table of Contents Page 1. Definitions and Interpretation |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 29, 2025 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (C |
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| July 29, 2025 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Expro Group Holdings N.V. Announces Second Quarter 2025 Results, Reaffirms Full-Year Guidance, and Remains Committed to Shareholder Return Targets HOUSTON - July 29, 2025 – Expro Group Holdings N.V. (NYSE: XPRO) (the “Company” or “Expro”) today reported financial and operational results for the three and six months ended June 30, 2025. Second Quarte |
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| July 29, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 00 |
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| July 29, 2025 |
Letter agreement, dated May 6, 2025, with Sergio Maiworm. Exhibit 10.1 Expro Group Holdings N.V. 1311 Broadfield Boulevard, Ste 400 Houston, Texas 77084 expro.com 6 May 2025 Sergio Maiworm 5401 Fairdale Lane Houston, Texas 77056 Dear Sergio, We are pleased to extend an offer of employment to you for the position of Chief Financial Officer of Expro Group Holdings, N.V., a limited liability company organized under the laws of the Netherlands (the “Company” |
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| June 16, 2025 |
Expro announces new Chief Financial Officer Exhibit 99.1 Expro announces new Chief Financial Officer HOUSTON – June 12, 2025 – Expro Group Holdings N.V. (NYSE: XPRO) today announced the appointment of Sergio Maiworm as Chief Financial Officer, effective June 30, 2025. Mr Maiworm succeeds Quinn Fanning, who will be leaving the company. This change reflects the company’s focus on aligning its leadership structure with its evolving strategy an |
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| June 16, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 10, 2025 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Comm |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 5, 2025 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Commi |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT Expro Group Holdings N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-36053 (State or other jurisdiction of incorporation) (Commission File Number) 1311 Broadfield Blvd., Suite 400 Houston, TX 77084 (Address of principal executive offices) (Zip Code) John McA |
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| May 29, 2025 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report Expro Group Holdings N.V. - For the reporting period from January 1 to December 31, 2024 Company Overview This report has been prepared by the management of Expro Group Holdings N.V. (herein referred to as the “Company,” “we,” “us,” or “our”). The information includes the activities of all majority-owned subsidiaries and variable interest entities that are req |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2025 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) ( |
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| April 30, 2025 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES First QUARTER 2025 RESULTS Solid performance in a dynamic operating environment and winter season affected first quarter, with revenue of $391 million. Adjusted EBITDA1 of $76 million was the highest first quarter Adjusted EBITDA results since completing the Expro/Frank’s merger in the fourth quarter of 2021, Adju |
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| April 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0 |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 11, 2025 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 25, 2025 |
Expro Group Holdings N.V. Insider Trading Policy. Exhibit 19.1 EXPRO GROUP HOLDINGS N.V. INSIDER TRADING POLICY (Adopted as of July 26, 2013; Last reviewed and affirmed on July 23, 2024) This Insider Trading Policy (this “Policy”) provides rules for directors, officers and employees of Expro Group Holdings N.V. (the “Company”) with respect to transactions in the Company’s securities (such as common stock) and derivative securities relating to the |
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| February 25, 2025 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS Fourth quarter revenue of $437 million, up 3% sequentially and up 7% year-over-year. Full-year 2024 revenue of $1,713 million, up 13% year-over-year. Fourth quarter Adjusted EBITDA1 of $100 million, up 18% both sequentially and year-over-year. Fourth quarter Adjusted EBITDA margin1 of 23%, up |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36053 Expro Group Ho |
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| February 25, 2025 |
List of Subsidiaries of Expro Group Holdings N.V. Exhibit 21.1 LIST OF SUBSIDIARIES OF EXPRO GROUP HOLDINGS N.V. Entity Jurisdiction CTL UK Holdco Ltd United Kingdom Exploration and Production Services (Holdings) Ltd United Kingdom Expro Gulf Ltd Cyprus Expro Holdings UK 2 Ltd United Kingdom Expro Holdings UK 3 Ltd United Kingdom Expro Holdings UK 4 Ltd United Kingdom Expro Holdings US Inc. Delaware, USA Expro International B.V. The Netherlands E |
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| February 25, 2025 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 25, 2025 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) ( |
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| February 25, 2025 |
Description of Common Stock of the Registrant. Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The material provisions of our articles of association and particular provisions of Dutch law relevant to our statutory existence and the Dutch Corporate Governance Code are summarized below. This summary does not restate our articles of association or relevant Dutch law in their entirety. The articles of association, and not this summary, define the rights |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2024 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Emplo |
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| October 24, 2024 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES Third QUARTER 2024 RESULTS Revenue of $423 million, down 10% sequentially and up 14% year-over-year. Net income of $16 million, as compared to net income of $15 million for the second quarter of 2024 and net loss of $14 million for the third quarter of 2023. Net income margin was 4% for the third quarter of 2024, |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 24, 2024 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) |
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| October 24, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file numbe |
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| August 13, 2024 |
-12-31Q22024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission fi |
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| July 26, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2024 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Employer |
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| July 26, 2024 |
Exhibit 2.1 DATE: 25 JULY 2024 DEED OF AMENDMENT Among SELLER REPRESENTATIVES and EXPRO GROUP HOLDINGS N.V. and KENNY MURRAY and BRICE MARC BOUFFARD and MICHAEL ANTHONY DE RHUNE THIS DEED IS MADE ON 25 JULY 2024 AMONG: (1) BP INV4 HOLDCO LTD a company incorporated and registered in England and Wales with number 11701047 which has its registered office at International House, 36-38 Cornhill, London |
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| July 25, 2024 |
Exhibit 10.1 EXECUTION VERSION Incremental Facility Notice To: DNB Bank ASA, London Branch as Agent and as Security Agent From: Expro Group Holdings N.V. as the Parent and each entity listed in Schedule 1 (Incremental Facility Commitment) as an Incremental Facility Lender (individually, an “Incremental Facility Lender” and collectively, “Incremental Facility Lenders”; and Wells Fargo Bank, Nationa |
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| July 25, 2024 |
Exhibit 2.3 EXECUTION VERSION DATE: 8 JULY 2024 DEED OF AMENDMENT Among SELLER REPRESENTATIVES and EXPRO GROUP HOLDINGS N.V. and JOHN KENNETH FRASER MURRAY and BRICE MARC BOUFFARD and MICHAEL ANTHONY DE RHUNE THIS DEED IS MADE ON 8 JULY 2024 AMONG: (1) BP INV4 HOLDCO LTD a company incorporated and registered in England and Wales with number 11701047 which has its registered office at International |
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| July 25, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 00 |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2024 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (C |
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| July 25, 2024 |
Exhibit 2.2 DATE: 15 MAY 2024 DEED OF AMENDMENT AND WAIVER Among SELLER REPRESENTATIVES and EXPRO GROUP HOLDINGS N.V. and KENNY MURRAY and BRICE MARC BOUFFARD and MICHAEL ANTHONY DE RHUNE CMS Cameron McKenna Nabarro Olswang LLP 6 Queens Road Aberdeen AB15 4ZT T +44 1224 622002 F +44 1224 622066 cms.law THIS DEED IS MADE ON 15 MAY 2024 AMONG: (1) BP INV4 HOLDCO LTD a company incorporated and regist |
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| July 25, 2024 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES Second QUARTER 2024 RESULTS and UPDATES FULL-YEAR GUIDANCE Revenue of $470 million, up 22% sequentially and up 18% year-over-year. Net income of $15 million, as compared to net loss of $3 million for the first quarter of 2024 and net income of $9 million for the second quarter of 2023. Net income margin was 3% for |
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| July 25, 2024 |
Exhibit 10.2 EXPRO GROUP HOLDINGS N.V. SHARESAVE SCHEME (UK) – A SUB-PLAN UNDER THE EXPRO GROUP HOLDINGS N.V. 2023 EMPLOYEE STOCK PURCHASE PLAN Effective Date: 1 July 2024 The Plan is a discretionary benefit offered by Expro Group Holdings N.V. for the benefit of its UK employees. Its main purpose is to increase the interest of the UK employees in Expro Group Holding N.V.’s long term business goal |
