-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RwNocjayEJFIke5hXTgP235+xBsMxDq6aD1dPhibLUJVO8Zq8v3jKCIGTq3v2rqJ YzyuzrE8yiyRbxgSyp+lvA== 0000899140-09-001295.txt : 20090717 0000899140-09-001295.hdr.sgml : 20090717 20090717160409 ACCESSION NUMBER: 0000899140-09-001295 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090717 DATE AS OF CHANGE: 20090717 GROUP MEMBERS: LIME ROCK PARTNERS GP V, L.P. GROUP MEMBERS: LIME ROCK PARTNERS V, L.P. GROUP MEMBERS: LRP GP V, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESCO CORP CENTRAL INDEX KEY: 0001022705 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 980053204 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51291 FILM NUMBER: 09950927 BUSINESS ADDRESS: STREET 1: 3993 W. SAM HOUSTON PARKWAY N. STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77043 BUSINESS PHONE: 713-359-7000 MAIL ADDRESS: STREET 1: 3993 W. SAM HOUSTON PARKWAY N. STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77043 FORMER COMPANY: FORMER CONFORMED NAME: Tesco CORP DATE OF NAME CHANGE: 20061229 FORMER COMPANY: FORMER CONFORMED NAME: TESCO CORP DATE OF NAME CHANGE: 19960911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LRP V Luxembourg Holdings S.a r.l. CENTRAL INDEX KEY: 0001468179 IRS NUMBER: 980583185 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 13-15 AVENUE DE LA LIBERTE CITY: LUXEMBOURG STATE: N4 ZIP: L-1931 BUSINESS PHONE: 352 268 901 MAIL ADDRESS: STREET 1: 13-15 AVENUE DE LA LIBERTE CITY: LUXEMBOURG STATE: N4 ZIP: L-1931 SC 13D 1 t5006702a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Tesco Corporation --------------------------------------------------------------------- (Name of Issuer) Common Shares --------------------------------------------------------------------- (Title of Class of Securities) 88157K101 --------------------------------------------------------------------- (CUSIP Number) Mark A. McCall c/o Lime Rock Management, L.P. 274 Riverside Avenue Westport, CT 06680 203-293-2750 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Bruce C. Herzog, Esq. Adam M. Turteltaub, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 July 13, 2009 --------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) SCHEDULE 13D - ------------------------------------------------------- CUSIP No. 88157K101 - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS LRP V Luxembourg Holdings S.a r.l. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - ---------------------------- --------- ----------------------------------------- 7 SOLE VOTING POWER 0 --------- ----------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,234,516 (see Items 4 and 5) OWNED BY EACH --------- ----------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------- ----------------------------------------- 10 SHARED DISPOSITIVE POWER 5,234,516 (see Item 5) - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,234,516 (see Item 5) - ----------- -------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% (see Item 5) - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------- CUSIP No. 88157K101 - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Lime Rock Partners V, L.P. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ---------------------------- --------- ----------------------------------------- 7 SOLE VOTING POWER 0 --------- ----------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,234,516 (see Items 4 and 5) OWNED BY EACH --------- ----------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------- ----------------------------------------- 10 SHARED DISPOSITIVE POWER 5,234,516 (see Item 5) - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,234,516 (see Item 5) - ----------- -------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% (see Item 5) - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN (Limited Partnership) - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------- CUSIP No. 88157K101 - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Lime Rock Partners GP V, L.P. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ---------------------------- --------- ----------------------------------------- 7 SOLE VOTING POWER 0 --------- ----------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,234,516 (see Items 4 and 5) OWNED BY EACH --------- ----------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------- ----------------------------------------- 10 SHARED DISPOSITIVE POWER 5,234,516 (see Item 5) - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,234,516 (see Item 5) - ----------- -------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% (see Item 5) - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN (Limited Partnership) - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------- CUSIP No. 88157K101 - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS LRP GP V, Inc. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ---------------------------- --------- ----------------------------------------- 7 SOLE VOTING POWER 0 --------- ----------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,234,516 (see Items 4 and 5) OWNED BY EACH --------- ----------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------- ----------------------------------------- 10 SHARED DISPOSITIVE POWER 5,234,516 (see Item 5) - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,234,516 (see Item 5) - ----------- -------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% (see Item 5) - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ----------- -------------------------------------------------------------------- Item 1. Security and Issuer This statement on Schedule 13D relates to the Common Shares (the "Shares") of Tesco Corporation (the "Issuer"), and is being filed pursuant to Rule 13d-1 under the Securities and Exchange Act of 1934, as amended (the "Act"). The Issuer's principal executive offices are located at 3993 West Sam Houston Parkway North, Suite 100, Houston, Texas, 77043. Item 2. Identity and Background (a) This Schedule 13D is being filed jointly by each of the following persons: 1. LRP V Luxembourg Holdings S.a r.l., a corporation incorporated under the laws of the Grand Duchy of Luxembourg, ("LRP V"); 2. Lime Rock Partners V, L.P., a Cayman Islands exempted limited partnership ("LRP"); 3. Lime Rock Partners GP V, L.P., a Cayman Islands exempted limited partnership ("GP LP"); and 4. LRP GP V, Inc., a Cayman Islands corporation ("GP Inc." and, together with LRP V, LRP and GP LP, the "Reporting Persons"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. The Joint Filing Agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.2 (the "Joint Filing Agreement"). (b) The address of the principal business and principal office of LRP V is 13-15 Avenue de la Liberte, L-1931 Luxembourg, Attn: Eric Vanderkerken or Hamish Hector Lawrence Ross. The address of the principal business and principal office of LRP, GP LP and GP Inc. is c/o Lime Rock Management, L.P., 274 Riverside Avenue, Westport, Connecticut 06680. The executive officers and directors of GP Inc., and their respective business addresses, are set forth on Schedule I hereto. (c) LRP V limits its activities solely to investing its funds in businesses engaged in the exploration, development, production, transportation, refining or marketing of energy and energy sources or the provision of related products, services and technologies. LRP V is the sole record owner of the Shares reported as beneficially owned in this Schedule 13D. LRP is the sole stockholder of LRP V. GP LP is the general partner of LRP. GP Inc. is the general partner of GP LP. The principal occupation of each executive officer and director of GP Inc. is set forth on Schedule I hereto. (d) During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the parties named on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the parties named on Schedule I, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws. (f) LRP V is a corporation incorporated under the laws of the Grand Duchy of Luxembourg. LRP and GP LP are Cayman Islands exempted limited partnerships. GP Inc. is a Cayman Islands corporation. Each of the executive officers and directors of GP Inc. is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds used by LRP V to purchase the securities of the Issuer as described herein was furnished from capital contributions from investors. The total amount of funds paid by LRP V to purchase the securities of the Issuer contemplated by the Purchase Agreement (as defined below) upon the closing of the transactions contemplated by the Purchase Agreement is $37,178,599.20. The total amount of funds paid by the LRP V to purchase the securities of the Issuer on the open market as described in Item 4 below is $1,727,548.32 excluding commission fees. Item 4. Purpose of Transaction. On July 13, 2009, LRP V entered into and consummated a Stock Purchase Agreement (the "Purchase Agreement") with Centennial Energy Partners, L.P., Hoyt Farm Partners, L.P., Quadrennial Partners, L.P., Centennial Energy Partners V. L.P. and Peter K. Seldin (the "Selling Shareholders"). The Purchase Agreement contains representations, warranties and covenants of both LRP V and the Selling Shareholders that are customary for a transaction of this nature. In accordance with the terms and conditions of the Purchase Agreement, the Selling Shareholders sold and LRP V purchased 4,990,416 Shares, which represent approximately 13.3% of the Issuer's outstanding Shares. LRP V is the direct beneficial owner of all the Shares beneficially owned by the Reporting Shareholders. Pursuant to the Purchase Agreement, LRP V paid $7.45 in cash for each Share (the "Per Share Consideration"). Pursuant to the terms and conditions of the Purchase Agreement, if LRP V or any of its related funds (collectively, the "Purchaser