Investor Presentation

Forward-Looking Statements

Some of the statements in this presentation may constitute forward-looking statements. Words such as anticipate, expect, project, intend, plan, believe, and words

and

terms

similar

substance

and

any

financial

projections

used

connection

with

any

discussion

future

plans,

strategies,

objectives,

actions,

events

identify

forward-looking statements. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the benefits of the

proposed transaction involving EAC and IDE; EAC's and IDE's plans, objectives, expectations and intentions; the expected timing of completion of the

transaction; the results of the tender offer for EAC’s common shares; EAC’s ability to obtain any financing required in connection with the merger, the tender offer

or a potential acquisition; the potential benefits of the proposed transaction with Rig Works, Inc.; and other statements relating to the transaction that are not

historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no

assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such

forward-looking statements. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Schedule TO filed with the

SEC in connection with the merger and tender offer. Additional risks and uncertainties are identified and discussed in EAC’s reports filed with the SEC and

available at the SEC’s website at www.sec.gov. Forward-looking statements included herein speak only as of the date of this presentation. If any of these risks or

uncertainties materialize or if any assumption prove incorrect, results could differ materially from those expressed by such forward-looking statements. Neither

EAC nor IDE undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this presentation.

Disclaimer

On October 19, 2012, Empeiria Acquisition Corp. (“EAC”) executed a merger

agreement with Integrated Drilling Equipment Company Holdings Inc. (“IDE”

or the

“Company”)

Based in Houston, Texas, IDE is one of the leading providers of land drilling rigs,

rig refurbishment and reconfiguration services, integrated electrical and control

systems for land and offshore rigs, and upgrade packages and related components

for offshore rigs

IDE provides these products and services to contract drilling companies

worldwide

The total enterprise value (“TEV”) of the transaction is $87.5 million at closing

IDE

stockholders

receive:

(i)

$20

million

cash

(1)

and

(ii)

the

balance

payable

in shares of EAC issued at $10 per share calculated as $87.5 million less the cash

consideration less net debt (subject to customary adjustments)

The

total

transaction

value

(2)

represents

multiples

4.4x

2012

projected

adjusted

EBITDA and 2.9x 2013 projected EBITDA

EAC launched its tender offer for its common shares on October 19, 2012, which will

open

until

November

15,

2012,

unless

extended

(3)

EAC intends to use IDE as a platform to build a diversified oilfield services

manufacturing company

EAC has signed a nonbinding letter of intent to acquire Rig Works, Inc. (“Rig

Works”), a leading manufacturer of workover rigs, for $25 million

Situation Overview

______________________________

(1)

Cash consideration is subject to increase if EAC’s trust account at closing plus net proceeds of any equity offering exceeds $50 million.

(2)

Total transaction value is the pro forma TEV at $10 per share, and reflects transaction costs and the value of shares held by Empeiria Investors LLC, EAC’s

sponsor,

and

EAC’s

current

and

former

officers

and

directors

closing.

Refer

page

for

the

calculation

pro

forma

TEV.

(3)

Pursuant to EAC’s certificate of incorporation and the merger agreement with IDE, EAC is required, as a condition to closing, to provide all holders of EAC common

shares with the opportunity to redeem their shares. See EAC’s Offer to Purchase (the “Offer to Purchase”) and other offer materials filed with the Securities and

Exchange Commission (the “SEC”) on Schedule TO on October 19, 2012 (as amended from time to time, the “Schedule TO”).

4.4x

7.2x

10.4x

7.0x

3.2x

7.1x

7.7x

12.1x

Proposed IDE

Transaction Multiple

Forum Energy

Technologies

Lufkin Industries

National Oilwell

Varco

Tesco Corp.

Peer Median

Peer 5-Year Average

Median

Selected Precedent

Transactions

2.9x

5.9x

8.0x

6.0x

3.1x

6.0x

6.4x

9.7x

Proposed IDE

Transaction Multiple

Forum Energy

Technologies

Lufkin Industries

National Oilwell

Varco

Tesco Corp.

Peer Median

Peer 5-Year Average

Median

Selected Precedent

Transactions

Compelling Transaction Valuation

EV / 2012E EBITDA

EV / 2013E EBITDA

______________________________

Source: FactSet as of 10/23/2012.

(1)

IDE multiples based on pro forma TEV, projected 2012 adjusted EBITDA and projected 2013 EBITDA.

(2)

Includes relevant oilfield services manufacturing transactions greater than $50 million in value since 1/1/2010.