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| July 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) EXPRO GROUP HOLDINGS N. |
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| July 8, 2024 |
6,750,000 Shares Expro Group Holdings N.V. Common Stock Table of Contents Filed pursuant to Rule 424(b)(7) Registration No. 333-269193 PROSPECTUS SUPPLEMENT (To Prospectus dated January 12, 2023) 6,750,000 Shares Expro Group Holdings N.V. Common Stock This prospectus supplement relates to the offer and sale of up to an aggregate of 6,750,000 shares of our common stock, €0.06 nominal value per share (our “common stock”), by the selling shareholders name |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction of Incorporation) (Commissi |
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| May 31, 2024 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report Expro Group Holdings N.V. - For the reporting period from January 1 to December 31, 2023 Company Overview This report has been prepared by the management of Expro Group Holdings N.V. (herein referred to as the “Company,” “we,” “us,” or “our”). The information includes the activities of all majority-owned subsidiaries and variable interest entities that are req |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT Expro Group Holdings N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-36053 (State or other jurisdiction of incorporation) (Commission File Number) 1311 Broadfield Blvd., Suite 400 Houston, TX 77084 (Address of principal executive offices) (Zip Code) John McA |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 23, 2024 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Commi |
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| May 22, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Expro Group Holdings N.V. (f/k/a Frank's International N.V.) (Name of Issuer) Common Stock, €0.06 nominal value per share (Title of Class of Securities) N3144W105 (CUSIP Number) Gregory S. Rubin Oak Hill Advisors, L.P. One Vanderbilt Avenue – 16th Floor New York, NY |
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| May 15, 2024 |
EXPRO EXPANDS PRESENCE AND PRODUCT OFFERINGS, COMPLETES ACQUISITION OF UK-BASED CORETRAX Exhibit 99.1 EXPRO EXPANDS PRESENCE AND PRODUCT OFFERINGS, COMPLETES ACQUISITION OF UK-BASED CORETRAX HOUSTON – May 15, 2024 – Expro (NYSE: XPRO), a leading provider of energy services, has completed its acquisition of Coretrax, a technology leader in performance drilling tools and wellbore cleanup, well integrity, and production optimization solutions based in Aberdeen, Scotland. The effective da |
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| May 15, 2024 |
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT by and among EXPRO GROUP HOLDINGS N.V. and THE SHAREHOLDERS PARTY HERETO Dated as of May 15, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Registrable Securities 5 ARTICLE 2 REGISTRATION RIGHTS 5 Section 2.1 Shelf Registration. 5 Section 2.2 Piggyback Registration. 7 Section 2.3 Sale Procedures 9 Section 2.4 Coop |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Employer o |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 25, 2024 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE CORRECTING and REPLACING Expro Group Holdings N.V. Announces First Quarter 2024 Results Revenue of $383 million, down 6% sequentially and up 13% year-over-year. Net loss of $3 million, as compared to net loss of $12 million for the fourth quarter of 2023 and a net loss of $6 million for the first quarter of 2023. Net loss margin was (1)% for the fir |
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| April 25, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 EXPRO GROUP HOLDINGS N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Employer |
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| April 25, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2024 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) ( |
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| April 25, 2024 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES First QUARTER 2024 RESULTS Revenue of $383 million, down 6% sequentially and up 13% year-over-year. Net loss of $3 million, as compared to net loss of $12 million for the fourth quarter of 2023 and a net loss of $6 million for the first quarter of 2023. Net loss margin was (1)% for the first quarter of 2024, compa |
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| April 25, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0 |
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| April 25, 2024 |
Exhibit 10.1 WELLS FARGO BANK, NATIONAL ASSOCIATION 1000 Louisiana Street, 12th Floor Houston, Texas 77002 WELLS FARGO SECURITIES, LLC Duke Energy Center 550 South Tryon Street, 7th Floor Charlotte, NC 28202 CONFIDENTIAL FEBRUARY 12, 2024 Exploration and Production Services (Holdings) Limited Expro Holdings US, Inc. Frank’s International LP B.V. c/o Expro Holdings UK 2 Limited, as Obligors’ Agent |
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| April 19, 2024 |
EXPRO GROUP HOLDINGS N.V. 1311 Broadfield Boulevard, Suite 400 Houston, Texas 77084 EXPRO GROUP HOLDINGS N.V. 1311 Broadfield Boulevard, Suite 400 Houston, Texas 77084 April 19, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Myra Moosariparambil Raj Rajan Re: Expro Group Holdings N.V. Form 10-K for the Year Ended December 31, 2023 Form 8-K filed Febr |
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| March 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| March 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| February 21, 2024 |
Description of Common Stock of the Registrant. Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The material provisions of our articles of association and particular provisions of Dutch law relevant to our statutory existence and the Dutch Corporate Governance Code are summarized below. This summary does not restate our articles of association or relevant Dutch law in their entirety. The articles of association, and not this summary, define the rights |
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| February 21, 2024 |
List of Subsidiaries of Expro Group Holdings N.V. Exhibit 21.1 LIST OF SUBSIDIARIES OF EXPRO GROUP HOLDINGS N.V. Entity Jurisdiction Blackhawk Specialty Tools de Mexico S. de RL de C.V. Mexico Blackhawk Specialty Tools, LLC Texas, USA Exploration and Production Services (Holdings) Ltd United Kingdom Expro Americas LLC Delaware, USA Expro Argentina, S.R.L. Argentina Expro Benelux Limited United Kingdom Expro Eurasia Limited United Kingdom Expro Gr |
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| February 21, 2024 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS Strong operational performance and profitable growth driven by a rebound of NLA activity and acquisition of PRT Offshore. Revenue of $407 million for the fourth quarter, up 10% sequentially. Revenue of $1,513 million for the full year, up 18% year-over-year. Net loss of $12 million for the fo |
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| February 21, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 21, 2024 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) ( |
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| February 21, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36 |
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| February 21, 2024 |
Expro Group Holdings N.V. Compensation Recovery Policy. Exhibit 97.1 EXPRO GROUP HOLDINGS N.V. COMPENSATION RECOVERY POLICY (Adopted as of October 2, 2023) The Board of Directors of Expro Group Holdings N.V. (the “Board”), has determined that it is appropriate to adopt this Compensation Recover Policy (the “Policy”), which provides for the recovery of erroneously awarded Incentive-based Compensation (as defined below) from current and former execut |
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| February 14, 2024 |
XPRO / Expro Group Holdings N.V. / HPS Investment Partners, LLC Passive Investment United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Expro Group Holdings N.V. (Name of Issuer) Common Stock, €0.06 nominal value per share (Title of Cl |
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| February 14, 2024 |
Exhibit 2.1 DATED 13 FEBRUARY 2024 (1) THE INSTITUTIONAL SELLER (2) THE MANAGEMENT SELLERS (3) THE INDIVIDUAL SELLERS (4) THE PURCHASER - and - (5) HOLDINGS 3 AGREEMENT relating to the sale and purchase of CTL UK Holdco Ltd CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. SALE AND PURCHASE OF SHARES 21 3. CONSIDERATION 22 4. CONDITIONS TO COMPLETION 25 5. PERIOD BEFORE COMPLETION 27 6. |
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| February 14, 2024 |
Exhibit 99.1 EXPRO TO ENHANCE WELL CONSTRUCTION AND WELL INTERVENTION & INTEGRITY OFFERINGS WITH ACQUISITION OF ABERDEEN SCOTLAND-BASED CORETRAX HOUSTON – February 12, 2024 – Expro (NYSE: XPRO), a leading provider of energy services, today announced it had entered into a definitive agreement (subject to customary closing conditions and working capital adjustments) to acquire Coretrax, a technology |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2024 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Emplo |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2023 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Emplo |
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| November 16, 2023 |
As filed with the Securities and Exchange Commission on November 16, 2023 As filed with the Securities and Exchange Commission on November 16, 2023 Registration No. |
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| November 16, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 Expro Group Holdings N.V. (Exact name of Registrant as Specified in Its Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction of Incorporation ) |
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| November 16, 2023 |
