8-K

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):  05/04/2012

Tesco Corporation

(Exact name of registrant as specified in its charter)

Alberta	76-0419312
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
3993 West Sam Houston Parkway North Suite 100 Houston, Texas	77043-1221
(Address of Principal Executive Offices)	(Zip Code)

713-359-7000

(Registrant's telephone number, including area code)

Commission File Number:  0-28778

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

First Amendment to Asset Purchase Agreement

In conjunction with the previously announced sale of the Casing Drilling division by Tesco Corporation, an Alberta corporation (the “Company”), to Schlumberger Oilfield Holdings Ltd., a British Virgin Islands company, and Schlumberger Technology Corporation, a Texas corporation (together, the “Schlumberger Group”), the Company and the Schlumberger Group entered on June 4, 2012 into a First Amendment to the Asset Purchase Agreement (the "Amendment"), amending that certain Asset Purchase Agreement dated April 29, 2012 (the “Asset Purchase Agreement”).

The Amendment amends certain provisions of the Asset Purchase Agreement to (i) update the schedules and exhibits to the Asset Purchase Agreement, (ii) increase the escrow amount from $3 million to $6 million, and (iii) provide that the Company shall complete the transfer of the physical possession of the tangible assets to the Schlumberger Group and its affiliates within thirty days of the the closing.

Concurrent with the execution of the Amendment, the Company completed on June 4, 2012 the previously announced sale of substantially all of the assets of its Casing Drilling division to the Schlumberger Group, for $45,000,000 in cash, subject to certain adjustments, on the terms previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 1, 2012. The Company had no prior material relationship with any of the parties to the transaction.

The foregoing descriptions are qualified in their entirety by reference to the full text of the (i) Amendment, which is attached hereto as Exhibit 10.1, and (ii) to the Asset Purchase Agreement, which was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 1, 2012 and incorporated herein by reference.

Item 2.01.Completion of Acquisition or Disposition of Assets.

The text set forth above under Item 1.01 is incorporated into this Item by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma condensed financial statements required by this Item, with respect to the disposition described in Item 2.01 herein, are filed herewith as Exhibit 99.1 and were prepared using estimates based on preliminary amounts and are subject to customary terms and adjustments, including adjustments for working capital.

(d) Exhibits

Exhibit	Exhibit Description
10.1	First Amendment to the Asset Purchase Agreement, dated June 4, 2012. The schedules and other attachments to the First Amendment to the Asset Purchase Agreement in this Exhibit 10.1 have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Tesco Corporation hereby agrees to furnish a copy of any omitted schedule and attachment to the Commission upon request.
99.1	Unaudited pro forma condensed consolidated financial statements for the year ended December 31, 2011 and as of and for the three months ending March 31, 2012 that give effect to the disposition of Tesco Corporation's Casing Drilling division.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TESCO CORPORATION
Date: June 8, 2012	By:	/s/ Dean Ferris
		Dean Ferris, Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit	Exhibit Description
10.1	First Amendment to the Asset Purchase Agreement, dated June 4, 2012. The schedules and other attachments to the First Amendment to the Asset Purchase Agreement in this Exhibit 10.1 have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Tesco Corporation hereby agrees to furnish a copy of any omitted schedule and attachment to the Commission upon request.
99.1	Unaudited pro forma condensed consolidated financial statements for the year ended December 31, 2011 and as of and for the three months ending March 31, 2012 that give effect to the disposition of Tesco Corporation's Casing Drilling division.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of June 4, 2012 by and between Tesco Corporation, a corporation organized under the laws of Alberta, Canada (“Seller”), Schlumberger Oilfield Holdings Ltd., a British Virgin Islands company (“SOHL”), and Schlumberger Technology Corporation, a Texas corporation (“STC” and, together with SOHL, “Buyers”).