Entities"), directly or indirectly consummates, or if any Purchaser Entity is part of a group that directly or indirectly consummates, a Change of Control Transaction (as defined in the Purchase Agreement), which Change of Control Transaction is consummated or announced prior to December 31, 2009, at a purchase price per share greater than the Per -2- Share Consideration, LRP V shall promptly pay to each Selling Shareholder an amount of cash equal to: (i) the number of Shares sold to LRP V by such Selling Shareholder, multiplied by (ii) the difference of (A) the purchase price per Share paid by such Purchaser Entity and/or any group that such Purchaser Entity is a part of in such Change of Control Transaction less (B) the Per Share Consideration (in each case, as adjusted for any stock splits, dividends or other recapitalizations). The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is incorporated in this Schedule 13D by reference to Exhibit 99.1 to this Schedule 13D. From July 9, 2009 through July 16, 2009, LRP V acquired 244,100 Shares in open market purchases on NASDAQ through a securities broker as set forth on Schedule II hereto. The acquisition by LRP V of beneficial ownership of the securities as described herein was effected because of the Reporting Persons' belief that the Issuer represents an attractive investment based on the Issuer's business prospects and strategy. Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional securities of the Issuer, engage in discussions with the Issuer concerning further acquisitions of securities of the Issuer or otherwise invest in the Issuer or one or more of its subsidiaries. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer's securities, subsequent developments concerning the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or decrease the size of their investment in the Issuer or to sell any or all of the securities of the Issuer that they hold. Except as set forth above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons set forth on Schedule I, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's articles of amalgamation, By-Laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. -3- Item 5. Interest in Securities of the Issuer (a) The percentages used herein are calculated based upon the 37,551,466 Shares that were outstanding as of April 30, 2009 as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009. The number of Shares that may be deemed to be beneficially owned by the Reporting Persons, and the percentage of the outstanding Shares represented thereby, in each case as reported in this Schedule 13D, are based on the number of Shares owned by the Reporting Persons as of 4:00 p.m., Eastern Standard Time, on July 16, 2009. Due to their respective relationships with each other, as of 4:00 p.m., Eastern Standard Time, on July 16, 2009, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 5,234,516 Shares, representing approximately 13.9% of the outstanding class of Shares. (b) Each of LRP, GP LP and GP Inc. may be deemed to share with LRP V the power to vote or to direct the vote and to dispose or to direct the disposition of the 5,234,516 Shares LRP V may be deemed to beneficially own as of 4:00 p.m., Eastern Standard time, on July 16, 2009. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any Shares for purposes of Section 13(d) of Act, or for any other purpose. (c) Except as described in this Schedule 13D and those transactions in the Shares effected in open market purchases on NASDAQ through a securities broker by the Reporting Persons as set forth in Schedule II hereto, which includes all transactions effected through 4:00 p.m., Eastern Standard Time, on July 16, 2009, during the last sixty (60) days there were no transactions in the Shares effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members. (d) Except as set forth in this Item 5, no person other than each respective record owner of securities referred to herein is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities discussed herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer. As described in Item 4 hereto, LRP V entered into the Purchase Agreement. The information set forth in Item 4 with respect to the Purchase Agreement is incorporated into this Item 6 by reference. Item 7. Material to Be Filed as Exhibits Exhibit 99.1. Purchase Agreement, dated as of July 13, 2009, by and among the Selling Shareholders and LRP V Exhibit 99.2. Joint Filing Agreement, dated July 17, 2009, among the Reporting Persons -4- SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 17, 2009 LRP V LUXEMBOURG HOLDINGS S.A R.L. By: /s/ John T. Reynolds ---------------------------------------------- Name: John T. Reynolds Title: Authorized Signatory Dated: July 17, 2009 LIME ROCK PARTNERS V, L.P. By: Lime Rock Partners GP V, L.P., its general partner By: LRP GP V, Inc., its general partner By: /s/ John T. Reynolds ------------------------------------------ Name: John T. Reynolds Title: Director Dated: July 17, 2009 LIME ROCK PARTNERS GP V, L.P. By: LRP GP V, Inc., its general partner By: /s/ John T. Reynolds ------------------------------------------ Name: John T. Reynolds Title: Director Dated: July 17, 2009 LRP GP V, INC. By: /s/ John T. Reynolds ---------------------------------------------- Name: John T. Reynolds Title: Director Signature Page to Schedule 13D SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF GP INC. ------------------------------------------- - ---------------------- -------------------------- ------------------------------ Name Principal Occupation Business Address - ---------------------- -------------------------- ------------------------------ Mark A. McCall Secretary and Chief 274 Riverside Avenue Financial Officer Westport, CT 06680 - ---------------------- -------------------------- ------------------------------ John T. Reynolds Director 274 Riverside Avenue Westport, CT 06680 - ---------------------- -------------------------- ------------------------------ Jonathan Farber Director 274 Riverside Avenue Westport, CT 06680 - ---------------------- -------------------------- ------------------------------ Schedule II: ------------
- ----------------------------- ---------------------------------------------- ---------------------- -------------------- Date of Transaction Purchaser Number of Shares Price Per Share Purchase/(Sold) Excluding Commissions if Any - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/09/2009 LRP V Luxembourg Holdings S.a r.l. 600 $6.73 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/09/2009 LRP V Luxembourg Holdings S.a r.l. 700 $6.74 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/09/2009 LRP V Luxembourg Holdings S.a r.l. 4,850 $6.75 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/09/2009 LRP V Luxembourg Holdings S.a r.l. 2,500 $6.78 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/09/2009 LRP V Luxembourg Holdings S.a r.l. 98,500 $6.87 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/09/2009 LRP V Luxembourg Holdings S.a r.l. 13,580 $7.00 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/10/2009 LRP V Luxembourg Holdings S.a r.l. 100 $6.79 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/10/2009 LRP V Luxembourg Holdings S.a r.l. 600 $6.84 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/10/2009 LRP V Luxembourg Holdings S.a r.l. 2,800 $6.85 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/10/2009 LRP V Luxembourg Holdings S.a r.l. 1,400 $6.86 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/10/2009 LRP V Luxembourg Holdings S.a r.l. 300 $6.88 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/10/2009 LRP V Luxembourg Holdings S.a r.l. 1,400 $6.89 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/10/2009 LRP V Luxembourg Holdings S.a r.l. 24,819 $6.90 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/10/2009 LRP V Luxembourg Holdings S.a r.l. 3,495 $6.95 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/15/2009 LRP V Luxembourg Holdings S.a r.l. 1,300 $7.31 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/15/2009 LRP V Luxembourg Holdings S.a r.l. 900 $7.32 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/15/2009 LRP V Luxembourg Holdings S.a r.l. 1,400 $7.33 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/15/2009 LRP V Luxembourg Holdings S.a r.l. 1,300 $7.34 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/15/2009 LRP V Luxembourg Holdings S.a r.l. 400 $7.35 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 100 $7.33 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 700 $7.34 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 1,600 $7.35 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 800 $7.36 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 679 $7.37 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 890 $7.38 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 1,446 $7.39 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 24,441 $7.40 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 2,500 $7.44 - ----------------------------- ---------------------------------------------- ---------------------- -------------------- 7/16/2009 LRP V Luxembourg Holdings S.a r.l. 50,000 $7.45 - ----------------------------- ---------------------------------------------- ---------------------- --------------------