1,844,435 Shares Expro Group Holdings N.V. Common Stock Table of Contents Filed pursuant to Rule 424(b)(7) Registration No. 333-269193 PROSPECTUS SUPPLEMENT (To Prospectus dated January 12, 2023) 1,844,435 Shares Expro Group Holdings N.V. Common Stock This prospectus supplement relates to the offer and sale of up to an aggregate of 1,844,435 shares of our common stock, €0.06 nominal value per share (our “common stock”), by the selling shareholder named |
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| November 16, 2023 |
Expro Group Holdings N.V. 2023 Employee Stock Purchase Plan. Exhibit 99.1 EXPRO GROUP HOLDINGS N.V. 2023 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE AND SCOPE OF THE PLAN; DEFINITIONS Section 1.1 Purpose. Expro Group Holdings, N.V. (the “Company”) previously adopted the Expro Group Holdings N.V. 2023 Employee Stock Purchase Plan (the “Plan”) to encourage employee participation in the ownership and economic progress of the Company. The Plan is intended to |
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| November 16, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) EXPRO GROUP HOLDINGS N. |
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| November 16, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Expro Group Holdings N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock |
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| October 26, 2023 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 26, 2023 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) |
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| October 26, 2023 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES THIRD QUARTER 2023 RESULTS Revenue of $370 million, down 7% sequentially and up 11% year-over-year. Net loss of $14 million, as compared to net income of $9 million for the second quarter of 2023 and net loss of $18 million for the third quarter of 2022. Adjusted EBITDA1 of $50 million, down 31% sequentially and u |
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| October 26, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file numbe |
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| October 11, 2023 |
Exhibit 10.1 EXECUTION VERSION Note: Certain identified information has been excluded from this exhibit because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Dated 6 October 2023 Amendment and Restatement Agreement in respect of (1) a Revolving Facility Agreement originally dated 1 October 2021 (and as amended pursuant to an amendment agreement |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2023 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Employe |
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| September 18, 2023 |
SC 13D/A 1 p23-2416sc13da.htm EXPRO GROUP HOLDINGS N.V. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Expro Group Holdings N.V. (f/k/a Frank's International N.V.) (Name of Issuer) Common Stock, €0.06 nominal value per share (Title of Class of Securities) N3144W105 (CUSIP Number) Gregory S. Rubin Oak Hill Adviso |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 27, 2023 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (C |
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| July 27, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 00 |
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| July 27, 2023 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES SECOND QUARTER 2023 RESULTS Revenue of $397 million, up 17% sequentially and up 27% year-over-year. Net income of $9 million, up sequentially from net loss of $6 million and up year-over-year from net loss of $4 million. Adjusted EBITDA1 of $72 million, up 71% sequentially and up 40% year-over-year. Adjusted EBITD |
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| June 15, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Expro Group Holdings N.V. (f/k/a Frank's International N.V.) (Name of Issuer) Common Stock, €0.06 nominal value per share (Title of Class of Securities) N3144W105 (CUSIP Number) Gregory S. Rubin Oak Hill Advisors, L.P. One Vanderbilt Avenue – 16th Floor New York, NY |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Commi |
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| May 5, 2023 |
DEFA14A 1 fi20230502defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On |
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| May 4, 2023 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES FIRST QUARTER 2023 RESULTS Revenue of $339 million, down 3% sequentially and up 21% year-over-year Adjusted EBITDA1 of $42 million ($53 million, excluding $11 million of mobilization costs, and start-up and commissioning costs associated with the Company’s now operational light well intervention, or LWI, system), |
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| May 4, 2023 |
Exhibit 10.2 EXPRO GROUP HOLDINGS N.V. RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibits A and B (this “Agreement”) evidences an award made as of the day of 20 (the “Date of Grant”), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the “Company”), and (the “Employee”). The Company and Employee may be referred t |
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| May 4, 2023 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Com |
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| May 4, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0 |
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| May 4, 2023 |
Exhibit 10.1 EXPRO GROUP HOLDINGS N.V. RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibit A (this “Agreement”) evidences an award made as of the day of 20, (the “Date of Grant”), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the “Company”), and (the “Employee”). The Company and Employee may be referred to indi |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Employer |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Employer |
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| March 27, 2023 |
Exhibit 10.1 (1) EXPRO OVERSEAS INC. (2) ALISTAIR GEORGE SINCLAIR GEDDES SERVICE AGREEMENT CONTENTS Clause Page 1. DEFINITIONS 1 2. APPOINTMENT, NOTICE AND PLACE OF WORK 4 3. DUTIES 5 4. REMUNERATION 8 5. EXPENSES 8 6. AIR TRAVEL 8 7. PENSION ALLOWANCE 9 8. MEDICAL AND LIFE INSURANCE 9 9. SICKNESS 9 10. HOLIDAYS 9 11. CONFIDENTIALITY 10 12. INVENTIONS AND COPYRIGHT 11 13. TERMINATION 13 14. RESTRI |
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| March 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| February 23, 2023 |
Exhibit 10.5 EXECUTION VERSION Dated 18 May 2022 First Amendment Agreement in respect of a Revolving Facility Agreement dated 1 October 2021 between Expro Holdings UK 2 Limited as Obligors’ Agent and DNB Bank ASA, London Branch as Agent Table of Contents Page 1. Definitions and Interpretation 1 2. Amendments to the Revolving Facility Agreement 2 3. Reorganisation Undertakings 2 4. Confirmations 2 |
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| February 23, 2023 |
List of Subsidiaries of Expro Group Holdings N.V. Exhibit 21.1 LIST OF SUBSIDIARIES OF EXPRO GROUP HOLDINGS N.V. Entity Jurisdiction Blackhawk Specialty Tools de Mexico S. de RL de C.V. Mexico Blackhawk Specialty Tools, LLC Texas, USA Exploration and Production Services (Holdings) Ltd United Kingdom Expro Americas LLC Delaware, USA Expro Argentina, S.R.L. Argentina Expro Benelux Limited United Kingdom Expro Eurasia Limited United Kingdom Expro Gr |
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| February 23, 2023 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS Robust operational performance and profitable growth driven by breadth of portfolio, depth of expertise, global operating footprint and strong financial profile Realized annualized merger-related cost synergies of approximately $66 million through fourth quarter of 2022, t |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2023 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) ( |
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| February 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36 |
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| February 23, 2023 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The material provisions of our articles of association and particular provisions of Dutch law relevant to our statutory existence and the Dutch Corporate Governance Code are summarized below. This summary does not restate our articles of association or relevant Dutch law in their entirety. The articles of association, and not this summary, define the rights |
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| February 14, 2023 |
FI / Frank's International NV / ANGELO GORDON & CO., L.P. - SC 13G/A Passive Investment SC 13G/A 1 d443587dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Expro Group Holdings N.V. (Name of Issuer) Common Shares, €0.06 nominal value per share (Title of Class of Securiti |
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| January 20, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Expro Group Holdings N.V. (f/k/a Frank's International N.V.) (Name of Issuer) Common Stock, €0.06 nominal value per share (Title of Class of Securities) N3144W105 (CUSIP Number) Gregory S. Rubin Oak Hill Advisors, L.P. One Vanderbilt Avenue – 16th Floor New York, NY |
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| January 18, 2023 |
Exhibit 4.1 Execution Version AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of January 18, 2023 by Expro Group Holdings N.V., a Netherlands limited liability company (Naamloze Vennootschap) (the “Company”), and the shareholders party hereto (the “Oak Hill Holders”). Capitalized terms used but not otherwise defin |
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| January 18, 2023 |
EX-1.1 2 d448887dex11.htm EX-1.1 Exhibit 1.1 Expro Group Holdings N.V. Common Stock, €0.06 nominal value Underwriting Agreement January 12, 2023 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Ma |
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| January 18, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2023 Expro Group Holdings N.V. (Exact Name of Registrant as Specified in Charter) The Netherlands 001-36053 98-1107145 (State or Other Jurisdiction (Commission (IRS Employ |
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| January 17, 2023 |