Selected Manufacturing Peers

38% Discount

to Peer Median

52% Discount

to Peer Median

(1)

Selected Manufacturing Peers

(2)

(LTM EBITDA)

(FY+1 EBITDA)

Empeiria Team

Acquisition & Operational Expertise

Previous Transactions

Conner Steel

Berg Electronics

International Home Foods

Business Overview

Leading manufacturer of above-ground

storage tanks utilized at natural gas and

oil well sites and follow-on acquisition

of top provider of material handling

and storage equipment used in the

hydraulic fracturing process

Manufacturer of electronic connectors,

sockets, and cable assembly products

Manufacturer/marketer of shelf-stable

food products with popular brand

names

Investment

Highlights

Attractive long-term fundamentals

for onshore oil and gas drilling

Leading market positions

Significant growth opportunities

Large and fragmented industry with

solid growth prospects

Outstanding product innovator; high

quality manufacturing facilities

Strong market position

Leading market positions in 9 of 11

categories

National distribution network

Significant opportunities for cost

savings

Empeiria Team

Value Added

Endured downturn in 2009 by

utilizing cost cutting measures and

avoided losing any equity to lenders

Recruited experienced executives

Reorganized global sales and

marketing organization

Consummated 7 add-on

acquisitions

Completed 9 strategic acquisitions

totaling $674 million

Identified $27 million in cost

savings

Introduced 10 new products

Result

Sold to NOV for 11x return on

capital over 5 years

IPO followed by sale to strategic

buyer for 14x return on capital

IPO followed by sale to strategic

buyer for over 3x return on capital

The Empeiria team members have worked together extensively and on multiple transactions and companies over the past 20 years

EAC expects that its extensive experience and industry relationships will provide IDE with a competitive advantage in identifying

consolidation opportunities and executing on the Company’s growth strategy going forward

Source: EAC.

Implemented major

productivity improvements

IDE Overview

IDE Manufacturing

IEC Systems

IDE Hydraulics Group

IDE’s facility has twelve rig pads offering

mechanical, structural, hydraulic and electrical

services for new rig manufacturing, rig modification,

rig refurbishment and fabrication projects

IDE is one of the largest and most comprehensive

independent providers of land rig reconfiguration

and refurbishment services in the U.S. including:

Rig-Up

Rig Modification

Rig Refurbishment

New Land and Platform Rigs

Equipment Procurement

Testing and Repair Service

The Company also fabricates mud tanks, sub-

structures, masts, rig related structures, and offshore

platform and jack up structures

Complete land rigs are sold for prices ranging from

$14

$20

million

each

and

take

approximately

months to complete

Engineering and installing new rigs on existing

platforms cost $40 -

$100 million each and take

approximately 14 -

20 months to complete

Versus a new platform rig that costs $300 -

$500

million

and

takes

–

years

complete

Most of IDE’s revenues are derived from its

manufacturing and refurbishing business

IEC is IDE’s full-service industry provider of

drilling rig electrical components and rig power

systems

IEC designs and manufactures its Centurion Vari-

Drive (an AC VFD drive system) and IEC I-Drive

(a DC SCR drive system)

Over 200 field service professionals provide

worldwide installation, service or repair of all IEC

products, as well as non-IEC systems

IEC maintains a full staff of electrical engineers

providing electrical design and engineering services

IEC provides spares shipment worldwide 24 hours a

day, seven days a week

IEC also provides motor control centers, driller’s

controls and driller’s cabins

IDE Hydraulics Group provides engineered

hydraulic rig solutions, specializing in hydraulic

power units and related components for all rig

functions

Hydraulic power units and systems are fully designed

and engineered as a complete integrated system

All hydraulic systems include state of the art designs

and components for optimized drilling performance

Hydraulic rig solutions include

Power units

Flushing units

Catheads

Winches

Cylinders

Connectors

Walking systems

Integrated Drilling Equipment (IDE)

IDE

National

Oilwell Varco

Aker Kvaerner

Cameron

Superior

Derrick

American

Block

Canrig

(Nabors)

Forum

Tesco

Gardner

Denver

Drillmec

FMC

Technologies

Top Drive

Drawworks

Travelling Block

Mast

Substructure

Rotary Table

Electrical Wiring

SCR / VFD House

Mud tanks

Solids Control

Mud Pumps

Blowout Preventers

Hydraulic Power Units

Dog House/ Drillers Cabin

Complete Rig Packages

Workover Rigs

Drilling Instrumentation

Rig Up Service

Refubishments

Reconfigurations

Rig Related Field Services

Diverse Product & Service Offering

______________________________

Source: Company filings and website.