EX-99.1 2 t5006702b.txt STOCK PURCHASE AGREEMENT Exhibit 99.1 Execution Copy STOCK PURCHASE AGREEMENT ------------------------ STOCK PURCHASE AGREEMENT, dated as of July 13, 2009 (the "Agreement"), by and among LRP V Luxembourg Holdings S.a r.l., a corporation incorporated under the laws of The Grand Duchy of Luxembourg (the "Purchaser"), and Centennial Energy Partners, L.P., a Delaware limited partnership, Hoyt Farm Partners, L.P., a Delaware limited partnership, Quadrennial Partners, L.P., a Delaware limited partnership, Centennial Energy Partners V, L.P., a Delaware limited partnership, and Peter K. Seldin (each, a "Seller" and, collectively, the "Sellers"). 1. Purchase and Sale. (a) Each Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from such Seller, at the Closing (as defined below) and upon the terms and subject to the conditions, and in reliance upon the representations, set forth herein, such number of shares as is set forth on Schedule A hereto opposite such Seller's name (collectively, the "Shares") of the common shares of Tesco Corporation ("Tesco", and such common shares, the "Tesco Common Stock"), for total consideration per share of $7.45 (the "Per Share Consideration"), and for an aggregate consideration of $37,178,599.20. (b) In the event that, prior to the Closing, the number of outstanding shares of Tesco Common Stock is increased or decreased as a result of any stock dividend, stock split, stock combination, recapitalization, reclassification or other change in corporate structure involving Tesco Common Stock or other similar corporate action, the number of Shares subject to this Agreement and the Per Share Consideration shall be equitably adjusted to take into account such event. In the event that, prior to the Closing, the Tesco Common Stock is reclassified or Tesco effects a consolidation, merger or other change in corporate structure such that the Shares are no longer outstanding, the Sellers shall in lieu of the obligation to deliver the Shares hereunder solely be obligated to deliver any cash, securities, property or other assets into which the Shares have been so reclassified or converted. 2. Purchaser's Representations and Warranties. The Purchaser hereby represents and warrants to each Seller that: (a) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement is a valid and binding agreement, enforceable against it in accordance with its terms; (c) neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the performance of its obligations hereunder, will (i) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any material contract, agreement, instrument, commitment, arrangement or understanding to which it is a party, (ii) require any material consent, authorization or approval of any Person (as defined below), or (iii) violate or conflict with any domestic or foreign law, statute, code, rule, regulation, writ, injunction or decree applicable to it; and (d) the Purchaser has, or will have at the applicable date or dates, all funds necessary to pay the aggregate Per Share Consideration. 3. Sellers' Representations and Warranties. Each Seller severally (and not jointly) represents and warrants to the Purchaser that: (a) such Seller is duly authorized to execute and deliver this Agreement and to perform his or its obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement is a valid and binding agreement, enforceable against such Seller in accordance with its terms; (c) such Seller has and will have at the Closing legal and valid title to the Shares set forth opposite its name on Schedule A hereto, free and clear of all liens and encumbrances and has all power to vote, dispose of and exercise all other rights with respect to such Shares, subject to the terms of this Agreement; (d) the sale and delivery of the Shares to the Purchaser in accordance with the terms hereof will vest in Purchaser legal and valid title to the Shares, free and clear of all liens and encumbrances; (e) neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the performance of such Seller's obligations hereunder, will (i) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any material contract, agreement, instrument, commitment, arrangement or understanding to which such Seller is a party, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to such Seller's Shares, (ii) require any material consent, authorization or approval of any Person, or (iii) violate or conflict with any domestic or foreign law, statute, code, rule, regulation, writ, injunction or decree applicable to such Seller or such Seller's Shares; and (f) to the best of each Seller's knowledge, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the performance of each Seller's obligations hereunder, will result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any policies of Tesco or any of its subsidiaries including, but not limited to, those governing the trading of the Shares. 4. Closing. The closing of the purchase and sale of the Shares contemplated hereby (the "Closing") shall take place at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, at 10:00 a.m. on the first business day after the - 2 - date that the conditions set forth in Section 5 and Section 6 hereof shall be satisfied or waived (other than those conditions which by their nature will be satisfied at the Closing), or such other time, date or place as the parties may mutually agree. At the Closing: (a) the Sellers or one of their Affiliates will sell, transfer and deliver the Shares, via the Depository Trust Company system, free and clear of all liens and encumbrances; and (b) the Purchaser will purchase the Shares and deliver to the Sellers the Per Share Consideration in respect of each Share by wire transfer of immediately available funds to the previously designated account(s) of the Sellers. 