EX-FILING FEES 2 d406203dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) EXPRO GROUP HOLDINGS N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum |
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| January 17, 2023 |
8,000,000 Shares Expro Group Holdings N.V. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-269193 PROSPECTUS SUPPLEMENT (To Prospectus dated January 12, 2023) 8,000,000 Shares Expro Group Holdings N.V. Common Stock The selling shareholders identified in this prospectus supplement are offering 8,000,000 shares of our common stock. We are not selling any shares of common stock under this prospectus supplement and the |
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| January 12, 2023 |
As filed with the Securities and Exchange Commission on January 12, 2023 Table of Contents As filed with the Securities and Exchange Commission on January 12, 2023 Registration No. |
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| January 12, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On October 1, 2021 (the “Closing Date”), Expro Group Holdings N.V., a public company organized under the laws of the Netherlands formerly named Frank’s International N.V. (“Expro,” the “Company,” or the “Combined Company”), completed its merger (the “Merger”) with Expro Group Holdings International Limited, an exempted compa |
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| January 12, 2023 |
Subject to Completion Preliminary Prospectus Supplement dated January 12, 2023 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-269193 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is |
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| January 12, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 12, 2023 Expro Group Holdings N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) ( |
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| January 12, 2023 |
Calculation of Filing Fee Tables. Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) EXPRO GROUP HOLDINGS N. |
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| November 3, 2022 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 3, 2022 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) |
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| November 3, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file numbe |
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| November 3, 2022 |
Exhibit 10.2 EXPRO GROUP HOLDINGS N.V. RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?) evidences an award made as of the [] day of [], 20[] (the ?Date of Grant?), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the ?Company?), and [NAME] (the ?Grantee?). 1. The Grant. Pursuant to the EXPRO GROUP HOLDINGS N.V |
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| November 3, 2022 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES THIRD QUARTER 2022 RESULTS Operational Performance Driven by Balanced Growth Across Geographies and Supported by Robust Activity in Key International and Offshore Markets Achieved $62 million of Cost Synergies in First Year Post-Transaction Close, Exceeding Target by 13% HOUSTON - November 3, 2022 - Expro Group Ho |
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| August 4, 2022 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES SECOND QUARTER 2022 RESULTS Delivered robust operational performance as breadth of portfolio, depth of expertise, global operating footprint and strong financial profile enabled growth Opportunistically repurchased 1% of shares outstanding under recently announced stock repurchase program HOUSTON - August 4, 2022 |
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| August 4, 2022 |
Exhibit 10.1 Execution Version CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this ?Agreement?) is entered into as of the 1st day of October, 2021, by and between Expro Group Holdings N.V., a public limited liability company organized and existing under the laws of The Netherlands (the ?Company?), and [NAME], an individual (the ?Director?), and is effective upon the date of the Director |
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| August 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 00 |
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| August 4, 2022 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2022 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) ( |
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| August 4, 2022 |
Exhibit 10.2 Incremental Facility Notice To: DNB Bank ASA, London Branch as Agent and as Security Agent From: Expro Group Holdings N.V. as the Parent and the entity listed in the Schedule 1 as Incremental Facility Lender (the ?Incremental Facility Lender?) Dated: 21 July 2022 Expro Group Holdings N.V. - Revolving Facility Agreement dated 1 October 2021, as amended (the ?Revolving Facility Agreemen |
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| July 5, 2022 |
Power of Attorney (included on signature page hereto). As filed with the Securities and Exchange Commission on July 5, 2022 Registration No. |
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| July 5, 2022 |
EX-FILING FEES 6 d472908dexfilingfees.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Expro Group Holdings N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price |
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| July 5, 2022 |
Exhibit 99.1 EXPRO GROUP HOLDINGS N.V. 2022 LONG-TERM INCENTIVE PLAN, EFFECTIVE MAY 25, 2022 TABLE OF CONTENTS Page 1. Purpose of the Plan 1 2. Definitions 1 3. Administration 6 (a) Authority of the Committee 6 (b) Manner of Exercise of Committee Authority 7 (c) Limitation of Liability 7 4. Stock Subject to Plan 8 (a) Overall Number of Shares Available for Delivery 8 (b) Application of Limitation |
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| June 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 25, 2022 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Commi |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 5, 2022 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 5, 2022 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Com |
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| May 5, 2022 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES FIRST QUARTER 2022 RESULTS Delivered solid performance in the first quarter as scale, broad portfolio, global operating footprint, through-cycle capabilities and strong financial profile enabled year-over-year growth Offshore Technology Conference (OTC) Spotlight on New Technology? Award HOUSTON - May 5, 2022 - Ex |
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| May 5, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0 |
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| May 5, 2022 |
Exhibit 10.2 PRIVATE AND CONFIDENTIAL To: DNB Bank ASA, London Branch 8th Floor, The Walbrook Building 25 Walbrook London EC4N 8AF (as Agent under the Revolving Facility Agreement referred to below) Attn: Kay Newman Fax: + 44 207 283 6931 Email: [email protected] 10 March 2022 Dear Sirs or Madams, CONSENT REQUEST LETTER We refer to the revolving facility agreement originally dated 1 October 2021 b |
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| April 1, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 8, 2022 |
Exhibit 10.30 AMENDMENT ONE TO THE FRANK?S INTERNATIONAL N.V. AMENDED AND RESTATED U.S. EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN RECITALS WHEREAS, Expro Group Holdings N.V (f/k/a Frank?s International N.V.) (the ?Company?) previously adopted the Frank?s International N.V. Amended and Restated U.S. Executive Change in Control Severance Plan (the ?Plan?) for the benefit of its qualifying employees |
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| March 8, 2022 |
Exhibit 10.11 (1) EXPRO NORTH SEA LTD (2) MR JOHN MCALISTER SERVICE AGREEMENT CONTENTS Clause Page 1 DEFINITIONS 1 2 APPOINTMENT, NOTICE AND PLACE OF WORK 5 3 DUTIES 6 4 REMUNERATION 8 5 EXPENSES 9 6 CAR ALLOWANCE 9 7 PENSION ALLOWANCE 9 8 MEDICAL AND LIFE INSURANCE 9 9 SICKNESS 10 10 HOLIDAYS 10 11 CONFIDENTIALITY 10 12 INVENTIONS AND COPYRIGHT 12 13 TERMINATION 13 14 RESTRICTIONS 15 15 PRIOR AGR |
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| March 8, 2022 |
Expro Group Holdings N.V. Amended and Restated Employee Stock Purchase Plan. Exhibit 10.16 EXPRO GROUP HOLDINGS N.V. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE AND SCOPE OF THE PLAN Section 1.1 Purpose. The Expro Group Holdings N.V. Amended and Restated Employee Stock Purchase Plan is intended to encourage employee participation in the ownership and economic progress of the Company. Section 1.2 Definitions. Unless the context clearly indicates othe |
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| March 8, 2022 |
Exhibit 10.20 FRANK?S INTERNATIONAL N.V. U.S. EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibits A and B (this ?Agreement?) evidences an award made as of the day of February, XX 2020 (the ?Date of Grant?), between FRANK?S INTERNATIONAL N.V., a limited liability company organized in the Netherlands (the ?Company?), and (the ?Employee?). The Compan |
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| March 8, 2022 |
Exhibit 10.2 Execution Version DIRECTOR NOMINATION AGREEMENT This DIRECTOR NOMINATION AGREEMENT (this ?Agreement?) is entered into on March 10, 2021 to be effective as of the Effective Time by and among the Mosing Parties (as defined herein), Oak Hill Advisors, L.P., a Delaware limited partnership (?Oak Hill?), Frank's International N.V., a public company organized under the laws of the Netherland |
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| March 8, 2022 |
List of Subsidiaries of Expro Group Holdings N.V. Exhibit 21.1 LIST OF SUBSIDIARIES OF EXPRO GROUP HOLDINGS N.V. Entity Jurisdiction Blackhawk Specialty Tools de Mexico S. de RL de C.V. Mexico Blackhawk Specialty Tools, LLC Texas, USA Exploration and Production Services (Holdings) Ltd United Kingdom Expro Americas LLC Delaware, USA Expro Argentina, S.R.L. Argentina Expro Benelux Limited United Kingdom Expro Eurasia Limited United Kingdom Expro Gr |