RECITALS

1. The Parties have entered into that certain Asset Purchase Agreement dated April 29, 2012 (the “Agreement”).

2. The Parties desire to make certain amendments to the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof, the parties, intending to be legally bound, hereto agree as follows:

Article IAMENDMENTS

1.1Amendment of Exhibits. Exhibit “A”, Exhibit “B-2”, Exhibit “C”, Exhibit “G”, Exhibit “I” and Exhibit “K” to the Agreement are hereby deleted and replaced in their entirety by Exhibit “A”, Exhibit “B-2”, Exhibit “C”, Exhibit “G”, Exhibit “I” and Exhibit “K”, respectively, to this Amendment.

1.2Amendment of Schedules. Schedule 4.15(a) to the Agreement is hereby deleted and replaced in its entirety by Schedule 4.15(a) to this Amendment.

1.3Escrow Amount. Section 3.2(c) of the Agreement is hereby amended and restated as follows:

“(c)    (i) STC shall pay to Seller the portion of the Purchase Price attributable to the US Assets, as set forth on Exhibit “K”, net of STC’s share of the Escrow Amount (as described below) and (ii) SOHL shall pay to Seller the portion of the Purchase Price attributable to the Non-US Assets, as set forth on Exhibit “K”, net of SOHL’s share of the Escrow Amount, in each case, in immediately available funds, in lawful money of the United States of America. The Escrow Amount shall be $6,000,000 and will be deposited with JPMorgan Chase Bank, National Association (the “Escrow Agent”), to be held and distributed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement (as hereinafter defined);”

1.4Further Assurances. Section 6.4 of the Agreement is hereby amended and restated as follows:

“6.4    Further Assurances. The parties will execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to each other after the Closing such further instruments of transfer, assignment and conveyance (in form and substance reasonably satisfactory to Buyers), and take such other action as may

reasonably be required to effectively carry out the transfer of the Assets and the Business, free and clear of all Liens (other than Permitted Encumbrances) and the consummation of the matters contemplated by this Agreement, and any other document reasonably requested by Buyers in connection with this Agreement. For the avoidance of doubt, the Seller shall complete the transfer (at a Seller facility) of physical possession of all tangible Assets to Buyers within 30 days of the Closing.”

ARTICLE II    
MISCELLANEOUS PROVISIONS

2.1Certain Defined Terms. Capitalized terms used in this Amendment that are not defined in the text of the body of this Amendment shall have the meanings given such terms in the Agreement.

2.2No Other Amendments. All provisions of the Agreement, unless amended by this Amendment, shall remain unchanged.

2.3Counterparts. This Amendment may be executed in multiple counterparts, each of which will be deemed an original but all of which together will constitute but one and the same instrument.

2.4Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.

[SIGNATURE PAGE FOLLOWS]

The parties hereto have duly executed this Amendment as of the date first written above.

SCHLUMBERGER TECHNOLOGY CORPORATION,

a Texas corporation

By:    ___________________________________

Name:    ___________________________________

Title:    ___________________________________

“STC”

SCHLUMBERGER OILFIELD HOLDINGS LTD.,

a British Virgin Islands company

By:    ___________________________________

Name:    ___________________________________

Title:    ___________________________________

“SOHL”

TESCO CORPORATION,

an Alberta, Canada corporation

By:    ___________________________________

Name:    Robert L. Kayl

Title:    Senior Vice President

“SELLER”

EX-99.1

Exhibit 99.1

The unaudited pro forma condensed consolidated information has been prepared using estimates based on preliminary amounts and are subject to customary terms and adjustments, including adjustments for working capital.

TESCO CORPORATION

Pro Forma Condensed Consolidated Balance Sheet (Unaudited)

(in thousands)