5. Conditions to the Purchaser's Obligations. The obligations of the Purchaser to consummate the purchase and sale of the Shares and the conveyance of beneficial ownership therein as provided in this Agreement (the "Transaction") are subject to (i) the representations and warranties of the Sellers hereunder being true when made and being true in all material respects as of the Closing as if made at and as of the date thereof, (ii) the Sellers having complied in all material respects with all agreements and covenants required to be performed by them hereunder at or prior to the Closing, (iii) there not being in effect any injunction or other order issued by a court of competent jurisdiction or governmental agency restraining or prohibiting the consummation of the Transaction and (iv) the Purchaser having received an opinion from the Sellers' counsel that the Transaction may be effected without registration under the Securities Act of 1933, as amended. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall have no obligation to purchase any Seller's Shares at the Closing unless all of the Shares have been delivered free and clear of all liens by the Sellers upon delivery of payment by the Purchaser 6. Conditions to the Sellers' Obligations. The obligations of the Sellers to consummate the Transaction are subject to (i) there not being in effect any injunction or other order issued by a court of competent jurisdiction or governmental agency restraining or prohibiting the consummation of the Transaction, (ii) the representations and warranties of the Purchaser hereunder being true when made and being true in all material respects as of the Closing as if made at and as of the date thereof, (iii) the Purchaser having complied in all material respects with all agreements and covenants required to be performed by them hereunder at or prior to the Closing and (iv) all consents and approvals from all governmental and self-regulatory authorities necessary for the consummation of the Transaction having been obtained. Notwithstanding anything in this Agreement to the contrary, no Seller shall be obligated to sell such Seller's Shares at the Closing unless the Purchaser purchases all of the Shares at the Closing. 7. Certain Covenants. (a) Each Seller and the Purchaser agrees to use commercially reasonable efforts to cause the conditions to Closing set forth herein to be satisfied as promptly as practicable after the date hereof and to cause the Closing to occur in accordance with the terms hereof. At any time or times from and after the Closing, the Sellers, on the one hand, and the Purchaser, on the other hand, shall, at the request of the other party, execute and deliver any further instruments - 3 - and documents and take all such further action as such other may reasonably request in order to evidence or effect the intents and purposes of the Transaction. (b) The Sellers and the Purchaser shall make all necessary filings and other required submissions with respect to this Agreement and the consummation of the transactions contemplated hereby, as required under applicable United States securities laws. (c) Neither the Purchaser nor any Seller will take any action that would result in a breach of any covenant, representation or warranty or any other obligation hereunder by such party. Each Seller agrees to notify Purchaser promptly if it learns of any event that would result in a failure of the conditions set forth in Section 5 hereof to be satisfied or that would constitute a breach of any of its representations, warranties or covenants hereunder. The Purchaser agrees to notify the Sellers promptly if it learns of any event that would result in a failure of the conditions set forth in Section 6 hereof to be satisfied or that would constitute a breach of its representations, warranties or covenants hereunder. (d) The Purchaser hereby agrees that if it or any of its related funds (collectively, the "Purchaser Entities"), directly or indirectly consummates, or if any Purchaser Entity is part of a group that directly or indirectly consummates, a Change of Control Transaction (as defined below), which Change of Control Transaction is consummated or announced prior to December 31, 2009, at a purchase price per share greater than the Per Share Consideration, the Purchaser shall promptly pay to each Seller an amount of cash equal to: (i) the number of Shares sold to Purchaser by such Seller, multiplied by (ii) the difference of (A) the purchase price per share of Tesco Common Stock paid by such Purchaser Entity and/or any group that such Purchaser Entity is a part of in such Change of Control Transaction less (B) the Per Share Consideration (in each case, as adjusted for any stock splits, dividends or other recapitalizations). 