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| March 8, 2022 |
Exhibit 10.23 EXPRO GROUP HOLDINGS N.V. RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?) evidences an award made as of the 1st day of October, 2021 (the ?Date of Grant?), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the ?Company?), and [NAME] (the ?Grantee?). 1. The Grant. Pursuant to the EXPRO GROUP HOLDI |
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| March 8, 2022 |
Exhibit 10.21 FRANK?S INTERNATIONAL N.V. U.S. EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibits A and B (this ?Agreement?) evidences an award made as of the day of February, 2021 (the ?Date of Grant?), between FRANK?S INTERNATIONAL N.V., a limited liability company organized in the Netherlands (the ?Company?), and (the ?Employee?). The Company a |
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| March 8, 2022 |
Exhibit 10.14 EXPRO GROUP HOLDINGS N.V. U.S. EMPLOYEE SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (?Agreement?) is by and between John Symington (?Employee?) and Expro Group Holdings N.V. f/k/a Frank?s International N.V. and its affiliated or subsidiary/parent/related companies (collectively referred to as the ?Company?). Employee and the Company are collectively referre |
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| March 8, 2022 |
Exhibit 10.33 AMENDMENT ONE TO THE FRANK?S INTERNATIONAL N.V. U.S. EXECUTIVE RETENTION AND SEVERANCE PLAN RECITALS WHEREAS, Expro Group Holdings N.V. (f/k/a Frank?s International N.V.) (the ?Company?) previously adopted the Frank?s International N.V. U.S. Executive Retention and Severance Plan (the ?Plan?) for the benefit of its qualifying employees; WHEREAS, the Company desires to amend the Plan |
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| March 8, 2022 |
Exhibit 10.31 EXPRO GROUP HOLDINGS N.V. AMENDED AND RESTATED U.S. EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN PARTICIPATION AGREEMENT INCLUDING CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT This Amended and Restated U.S. Executive Change-in-Control Severance Plan Participation Agreement (the ?Participation Agreement? or this ?Agreement?) is entered into effective as of (the ?Participation Date |
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| March 8, 2022 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The material provisions of our articles of association and particular provisions of Dutch law relevant to our statutory existence and the Dutch Corporate Governance Code are summarized below. This summary does not restate our articles of association or relevant Dutch law in their entirety. The articles of association, and not this summary, define the rights |
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| March 8, 2022 |
Exhibit 10.34 Expro Group Holdings N.V. 1311 Broadfield Boulevard, Ste 400 Houston, Texas 77084 exprogroup.com EXPRO GROUP HOLDINGS N.V. U.S. EXECUTIVE RETENTION AND SEVERANCE PLAN PARTICIPATION AGREEMENT INCLUDING CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT This U.S. Executive Retention and Severance Plan Participation Agreement (the ?Participation Agreement? or this ?Agreement?) is entere |
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| March 8, 2022 |
Exhibit 10.12 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (?Agreement?) is by and between Michael Kearney (?Employee?) and Expro Group Holdings N.V. f/k/a Frank?s International N.V. and its affiliated or subsidiary/parent/related companies (collectively referred to as the ?Company?). Employee and the Company are collectively referred to as ?the Parties.? 1. Separation Da |
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| March 8, 2022 |
Exhibit 10.15 Execution Version INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) dated the 1st day of October, 2021, by and between Expro Group Holdings N.V., a public limited liability company organized and existing under the laws of The Netherlands (the ?Company?), and [], an individual (?Indemnitee?). RECITALS A. Competent and experienced persons may be reluctant to s |
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| March 8, 2022 |
Exhibit 10.24 EXPRO GROUP HOLDINGS N.V. U.S. EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibit A (this ?Agreement?) evidences an award made as of the day of , 2021 (the ?Date of Grant?), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the ?Company?), and (the ?Employee?). The Company and Employee may b |
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| March 8, 2022 |
Exhibit 10.13 EXPRO GROUP HOLDINGS N.V. U.S. EMPLOYEE SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (?Agreement?) is by and between Melissa Cougle (?Employee?) and Expro Group Holdings N.V. and its affiliated or subsidiary/parent/related companies (collectively referred to as the ?Company?). Employee and the Company are collectively referred to as ?the Parties.? 1. Separat |
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| March 8, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36 |
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| March 8, 2022 |
Exhibit 10.25 EXPRO GROUP HOLDINGS N.V. U.S. EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibits A and B (this ?Agreement?) evidences an award made as of the day of , 2021 (the ?Date of Grant?), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the ?Company?), and (the ?Employee?). The Company and Employe |
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| March 2, 2022 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 2, 2022 Date of Report (Date of earliest event reported) Expro Group Holdings N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Comm |
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| March 2, 2022 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS Delivered solid performance in the fourth quarter as scale, broad portfolio, global operating footprint, through-cycle capabilities and strong financial profile enabled continued growth Committed to further cementing the Company?s position as an energy services leader whil |
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| February 14, 2022 |
XPRO / Expro Group Holdings N.V. / HPS Investment Partners, LLC - SC 13G/A Passive Investment United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Expro Group Holdings N.V. (Name of Issuer) Common Stock, ?0.06 nominal value per share (Title of Class of Securities) N3144W105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2022 |
FI / Frank's International NV / ANGELO GORDON & CO., L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. )* Expro Group Holdings N.V. (Name of Issuer) Common Shares, ?0.06 nominal value per share (Title of Class of Securities) N33462107 (CUSIP Number) (Name, Addr |
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| December 9, 2021 |
Exhibit 99.4 Expro Group Holdings International Limited Unaudited Condensed Consolidated Financial Statements As of June 30, 2021 and December 31, 2020 and for the Three and Six Months Ended June 30, 2021 and 2020 EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED TABLE OF CONTENTS UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021 AND DECEMBER 31, 2020 AND FOR THE THREE AND SIX MON |
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| December 9, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.6 7 ex313463.htm EXHIBIT 99.6 Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On October 1, 2021 (the “Closing Date”), Expro Group Holdings N.V., a public company organized under the laws of the Netherlands formerly named Frank’s International N.V. (“Expro,” the “Company,” or the “Combined Company”), completed its merger (the “Merger”) with Expro Group Holdings Inte |
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| December 9, 2021 |
EX-99.5 6 ex313750.htm EXHIBIT 99.5 Exhibit 99.5 Expro Group Holdings International Limited Unaudited Condensed Consolidated Financial Statements As of September 30, 2021 and December 31, 2020 and for the Three and Nine Months Ended September 30, 2021 and 2020 EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED TABLE OF CONTENTS UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2021 |
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| December 9, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 1, 2021 Expro Group Holdings N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction |
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| November 8, 2021 |
Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE EXPRO GROUP HOLDINGS N.V. ANNOUNCES UNCONSOLIDATED THIRD QUARTER 2021 RESULTS FOR LEGACY EXPRO AND FRANK?S On October 1, 2021, the merger between Legacy Expro and Frank?s was completed; the combined company was re-named Expro Group Holdings N.V. and began trading on the NYSE as ?XPRO? on October 4, 2021 Delivered strong results due to higher activit |
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| November 8, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file numbe |
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| November 8, 2021 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2021 Date of Report (Date of earliest event reported) EXPRO GROUP HOLDINGS N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) |
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| October 13, 2021 |
Regulation FD Disclosure, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 12, 2021 Expro Group Holdings N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) ( |
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| October 12, 2021 |
FI / Frank's International NV / OAK HILL ADVISORS LP - EXPRO GROUP HOLDINGS N.V. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Expro Group Holdings N.V. (f/k/a Frank's International N.V.) (Name of Issuer) Common Stock, €0.06 nominal value per share (Title of Class of Securities) N3144W105 (CUSIP Number) Glenn R. August Oak Hill Advisors, L.P. One Vanderbilt Avenue – 16th Floor New York, NY 100 |
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| October 12, 2021 |