	March 31, 2012 Historical		Balances Attributable to Casing Drilling				March 31, 2012 Pro Forma
Assets
Current assets
Cash and cash equivalents	$	17,891	$	40,368		(a)	$	58,259
Accounts receivable trade, net	132,891		(4,864		)		128,027
Inventories, net	127,786		(6,910		)		120,876
Income taxes recoverable	3,007		—				3,007
Deferred income taxes	5,866		(1,605		)	(b)	4,261
Prepaid and other assets	30,531		—				30,531
Total current assets	317,972		26,989				344,961
Property, plant and equipment, net	207,546		(10,999		)		196,547
Goodwill	32,732		—				32,732
Deferred income taxes	12,020		—				12,020
Intangible and other assets, net	6,727		(415		)		6,312
Total assets	$	576,997	$	15,575			$	592,572
Liabilities and Shareholders’ Equity
Current liabilities
Current portion of long term debt	$	725	$	—			$	725
Accounts payable	53,779		—				53,779
Deferred revenue	23,392		—				23,392
Warranty reserves	7,472		—				7,472
Income taxes payable	2,057		1,289			(b)	3,346
Accrued and other current liabilities	25,570		—				25,570
Total current liabilities	112,995		1,289				114,284
Long term debt	25,575		—				25,575
Other liabilities	2,623		—				2,623
Deferred income taxes	7,694		699			(b)	8,393
Total liabilities	148,887		1,988				150,875
Shareholders’ equity
Common shares	207,457		—				207,457
Retained earnings	185,152		13,587			(c)	198,739
Accumulated comprehensive income	35,501		—				35,501
Total shareholders’ equity	428,110		13,587				441,697
Total liabilities and shareholders’ equity	$	576,997	$	15,575			$	592,572

TESCO CORPORATION

Pro Forma Condensed Consolidated Statement of Income (Unaudited)

Three months ended March 31, 2012

(in thousands, except per share information)

	Tesco Historical			Operations Attributable to Casing Drilling (d)			Pro Forma Consolidated
Revenue
Products	$	68,941		$	—		$	68,941
Services	83,480			(6,642		)	76,838
	152,421			(6,642		)	145,779
Operating expenses
Cost of sales and services
Products	52,310			—			52,310
Services	67,485			(6,842		)	60,643
	119,795			(6,842		)	112,953
Selling, general and administrative	11,063			(108		)	10,955
Research and engineering	2,542			(1,339		)	1,203
Total operating expenses	133,400			(8,289		)	125,111
Operating income	19,021			1,647			20,668
Other expense (income)
Interest expense	(358		)	—			(358		)
Interest income	(31		)	—			(31		)
Foreign exchange losses	280			(27		)	253
Other expense (income)	(1,332		)	—			(1,332		)
Total other expense	(1,441		)	(27		)	(1,468		)
Income before income taxes	20,462			1,674			22,136
Income tax provision	6,043			547			6,590
Net income	$	14,419		$	1,127		$	15,546
Earnings per share:
Basic	$	0.37					$	0.40
Diluted	$	0.37					$	0.40
Weighted average number of shares:
Basic	38,583						38,583
Diluted	39,066						39,066

TESCO CORPORATION

Pro Forma Condensed Consolidated Statement of Income (Unaudited)

Year ended December 31, 2011

(in thousands, except per share information)

	Tesco Historical			Operations Attributable to Casing Drilling (d)			Pro Forma Consolidated
Revenue
Products	$	211,313		$	—		$	211,313
Services	301,656			(16,241		)	285,415
	512,969			(16,241		)	496,728
Operating expenses
Cost of sales and services
Products	155,168			—			155,168
Services	253,626			(24,791		)	228,835
	408,794			(24,791		)	384,003
Selling, general and administrative	49,146			(918		)	48,228
Research and engineering	12,512			(7,991		)	4,521
Total operating expenses	470,452			(33,700		)	436,752
Operating income	42,517			17,459			59,976
Other expense (income)
Interest expense	1,504			—			1,504
Interest income	(2,596		)	—			(2,596		)
Foreign exchange losses	2,523			(178		)	2,345
Other expense (income)	(186		)	—			(186		)
Total other expense	1,245			(178		)	1,067
Income before income taxes	41,272			17,637			58,909
Income tax provision	14,276			5,051			19,327
Net income	$	26,996		$	12,586		$	39,582
Earnings per share:
Basic	$	0.71					$	1.04
Diluted	$	0.69					$	1.02
Weighted average number of shares:
Basic	38,211						38,211
Diluted	38,878						38,878

TESCO CORPORATION

Pro Forma Condensed Consolidated Financial Information (Unaudited)

(a) Estimated net cash proceeds from sale, after estimated working capital adjustments of $2.5 million, estimated employee-related costs of $1.4 million and estimated transaction costs of $0.7 million. Of the $45.0 million of proceeds from the sale, $6.0 million is held in escrow by a third party money market deposit account until certain terms and conditions are satisfied by the Company.

