Amendment: RPC Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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EXPLANATORY NOTE
On April 7, 2025, RPC, Inc. (“RPC” or the “Company”), filed a Current Report on Form 8-K announcing that on April 1, 2025 (“Closing Date”), the Company through its wholly owned subsidiary, Thru Tubing Solutions, Inc, purchased all of the membership interests of Pintail Alternative Energy L.L.C. (“Pintail”) pursuant to that certain Membership Interest Purchase Agreement, dated as of the Closing Date, by and among (i) RPC; (ii) Houston Companies, L.P (“Houston LP”); (iii) Clayton Kenworthy, a resident of the state of Texas (“Kenworthy”, and together with Houston LP, the “Direct Sellers”); (iv) Matthew Houston, a resident of the state of Texas and beneficial owner of one hundred percent (100%) of the partnership interest of Houston LP (“Houston” and together with the Direct Sellers, the “Sellers”); (v) Pintail Alternative Energy, L.L.C., (“Pintail”); and (vi) Houston, in his capacity as the Sellers’ representative as set forth therein. This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K filed on April 7, 2025 (the “April Form 8-K”) to provide the financial information required by Items 9.01(a) and 9.01(b) of Form 8-K.
The text of the April Form 8-K is incorporated herein by reference. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the April Form 8-K.
The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Pintail would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
The historical audited financial statements of Pintail as of and for the year ended December 31, 2024, together with the notes thereto and the independent auditor’s report thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined financial information giving effect to the Company’s acquisition of Pintail and which consist of the unaudited pro forma condensed combined balance sheet of the Company and Pintail as of December 31, 2024, and the unaudited pro forma condensed combined statement of income for the year ended December 31, 2024, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (d) | Exhibits. |
Exhibit No. | Exhibit Description | |
23.1 | Consent of Weaver and Tidwell L.L.P., independent auditors of Pintail Alternative Energy, L.L.C. | |
99.1 | ||
99.2 |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RPC, Inc. |
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Date: June 12, 2025 | /s/ Michael L. Schmit |
| Michael L. Schmit |
| Vice President and Chief Financial Officer |
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