FI / Frank's International NV / HPS Investment Partners, LLC - SC 13G Passive Investment United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Expro Group Holdings N.V. (Name of Issuer) Common Stock, ?0.06 nominal value per share (Title of Class of Securities) N3144W105 (CUSIP Number) October 1, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| October 5, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 1, 2021 Expro Group Holdings N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (C |
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| October 5, 2021 |
Letter, dated October 5, 2021, from KPMG LLP. Exhibit 16.1 October 5, 2021 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Expro Group Holdings N.V., formerly named Frank?s International N.V. (the ?Company?) and, under the date of March 1, 2021, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2020 and 201 |
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| October 4, 2021 |
As filed with the Securities and Exchange Commission on October 4, 2021 As filed with the Securities and Exchange Commission on October 4, 2021 Registration No. |
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| October 4, 2021 |
Form of Inducement Award Restricted Stock Unit Agreement (Performance-Based). Exhibit 99.5 Performance RSU EXPRO GROUP HOLDINGS N.V. INDUCEMENT AWARD EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibits A, B and, if applicable, C (this ?Agreement?) evidences an award made as of the 1st day of October, 2021 (the ?Date of Grant?), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the |
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| October 4, 2021 |
Expro Group Holdings International Limited 2018 Management Incentive Plan, as amended. Exhibit 99.2 EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED 2018 MANAGEMENT INCENTIVE PLAN SECTION 1. Purpose. The purposes of this Expro Group Holdings International Limited 2018 Management Incentive Plan and the UK sub-plan (as they may be amended from time to time, the ?Plan?) are to promote the interests of Expro Group Holdings International Limited, a Cayman Islands company and its Related Affili |
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| October 4, 2021 |
Form of Inducement Award Restricted Stock Unit Agreement (Time-Based). Exhibit 99.4 EXPRO GROUP HOLDINGS N.V. INDUCEMENT AWARD EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT including Exhibit A and Exhibit B, if applicable (this ?Agreement?), evidences an award made as of the 1st day of October 2021 (the ?Date of Grant?), between EXPRO GROUP HOLDINGS N.V., a limited liability company organized in the Netherlands (the ?Company?), a |
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| October 4, 2021 |
Exhibit 99.3 EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED 2018 MANAGEMENT INCENTIVE PLAN NOTICE OF [NON-EXECUTIVE DIRECTOR] STOCK OPTION AWARD [FOR UK EMPLOYEES] [(NON-LEAD HOLDER DIRECTOR)] Participant Name and Address: [NAME] [ADDRESS] You (the ?Participant?) have been granted Options to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the |
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| October 1, 2021 |
Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated. Exhibit 10.10 EXPRO GROUP HOLDINGS N.V. LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, EFFECTIVE AS OF OCTOBER 1, 2021 TABLE OF CONTENTS Page 1.??Original Plan; Purpose of the Plan 1 (a)???Original Plan 1 (b)???Purpose of the Plan 1 2.??Definitions 1 3.??Administration 5 (a)???Authority of the Committee 5 (b)???Manner of Exercise of Committee Authority 5 (c)???Limitation of Liability 6 4.??Sto |
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| October 1, 2021 |
EXHIBIT 10.7 Expro Group Holdings, N.V. 1311 Broadfield Boulevard, Ste 400 Houston, Texas 77084 Tel: +1 713 463 9776 exprogroup.com September 20, 2021 Steve Russell Dear Steve: We are pleased to extend an offer of employment to you for the position of Chief Technology Officer of Expro Group Holdings, N.V., a limited liability company organized under the laws of the Netherlands (the ?Company?) and |
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| October 1, 2021 |
EXHIBIT 10.5 Expro Group Holdings, N.V. 1311 Broadfield Boulevard, Ste 400 Houston, Texas 77084 Tel: +1 713 463 9776 exprogroup.com September 20, 2021 Michael Bentham Dear Michael: We are pleased to extend an offer of employment to you for the position of Principal Accounting Officer of Expro Group Holdings, N.V., a limited liability company organized under the laws of the Netherlands (the ?Compan |
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| October 1, 2021 |
Exhibit 10.3 EXECUTION VERSION AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of October 1, 2021, by and between Expro Americas, LLC, a Delaware limited liability company (the ?Company?), Expro Group Holdings N.V., (f/k/a Frank?s International, N.V.), a limited liability company organized under the l |
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| October 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 1, 2021 Expro Group Holdings N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (C |
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| October 1, 2021 |
EXHIBIT 10.2 Dated 1 October 2021 Revolving Facility Agreement between Expro Group Holdings N.V. (formerly known as Frank?s International N.V.) as Parent DNB (UK) Limited as Arranger DNB Bank ASA, London Branch as Agent and as Security Agent and others White & Case LLP 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 2 2. The Facilities 52 3. Purpose 56 4 |
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| October 1, 2021 |
EX-99.1 11 d181309dex991.htm EX-99.1 EXHIBIT 99.1 Expro and Frank’s Complete Merger, Creating a New Full-Cycle Energy Services Leader Expro to Begin Trading on NYSE Under Symbol “XPRO” on October 4, 2021 HOUSTON – October 1, 2021 – Expro Group, an international energy services company with market leadership in well access and well flow optimization, today announced it has completed its previously |
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| October 1, 2021 |
EXHIBIT 3.1 Amendment 3/3 1 Note: this is a translation into English of the official Dutch version of a deed of amendment to the articles of association of a public company with limited liability under Dutch law. In the event of a conflict between the English and Dutch texts, the Dutch text shall prevail. DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION OF FRANK?S INTERNATIONAL N.V. (FOLLOWING AME |
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| October 1, 2021 |
EXHIBIT 10.6 (1) EXPRO NORTH SEA LTD (2) ALISTAIR GEORGE SINCLAIR GEDDES SERVICE AGREEMENT CONTENTS Clause Page 1. DEFINITIONS 1 2. APPOINTMENT, NOTICE AND PLACE OF WORK 4 3. DUTIES 6 4. REMUNERATION 8 5. EXPENSES 8 6. CAR ALLOWANCE 9 7. PENSION ALLOWANCE 9 8. MEDICAL AND LIFE INSURANCE 9 9. SICKNESS 9 10. HOLIDAYS 10 11. CONFIDENTIALITY 10 12. INVENTIONS AND COPYRIGHT 11 13. TERMINATION 12 14. RE |
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| October 1, 2021 |
Letter agreement, dated September 20, 2021, with Quinn Fanning. Exhibit 10.4 Expro Group Holdings, N.V. 1311 Broadfield Boulevard, Ste 400 Houston, Texas 77084 Tel: +1 713 463 9776 exprogroup.com September 20, 2021 Quinn Fanning Dear Quinn: We are pleased to extend an offer of employment to you for the position of Chief Financial Officer of Expro Group Holdings, N.V., a limited liability company organized under the laws of the Netherlands (the ?Company?) and o |
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| October 1, 2021 |
EXHIBIT 10.8 Expro Group Holdings, N.V. 1311 Broadfield Boulevard, Ste 400 Houston, Texas 77084 Tel: +1 713 463 9776 exprogroup.com September 20, 2021 Nigel Lakey Dear Nigel: We are pleased to extend an offer of employment to you for the position of Senior Vice President, Portfolio Advancement of Expro Group Holdings, N.V., a limited liability company organized under the laws of the Netherlands (t |
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| September 15, 2021 |
EX-10.1 2 ex284015.htm EXHIBIT 10.1 Exhibit 10.1 CLOSING AGREEMENT THIS CLOSING AGREEMENT (“Agreement”) is made and entered into as of September 10, 2021, by and among Frank’s International N.V., a public company organized under the laws of the Netherlands (“Parent”), New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wh |
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| September 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 10, 2021 Date of Report (Date of earliest event reported) Frank?s International N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) |
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| September 15, 2021 |
FRANK’S INTERNATIONAL N.V. ANNOUNCES VOTING RESULTS AND MERGER CLOSING TIMELINE Exhibit 99.1 Frank?s International N.V. 10260 Westheimer Rd, Suite 700 Houston, Texas 77042 PRESS RELEASE FOR IMMEDIATE RELEASE FRANK?S INTERNATIONAL N.V. ANNOUNCES VOTING RESULTS AND MERGER CLOSING TIMELINE September 15, 2021 - Houston, Texas - Frank?s International N.V. (NYSE: FI) (the ?Company? or ?Frank?s?) today announced the results of its Annual General Meeting and plans for closing of the |
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| August 23, 2021 |
Filed by Frank?s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N.V. Commission File No.: 001-36053 ANNUAL GENERAL MEETING OF SHAREHOLDERS FRANK?S INTERNATIONAL N.V. Mastenmakersweg 1, 1786 PB Den Helder, The Netherlands to be held on September 10, 2021 at 2 |
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| August 23, 2021 |
Filed by Frank?s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N.V. Commission File No.: 001-36053 From: Message from Mike Jardon To: All Frank?s and Expro Employees Subject: New Expro update Ladies and gentlemen, I am pleased to inform you that we have rea |
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| August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 19, 2021 |
EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N. |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2021 Date of Report (Date of earliest event reported) Frank?s International N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Co |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2021 Date of Report (Date of earliest event reported) Frank?s International N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Co |
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| August 6, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 00 |
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| August 6, 2021 |
PROXY STATEMENT/ PROSPECTUS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-255496 PROXY STATEMENT/ PROSPECTUS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT The board of supervisory directors (the “Frank’s Supervisory Board”) of Frank’s International N.V. (“Frank’s”), the board of managing directors of Frank’s (the “Frank’s Management Board” and, together with the Frank’s Supervisory Board, the “F |
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| August 3, 2021 |
FRANK’S INTERNATIONAL N.V. ANNOUNCES SECOND QUARTER 2021 RESULTS Exhibit 99.1 Frank?s International N.V. 10260 Westheimer Rd, Suite 700 Houston, Texas 77042 PRESS RELEASE FOR IMMEDIATE RELEASE FRANK?S INTERNATIONAL N.V. ANNOUNCES SECOND QUARTER 2021 RESULTS August 3, 2021 - Houston, Texas - Frank?s International N.V. (NYSE: FI) (the ?Company? or ?Frank?s?) today reported financial and operational results for the three and six months ended June 30, 2021. Second |
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| August 3, 2021 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2021 Date of Report (Date of earliest event reported) FRANK'S INTERNATIONAL N.V. (Exact name of Registrant as specified in its charter) P7 The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) |
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| August 3, 2021 |
FRANK’S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands FRANK?S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands August 3, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Frank?s International N.V. Registration Statement on Form S-4 File No. 333-255496 Ladies and Gentlemen: On behalf of Frank?s International N.V. (the ?Registrant?), and purs |
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| August 3, 2021 |
425 1 fi20210731b425.htm FORM 425 Filed by Frank’s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank’s International N.V. Commission File No.: 001-36053 [The following passages are excerpts from a transcript of the Frank’s International second quarter 2021 earnings conference |
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| August 3, 2021 |
The following slide is an excerpt from the Frank 425 1 fi20210731c425.htm FORM 425 Filed by Frank’s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank’s International N.V. Commission File No.: 001-36053 [The following slide is an excerpt from the Frank’s International second quarter 2021 earnings presentation, which was poste |
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| August 3, 2021 |
425 1 fi20210731425.htm FORM 425 Filed by Frank’s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank’s International N.V. Commission File No.: 001-36053 [The following passages are excerpts from the Frank’s International second quarter 2021 earnings press release, which was iss |
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| July 29, 2021 |
FRANK’S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands FRANK?S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands July 29, 2021 Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Frank?s International N.V. Amendment No. 3 to Registration Statement on Form S-4 Filed July 19, 2021 File No. 333-255496 Ladies and Gentleme |
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| July 29, 2021 |
Consent of Moelis & Company LLC. EX-99.2 6 d153131dex992.htm EX-99.2 Exhibit 99.2 July 29, 2021 Board of Managing Directors Board of Supervisory Directors Frank’s International N.V. Mastenmakersweg 1, 1786 PB Den Helder The Netherlands Ladies and Gentlemen: We hereby consent to the inclusion of our opinion letter, dated March 10, 2021, to the Board of Managing Directors and the Board of Supervisory Directors of Frank’s Internatio |
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| July 29, 2021 |
As filed with the Securities and Exchange Commission on July 29, 2021 Table of Contents As filed with the Securities and Exchange Commission on July 29, 2021 Registration No. |
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| July 19, 2021 |
As filed with the Securities and Exchange Commission on July 19, 2021 Table of Contents As filed with the Securities and Exchange Commission on July 19, 2021 Registration No. |
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| July 19, 2021 |
Consent of Moelis & Company LLC. EX-99.2 10 d153131dex992.htm EX-99.2 Exhibit 99.2 July 19, 2021 Board of Managing Directors Board of Supervisory Directors Frank’s International N.V. Mastenmakersweg 1, 1786 PB Den Helder The Netherlands Ladies and Gentlemen: We hereby consent to the inclusion of our opinion letter, dated March 10, 2021, to the Board of Managing Directors and the Board of Supervisory Directors of Frank’s Internati |
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| July 19, 2021 |
Opinion of Gibson, Dunn & Crutcher LLP with respect to certain U.S. federal income tax matters. Exhibit 8.4 July 19, 2021 Expro Group Holdings International Limited 1311 Broadfield Blvd., Suite 400 Houston, Texas 77084 Re: Frank?s International N.V.?Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as United States federal income tax counsel to Expro Group Holdings International Limited, an exempted company limited by shares incorporated under the laws of the Cayman Isla |
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| July 19, 2021 |
FRANK’S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands FRANK?S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands July 19, 2021 Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Frank?s International N.V. Amendment No. 2 to Registration Statement on Form S-4 Filed June 22, 2021 File No. 333-255496 Ladies and Gentleme |
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| July 19, 2021 |
Opinion of Vinson & Elkins LLP with respect to certain U.S. federal income tax matters. Exhibit 8.3 July 19, 2021 Frank?s International N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands Re: Frank?s International N.V. U.S. Federal Income Tax Opinion Ladies and Gentlemen: We have acted as counsel for Frank?s International N.V., a public company organized under the laws of the Netherlands (?Frank?s?), in connection with the registration statement on Form S-4 (File No. 333-255496 |
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| July 19, 2021 |
Form of Proxy Card of Frank’s International N.V. Exhibit 99.1 PRELIMINARY PROXY CARD?SUBJECT TO COMPLETION DATED July 19, 2021 FRANK?S INTERNATIONAL FRANK?S INTERNATIONAL N.V. MASTENMAKERSWEG 1 1786 PB DEN HELDER, THE NETHERLANDS VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on [], 2021 or 5:59 A.M. Central European T |
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| June 22, 2021 |
Consent of Lisa Troe to be named as director nominee. Exhibit 99.11 CONSENT I hereby consent to serve as a director of Frank?s International N.V. (the ?Company?), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any prospectus |
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| June 22, 2021 |
Opinion of Vinson & Elkins LLP with respect to certain U.S. federal income tax matters. Exhibit 8.3 June 22, 2021 Frank?s International N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands Re: Frank?s International N.V. U.S. Federal Income Tax Opinion Ladies and Gentlemen: We have acted as counsel for Frank?s International N.V., a public company organized under the laws of the Netherlands (?Frank?s?), in connection with the registration statement on Form S-4 (File No. 333-255496 |
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| June 22, 2021 |
Consent of Moelis & Company LLC. EX-99.2 11 d153131dex992.htm EX-99.2 Exhibit 99.2 June 22, 2021 Board of Managing Directors Board of Supervisory Directors Frank’s International N.V. Mastenmakersweg 1, 1786 PB Den Helder The Netherlands Ladies and Gentlemen: We hereby consent to the inclusion of our opinion letter, dated March 10, 2021, to the Board of Managing Directors and the Board of Supervisory Directors of Frank’s Internati |
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| June 22, 2021 |
FRANK’S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands FRANK?S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands June 22, 2021 Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Frank?s International N.V. Amendment No. 1 to Registration Statement on Form S-4 Filed June 4, 2021 File No. 333-255496 Ladies and Gentlemen |
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| June 22, 2021 |
Consent of Eileen Whelley to be named as director nominee. EX-99.10 12 d153131dex9910.htm EX-99.10 Exhibit 99.10 CONSENT I hereby consent to serve as a director of Frank’s International N.V. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments o |
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| June 22, 2021 |
As filed with the Securities and Exchange Commission on June 22, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 22, 2021 Registration No. |
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| June 7, 2021 |
425 1 fi20210604425.htm FORM 425 Filed by Frank’s International N.V Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank’s International N.V. Commission File No.: 001-36053 From: Message from Mike Jardon To: All Frank’s and Expro Employees Subject: Merger update – Operating Model and EMT Ladies and |
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| June 4, 2021 |
FRANK’S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands FRANK?S INTERNATIONAL N.V. Mastenmakersweg 1 1786 PB Den Helder The Netherlands June 4, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Frank?s International N.V. Registration Statement on Form S-4 Filed April 26, 2021 File No. 333-255496 Ladies and Gentlemen: Set forth below |
