SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2025
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	18. SUBSEQUENT EVENTS Acquisition of Pintail Alternative Energy, LLC. Effective April 1, 2025, the Company completed its acquisition of all of the limited liability company membership interests in Pintail Alternative Energy, LLC (“Pintail”), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), with two private individuals as representatives of the sellers. Pintail, headquartered in Midland, Texas, is a leading provider of oilfield wireline perforating services in the Permian Basin. Pintail operates more than 30 active fleets, and its conventional and electric wireline units are among the newest in the industry. The acquisition will build on RPC’s diversified oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market. The purchase price was $245 million for 100% of Pintail’s equity. The purchase price consisted of approximately $170 million cash-on-hand, $25 million of RPC common stock paid through the issuance of 4,545,454 shares of restricted common stock and $50 million in the form of a secured three-year note to one of the sellers. Interest on the Seller Note accrues at a variable rate equal to the Simple Secured Overnight Financing Rate (SOFR), for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. The agreement contains a post-closing adjustment for an agreed-upon level of Pintail’s working capital, as well as other usual and customary items, which the Company expects to finalize during the second quarter of 2025. Pintail will be included in the Technical Services Segment, post-acquisition. The Company will account for this transaction as a purchase of business under the acquisition method of accounting. The Company is currently evaluating the preliminary purchase price allocation, including the fair values of assets acquired and liabilities assumed. Accordingly, the full financial effects of the acquisition cannot be reasonably estimated at this time. The required disclosures under ASC 805, "Business Combinations" will be included in the Quarterly Report on Form 10-Q for the period ended June 30, 2025. Dividends On April 22, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable June 10, 2025, to common stockholders of record at the close of business on May 9, 2025. Other On April 23, 2025, the Company filed a shelf registration statement on Form S-3 which has not yet been declared effective and is subject to potential SEC review. The shelf registration includes a base prospectus and allows us to offer any combination of securities described in the prospectus, which include common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $300 million. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The registration statement also registers the resale of up to 127,235,202 shares of our common stock held by members of our controlling stockholder group.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2025

18. SUBSEQUENT EVENTS

Acquisition of Pintail Alternative Energy, LLC.

Effective April 1, 2025, the Company completed its acquisition of all of the limited liability company membership interests in Pintail Alternative Energy, LLC (“Pintail”), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), with two private individuals as representatives of the sellers.

Pintail, headquartered in Midland, Texas, is a leading provider of oilfield wireline perforating services in the Permian Basin. Pintail operates more than 30 active fleets, and its conventional and electric wireline units are among the newest in the industry. The acquisition will build on RPC’s diversified oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market.

The purchase price was $245 million for 100% of Pintail’s equity. The purchase price consisted of approximately $170 million cash-on-hand, $25 million of RPC common stock paid through the issuance of 4,545,454 shares of restricted common stock and $50 million in the form of a secured three-year note to one of the sellers. Interest on the Seller Note accrues at a variable rate equal to the Simple Secured Overnight Financing Rate (SOFR), for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. The agreement contains a post-closing adjustment for an agreed-upon level of Pintail’s working capital, as well as other usual and customary items, which the Company expects to finalize during the second quarter of 2025. Pintail will be included in the Technical Services Segment, post-acquisition.

The Company will account for this transaction as a purchase of business under the acquisition method of accounting. The Company is currently evaluating the preliminary purchase price allocation, including the fair values of assets acquired and liabilities assumed. Accordingly, the full financial effects of the acquisition cannot be reasonably estimated at this time. The required disclosures under ASC 805, "Business Combinations" will be included in the Quarterly Report on Form 10-Q for the period ended June 30, 2025.

Dividends

On April 22, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable June 10, 2025, to common stockholders of record at the close of business on May 9, 2025.

Other

On April 23, 2025, the Company filed a shelf registration statement on Form S-3 which has not yet been declared effective and is subject to potential SEC review. The shelf registration includes a base prospectus and allows us to offer any combination of securities described in the prospectus, which include common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $300 million. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The registration statement also registers the resale of up to 127,235,202 shares of our common stock held by members of our controlling stockholder group.

RPC INC 10-Q