8. Distributions. The Sellers agree that the Per Share Consideration shall be reduced by the amount (or, in the case of a non-cash dividend, the fair market value) of dividends per Share declared as of any record date after the date hereof and prior to the Closing; provided, however, that in the event any such dividend that caused a reduction of the Per Share Consideration shall not ultimately be paid to or for the benefit of Sellers, the amount of such reduction shall be reversed or equitably adjusted to take into account such event. 9. Expenses. Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby. 10. Survival. All representations, warranties and agreements made by the Sellers, or the Purchaser in this Agreement shall survive for one year following the Closing hereunder and any investigation at any time made by or on behalf of any party hereto. 11. Notices. All notices, claims, requests, demands and other communications hereunder will be in writing and will be deemed to have been duly given if delivered or mailed (registered or certified mail, postage prepaid, return receipt) as follows: (a) If to the Purchaser, to: - 4 - LRP V Luxembourg Holdings S.a r.l. 13-15 Avenue de la Liberte L-1931 Luxembourg Attn: Eric Vanderkerken or Hamish Hector Lawrence Ross Telephone: 352 268 901 Facsimile: 352 268 901 69 with a copy to (which shall not constitute notice): Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York Attention: Bruce Herzog/Adam Turteltaub Facsimile: 212.728.8111 (b) If to the Sellers, to: Peter K. Seldin Managing Member Centennial Energy Partners, L.L.C. 575 Lexington Avenue, 33rd Floor New York, NY 10022 Telephone (212) 753-5150 Facsimile: (212) 753-5927 with a copy to (which shall not constitute notice): Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Attention: Robert Van Grover Fax: (212) 480-8421 or such other address as the person to whom notice is to be given may have previously furnished to the others in writing in the manner set forth above (provided that notice of any change of address shall be effective only upon receipt thereof). 12. Specific Performance. Money damages would not be a sufficient remedy for any breach of this Agreement by any party and, in addition to all other remedies available under applicable law, each party shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. Neither the Purchaser nor any Seller will oppose the granting of such relief and each will waive any requirement for the posting of any bond or other security in connection therewith. 13. Termination. This Agreement may be terminated by (a) mutual agreement of the Sellers and the Purchaser, (b) the Sellers or the Purchaser, if the Closing shall not have - 5 - occurred by the date that is two (2) weeks from the date hereof; provided, however, that the right to terminate this Agreement under this Section 13(b) shall not be available to Sellers, on the one hand, or the Purchaser, on the other hand, if such parties' failure to fulfill any obligations under this Agreement has been the primary cause of, or resulted in, the failure of the Closing to occur before such date, (c) the Purchaser, in the case of any material breach of this Agreement by any Seller, (d) any Seller, in the case of any material breach of this Agreement by the Purchaser or (e) any Seller or the Purchaser, if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a non-appealable order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement. 14. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: (a) "Affiliate" shall mean, with respect to any Person, any other Person controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control," when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. (b) "Change of Control Transaction" shall mean any transaction, or series of related transactions, pursuant to which the Purchaser Entities, or any group of which they are a part, will have, after giving effect to such transaction(s), direct or indirect record or beneficial ownership (as defined under Rule 13(d) of the Securities Exchange Act of 1934, as amended) of all or substantially all of the assets of Tesco and its subsidiaries, taken as a whole, or 50% or more of the aggregate voting power of Tesco's equity securities including, without limitation, pursuant to a merger, consolidation or other business combination, tender offer, subscription, purchase, recapitalization, exchange offer or similar transaction. (c) "Person" shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association or joint venture or any other entity, including without limitation, any governmental agency or entity. 15. Miscellaneous. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. No party to this Agreement may assign any of its rights or obligations hereunder without the prior written consent of the other parties, except that (i) the rights and obligations of the Purchaser may be assigned to one or more Affiliates of Purchaser, at which time such assignee will be deemed a Purchaser under this Agreement and such assignee shall execute a counterparty signature page to this Agreement, but no such transfer shall relieve the Purchaser of its obligations hereunder if such transferee does not perform such obligations, and (ii) the rights and obligations of a Seller may be assigned to an Affiliate of such Seller to which such Seller simultaneously assigns such Seller's Shares, at which time such assignee will be deemed a Seller under this Agreement and such assignee shall execute a counterparty signature page to this Agreement, but no such transfer shall relieve the transferring Seller of its obligations hereunder - 6 - if such transferee does not perform such obligations. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person not a party to this Agreement any rights, benefits or remedies of any nature whatsoever. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law). The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the County and State of New York and the Federal courts of the United States of America located in the County and State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. 16. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] - 7 - IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto as of the date first written above. PURCHASER: LRP V LUXEMBOURG HOLDINGS S.A R.L. By: /s/ Eric Vanderkerken --------------------------------------- Name: Eric Vanderkerken Title: Authorized Signatory SELLERS: CENTENNIAL ENERGY PARTNERS, L.P. By: /s/ Peter K. Seldin --------------------------------------- Name: Peter K. Seldin Title: Managing Member Centennial Energy Partners, L.L.C. As General Partner HOYT FARM PARTNERS, L.P. By: /s/ Peter K. Seldin --------------------------------------- Name: Peter K. Seldin Title: Managing Member Centennial Energy Partners, L.L.C. As General Partner QUADRENNIAL PARTNERS, L.P. By: /s/ Peter K. Seldin --------------------------------------- Name: Peter K. Seldin Title: Managing Member Centennial Energy Partners, L.L.C. As General Partner CENTENNIAL ENERGY PARTNERS V, L.P. By: /s/ Peter K. Seldin --------------------------------------- Name: Peter K. Seldin Title: Managing Member Centennial Energy Partners, L.L.C. As General Partner PETER K. SELDIN By: /s/ Peter K. Seldin --------------------------------------- SCHEDULE A ---------- SELLERS ------- - ---------------------------------- ----------------- --------------------------- Seller Shares Purchase Price - ---------------------------------- ----------------- --------------------------- Centennial Energy Partners, 2,390,476 17,809,046.20 L.P. - ---------------------------------- ----------------- --------------------------- Hoyt Farm Partners, L.P. 1,943,754 14,480,967.30 - ---------------------------------- ----------------- --------------------------- Quadrennial Partners, L.P. 521,047 3,881,800.15 - ---------------------------------- ----------------- --------------------------- Centennial Energy Partners V, 58,373 434,878.85 L.P. - ---------------------------------- ----------------- --------------------------- Peter K. Seldin 76,766 571,906.70 - ---------------------------------- ----------------- --------------------------- - ---------------------------------- ----------------- --------------------------- - ---------------------------------- ----------------- --------------------------- EX-99.2 3 t5006702c.txt JOINT FILING AGREEMENT Exhibit 99.2 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto, with respect to the common stock of Tesco Corporation, a corporation incorporated under the Business Corporation Act (Alberta), and that this Agreement be included as an Exhibit to such filing. The undersigned acknowledge that each shall be responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. Dated: July 17, 2009 LRP V LUXEMBOURG HOLDINGS S.A R.L. By: /s/ John T. Reynolds ---------------------------------------------- Name: John T. Reynolds Title: Authorized Signatory Dated: July 17, 2009 LIME ROCK PARTNERS V, L.P. By: Lime Rock Partners GP V, L.P., its general partner By: LRP GP V, Inc., its general partner By: /s/ John T. Reynolds ------------------------------------------ Name: John T. Reynolds Title: Director Dated: July 17, 2009 LIME ROCK PARTNERS GP V, L.P. By: LRP GP V, Inc., its general partner By: /s/ John T. Reynolds ------------------------------------------ Name: John T. Reynolds Title: Director Dated: July 17, 2009 LRP GP V, INC. By: /s/ John T. Reynolds ---------------------------------------------- Name: John T. Reynolds Title: Director -----END PRIVACY-ENHANCED MESSAGE-----