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| June 4, 2021 |
As filed with the Securities and Exchange Commission on June 4, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 4, 2021 Registration No. |
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| June 4, 2021 |
Consent of Moelis & Company LLC. EX-99.2 9 d153131dex992.htm EX-99.2 Exhibit 99.2 June 4, 2021 Board of Managing Directors Board of Supervisory Directors Frank’s International N.V. Mastenmakersweg 1, 1786 PB Den Helder The Netherlands Ladies and Gentlemen: We hereby consent to the inclusion of our opinion letter, dated March 10, 2021, to the Board of Managing Directors and the Board of Supervisory Directors of Frank’s Internation |
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| June 4, 2021 |
Exhibit 10.4 FORM OF WARRANT AGREEMENT WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2021, between Frank?s International N.V., a public company organized under the laws of the Netherlands (the ?Company?), and Cortland Capital Market Services LLC, a Delaware limited liability company (the ?Warrant Agent?). W I T N E S S E T H WHEREAS, Expro Group Holdings International Limited, a company li |
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| May 26, 2021 |
425 1 fi20210524425.htm FORM 425 Filed by Frank’s International N.V Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank’s International N.V. Commission File No.: 001-36053 ESPP FAQs The following FAQs are related to the Offering Period beginning July 1, 2021 and after. How will the merger with Exp |
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| May 19, 2021 |
Filed by Frank?s International N.V Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N.V. Commission File No.: 001-36053 Ladies and gentlemen, Last week, as part of the program to bring Expro and Frank?s together, we successfully completed the Discovery phase of the integration p |
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| May 19, 2021 |
425 1 a4255192021poster.htm 425 Filed by Frank’s International N.V Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank’s International N.V. Commission File No.: 001-36053 No Offer or Solicitation This communication relates to a proposed merger and related transactions (the “Transactions”) between |
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| May 5, 2021 |
Coming together. Uniting Expro and Frank?s communication through the transition. Filed by Frank?s International N.V Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N.V. Commission File No.: 001-36053 Ladies and Gentlemen, Since announcing the intention to combine Expro and Fran |
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| May 5, 2021 |
Filed by Frank?s International N.V Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N.V. Commission File No.: 001-36053 From: Mike Jardon To: All Frank?s and Expro Employees Subject: Merger Update ? Integration Ladies and gentlemen, Since announcing the intention to combine Expr |
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| May 4, 2021 |
Filed by Frank?s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N.V. Commission File No.: 001-36053 [The following passages are excerpts from the Frank?s International first quarter 2021 earnings press release, which was issued on May 4, 2021.] Announced a s |
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| May 4, 2021 |
EXHIBIT 10.5 FIRST AMENDMENT TO THE FRANK?S INTERNATIONAL N.V. AMENDED AND RESTATED U.S. EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN WHEREAS, Frank?s International N.V. (the ?Company?) has previously adopted the Frank?s International N.V. Executive Change in Control Severance Plan, initially effective as of May 20, 2015, which was amended and restated as the Frank?s International N.V. Amended and R |
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| May 4, 2021 |
EXHIBIT 10.6 AMENDMENT TO FRANK?S INTERNATIONAL N.V. EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT (2013 LONG-TERM INCENTIVE PLAN) THIS AMENDMENT (this ?Amendment?), is dated as of March 9, 2021 (the ?Effective Date?) and amends those certain performance-based Restricted Stock Unit Agreements granted pursuant to the Frank?s International N.V. 2013 Long-Term Incentive Plan (the ?Plan?), which were |
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| May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 001-36053 FRANK'S I |
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| May 4, 2021 |
Amended and Restated Employment Offer Letter for Michael C. Kearney, effective as of March 10, 2021. EXHIBIT 10.4 March 5, 2021 Mr. Michael C. Kearney Dear Mike, This Letter Agreement (this ?Agreement?) is made and entered into as of March 3, 2021 by and between Frank?s International N.V, a limited liability company organized under the laws of the Netherlands (the ?Company?), Franks? International, LLC, a Texas limited liability company (the ?Employer?), and you. Reference is made to that certain |
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| May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2021 Date of Report (Date of earliest event reported) FRANK'S INTERNATIONAL N.V. (Exact name of Registrant as specified in its charter) The Netherlands 001-36053 98-1107145 (State or other jurisdiction of incorporation) (Commi |
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| May 4, 2021 |
Exhibit 99.1 Frank?s International N.V. 10260 Westheimer Rd, Suite 700 Houston, Texas 77042 PRESS RELEASE FOR IMMEDIATE RELEASE FRANK?S INTERNATIONAL N.V. ANNOUNCES FIRST QUARTER 2021 RESULTS May 4, 2021 - Houston, Texas - Frank?s International N.V. (NYSE: FI) (the ?Company? or ?Frank?s?) today reported financial and operational results for the three months ended March 31, 2021. First Quarter 2021 |
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| May 4, 2021 |
Filed by Frank?s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N.V. Commission File No.: 001-36053 [The following passages are excerpts from a transcript of the Frank?s International first quarter 2021 earnings conference call, which occurred on May 4, 2021 |
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| April 27, 2021 |
425 1 d177339d425.htm 425 Filed by Frank’s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank’s International N.V. Commission File No.: 001-36053 From: Message from Mike Kearney To: All Frank’s Employees Subject: Merger Update – Executive Management Team Dear Frank’s Employees, |
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| April 26, 2021 |
Consent of Moelis & Company LLC. Exhibit 99.2 April 23, 2021 Board of Managing Directors Board of Supervisory Directors Frank?s International N.V. Mastenmakersweg 1, 1786 PB Den Helder The Netherlands Ladies and Gentlemen: We hereby consent to the inclusion of our opinion letter, dated March 10, 2021, to the Board of Managing Directors and the Board of Supervisory Directors of Frank?s International N.V. (?Frank?s?) as Annex B to, |
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| April 26, 2021 |
425 1 d310581d425.htm 425 Filed by Frank’s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank’s International N.V. Commission File No.: 001-36053 From: Message from Mike Kearney To: All Frank’s Employees Subject: Merger Update – Executive Management Team Ladies and Gentlemen, I |
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| April 26, 2021 |
Consent of D. Keith Mosing to be named as director nominee. EX-99.5 9 d153131dex995.htm EX-99.5 Exhibit 99.5 CONSENT I hereby consent to serve as a director of Frank’s International N.V. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or sup |
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| April 26, 2021 |
Filed by Frank?s International N.V. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Frank?s International N.V. Commission File No.: 001-36053 Organisation update communications From: Message from Mike Jardon To: All Frank?s and Expro Employees Subject: Merger Update ? Executive Management Team Ladie |
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| April 26, 2021 |
Consent of Brian Truelove to be named as director nominee. EX-99.7 11 d153131dex997.htm EX-99.7 Exhibit 99.7 CONSENT I hereby consent to serve as a director of Frank’s International N.V. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or su |
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| April 26, 2021 |
Consent of Alan Schrager to be named as director nominee. EX-99.9 13 d153131dex999.htm EX-99.9 Exhibit 99.9 CONSENT I hereby consent to serve as a director of Frank’s International N.V. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or su |
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| April 26, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on April 23, 2021 Registration No. |
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| April 26, 2021 |
Consent of Robert Drummond to be named as director nominee. Exhibit 99.6 CONSENT I hereby consent to serve as a director of Frank?s International N.V. (the ?Company?), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any prospectus |
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| April 26, 2021 |
Consent of Michael Jardon to be named as director nominee. Exhibit 99.4 CONSENT I hereby consent to serve as a director of Frank?s International N.V. (the ?Company?), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any prospectus |
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| April 26, 2021 |
Consent of Eitan Arbeter to be named as director nominee. EX-99.8 12 d153131dex998.htm EX-99.8 Exhibit 99.8 CONSENT I hereby consent to serve as a director of Frank’s International N.V. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or su |
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| April 26, 2021 |
Consent of Michael Kearney to be named as director nominee. Exhibit 99.3 CONSENT I hereby consent to serve as a director of Frank?s International N.V. (the ?Company?), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any prospectus |