(b) Estimated income tax effects of the gain on sale of Casing Drilling.

(c) Estimated after-tax gain on sale, which totals $13.6 million.

(d) To reflect the removal of the operating results of Casing Drilling as if the transaction occurred on January 1, 2011. For the purposes of this unaudited pro forma condensed consolidated financial information, estimated tax rates of 30% for the three months ended March 31, 2012 and 33% for the twelve months ended December 31, 2011 have been used. The estimated income tax rates are based on applicable enacted statutory tax rates for the periods referenced above.

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Pro Forma Condensed Consolidated Balance Sheet (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012
Current assets
Cash and cash equivalents	$ 58,259
Accounts receivable trade, net	128,027
Inventories, net	120,876
Income taxes recoverable	3,007
Deferred income taxes	4,261
Prepaid and other assets	30,531
Total current assets	344,961
Property, plant and equipment, net	196,547
Goodwill	32,732
Deferred income taxes	12,020
Intangible and other assets, net	6,312
Total assets	592,572
Current liabilities
Current portion of long term debt	725
Accounts payable	53,779
Deferred revenue	23,392
Warranty reserves	7,472
Income taxes payable	3,346
Accrued and other current liabilities	25,570
Total current liabilities	114,284
Long term debt	25,575
Other liabilities	2,623
Deferred income taxes	8,393
Total liabilities	150,875
Shareholders' equity
Common Shares	207,457
Retained earnings	198,739
Accumulated comprehensive income	35,501
Total shareholders' equity	441,697
Total liabilities and Shareholders' equity	592,572
Scenario, Previously Reported [Member]
Current assets
Cash and cash equivalents	17,891
Accounts receivable trade, net	132,891
Inventories, net	127,786
Income taxes recoverable	3,007
Deferred income taxes	5,866
Prepaid and other assets	30,531
Total current assets	317,972
Property, plant and equipment, net	207,546
Goodwill	32,732
Deferred income taxes	12,020
Intangible and other assets, net	6,727
Total assets	576,997
Current liabilities
Current portion of long term debt	725
Accounts payable	53,779
Deferred revenue	23,392
Warranty reserves	7,472
Income taxes payable	2,057
Accrued and other current liabilities	25,570
Total current liabilities	112,995
Long term debt	25,575
Other liabilities	2,623
Deferred income taxes	7,694
Total liabilities	148,887
Shareholders' equity
Common Shares	207,457
Retained earnings	185,152
Accumulated comprehensive income	35,501
Total shareholders' equity	428,110
Total liabilities and Shareholders' equity	576,997
Pro Forma [Member]
Current assets
Cash and cash equivalents	40,368	[1]
Accounts receivable trade, net	(4,864)
Inventories, net	(6,910)
Income taxes recoverable	0
Deferred income taxes	(1,605)	[2]
Prepaid and other assets	0
Total current assets	26,989
Property, plant and equipment, net	(10,999)
Goodwill	0
Deferred income taxes	0	[2]
Intangible and other assets, net	(415)
Total assets	15,575
Current liabilities
Current portion of long term debt	0
Accounts payable	0
Deferred revenue	0
Warranty reserves	0
Income taxes payable	1,289	[2]
Accrued and other current liabilities	0
Total current liabilities	1,289
Long term debt	0
Other liabilities	0
Deferred income taxes	699	[2]
Total liabilities	1,988
Shareholders' equity
Common Shares	0
Retained earnings	13,587	[3]
Accumulated comprehensive income	0
Total shareholders' equity	13,587
Total liabilities and Shareholders' equity	$ 15,575

[1] Estimated net cash proceeds from sale, after estimated working capital adjustments of $2.5 million, estimated employee-related costs of $1.4 million and estimated transaction costs of $0.7 million. Of the $45.0 million of proceeds from the sale, $6.0 million is held in escrow by a third party money market deposit account until certain terms and conditions are satisfied by the Company.

[2] Estimated income tax effects of the gain on sale of Casing Drilling.

[3] Estimated after-tax gain on sale, which totals $13.6 million.

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Pro Forma Condensed Consolidated Statement of Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012		Dec. 31, 2011
Revenue
Products	$ 68,941		$ 211,313
Services	76,838		285,415
Total revenue	145,779		496,728
Cost of sales and services
Products	52,310		155,168
Services	60,643		228,835
Cost of sales and services	112,953		384,003
Selling, general and administrative	10,955		48,228
Research and engineering	1,203		4,521
Total operating expenses	125,111		436,752
Operating income	20,668		59,976
Other expense (income)
Interest expense	(358)		1,504
Interest income	(31)		(2,596)
Foreign exchange losses	253		2,345
Other expense (income)	(1,332)		(186)
Total other expense	(1,468)		1,067
Income before income taxes	22,136		58,909
Income tax provision	6,590		19,327
Net income	15,546		39,582
Weighted average number of shares:
Basic	38,583		38,211
Diluted	39,066		38,878
Scenario, Previously Reported [Member]
Revenue
Products	68,941		211,313
Services	83,480		301,656
Total revenue	152,421		512,969
Cost of sales and services
Products	52,310		155,168
Services	67,485		253,626
Cost of sales and services	119,795		408,794
Selling, general and administrative	11,063		49,146
Research and engineering	2,542		12,512
Total operating expenses	133,400		470,452
Operating income	19,021		42,517
Other expense (income)
Interest expense	(358)		1,504
Interest income	(31)		(2,596)
Foreign exchange losses	280		2,523
Other expense (income)	(1,332)		(186)
Total other expense	(1,441)		1,245
Income before income taxes	20,462		41,272
Income tax provision	6,043		14,276
Net income	14,419		26,996
Earnings per share:
Basic	$ 0.37		$ 0.71
Diluted	$ 0.37		$ 0.69
Weighted average number of shares:
Basic	38,583		38,211
Diluted	39,066		38,878
Pro Forma [Member]
Revenue
Products	0	[1]	0	[1]
Services	(6,642)	[1]	(16,241)	[1]
Total revenue	(6,642)	[1]	(16,241)	[1]
Cost of sales and services
Products	0	[1]	0	[1]
Services	(6,842)	[1]	(24,791)	[1]
Cost of sales and services	(6,842)	[1]	(24,791)	[1]
Selling, general and administrative	(108)	[1]	(918)	[1]
Research and engineering	(1,339)	[1]	(7,991)	[1]
Total operating expenses	(8,289)	[1]	(33,700)	[1]
Operating income	1,647	[1]	17,459	[1]
Other expense (income)
Interest expense	0	[1]	0	[1]
Interest income	0	[1]	0	[1]
Foreign exchange losses	(27)	[1]	(178)	[1]
Other expense (income)	0	[1]	0	[1]
Total other expense	(27)	[1]	(178)	[1]
Income before income taxes	1,674	[1]	17,637	[1]
Income tax provision	547	[1]	5,051	[1]
Net income	$ 1,127	[1]	$ 12,586	[1]

[1] To reflect the removal of the operating results of Casing Drilling as if the transaction occurred on January 1, 2011. For the purposes of this unaudited pro forma condensed consolidated financial information, estimated tax rates of 30% for the three months ended March 31, 2012 and 33% for the twelve months ended December 31, 2011 have been used. The estimated income tax rates are based on applicable enacted statutory tax rates for the periods referenced above.

XML

Document and Entity Information Document	3 Months Ended
	Mar. 31, 2012	Apr. 30, 2012
Document Information [Line Items]
Entity Registrant Name	TESCO CORP
Entity Central Index Key	0001022705
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	8-K
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		38,611,383