IDE’s Relative Product & Service Offering

Manufactured items or services provided

Limited parts/components manufactured with most items purchased from other manufacturers

Product/ service performed by company that is a potential add-on acquisition

Deep, Experienced IDE Management Team

Position

Years of

Experience

Joined

IDE

Background

Stephen Cope

CEO

1991

Founded IEC’s predecessor company, International Electric Co. in 1991 and has served as

President and CEO since that time

Began oilfield career in 1976 with Rig-A-Lite Co., where he was responsible for worldwide

products and distributor sales

Extensive contacts and experience in both the U.S. drilling industry and international

drilling operations

Richard

Dodson

President &

COO

2008

Previously served in numerous capacities with TETRA Technologies, including President

and

Managing

Director

TETRA

Applied

Technologies,

L.P.,

where

oversaw

revenue

growth from $65 million to over $1 billion

Previously owned and operated Pace-Atlas, Inc., Soncett Energy, Sunstone Corporation

and Luckenback Drilling

Tony Beebe

Managing

Director

of Operations

2011

Previously a Drilling Engineer and Project Leader for rig upgrades for Exxon Mobil,

Project Manager for Nabors and consultant on building rigs, Brazil country manager for

Noble Drilling, and Contractor Operator at Transocean

Michael Dion

CFO

Upon

closing

Pinnacle Foods (EVP and CFO), played key role in integration of Aurora Foods (brands

included Duncan Hines, Mrs. Paul’s, and Aunt Jemima Frozen Breakfast) into Pinnacle

Foods

Hillsdown Holdings, PLC and Mumm and Perrier-Jouet, VP of Finance; International

Home Foods, EVP and CFO

Michael

Pilkinton

IEC President

2008

Held various management, sales and engineering positions with Global Marine and

GlobalSantaFe Drilling, including seven years as Manager for Electrical Engineering

Tyson Seeliger

Senior Vice

President –

Sales &

Marketing

2012

Served as Vice President, Sales & Marketing of Xtreme Drilling and as U.S. Sales &

Marketing Manger of Trinidad Drilling

Began career with NOV, where he spent 7 years in increasingly senior roles, including

Product

Line

Manager

for

IDEAL

RAPID

Rig

Drilling

Systems

from

2005

2007

Deep, Experienced IDE Management Team (Cont’d)

Position

Years of

Experience

Joined

IDE

Background

Ron Davis

Vice President –

Offshore

Engineering

2012

International offshore technical and marketing support experience including rig upgrades,

repairs and new construction

Held various project and technical roles with Atwood Oceanics, Technip Offshore and

Transocean

Tasked with expanding IDE’s offshore presence across the globe

Jay Johnson

Vice President –

Manufacturing

2012

Worked

Plant

Manager

for

Valerus

Compression

Services

running

its

Longview,

plant manufacturing API 12F tanks and ASME coded vessels

Held positions of increasing responsibility including implementation of Lean Manufacturing

techniques with Parker Hannifin and Eaton Corp.

Robert

Fleming

Vice President –

Estimating &

Quotes

2012

From 1973 through 1991, employed by Loffland Brothers Company and subsequently

transferred into the Nabors International Group

Experience in engineering and design participation in the construction of North Sea

Platform rigs and land rigs for the Middle East, South America and Russia

James Mills

Chairman

Chairman of EAC; Chairman and CEO of Mills & Partners, a manufacturing-focused

management and investment firm

Led 9 industrial LBO portfolio companies

Alan Menkes

Director

CEO of EAC; G2 Investment Group; Empeiria Capital (co-founder); Thomas Weisel;

Hicks, Muse; and The Carlyle Group

Continuing EAC Board Members Post-Closing

Over

the

last

five

years,

there

has

been

secular

shift

towards

horizontal

drilling

driven

the

unconventional

shale

revolution

Rig

counts

shale

plays

such

the

Bakken

and

Eagle

Ford

have

increased

exponentially

Unconventional plays / horizontal drilling require higher quality, newer rigs

U.S. Land Rig Count Overview

Horizontal vs. Vertical Rigs

Historical Rig Count in Selected Unconventional Plays

______________________________

Source: Rig Data; Baker Hughes as of 10/19/2012.

10%

20%

30%

40%

50%

60%

70%

80%

300

600

900

1,200

1,500

1,800

2,100

Oct-02

Oct-04

Oct-06

Oct-08

Oct-10

Oct-12

Horizontal

Vertical

% Horizontal

300

600

900

1,200

Q4'07

Q2'08

Q4'08

Q2'09

Q4'09

Q2'10

Q4'10

Q2'11

Q4'11

Q2'12

Q4'12

Permian

Bakken

Eagle Ford

Niobrara

MS Lime

Granite Wash

Marcellus

AC Rigs Have Higher Utilization

Over the last five years, there has been a secular shift towards

horizontal drilling driven by the unconventional shale revolution

Unconventional shale plays require newer, more efficient types of

drilling rigs; AC rigs have become popular in the past decade because

of their ability to employ the more efficient and precise variable

frequency drive (VFD)

Higher utilization for rigs built after 2004

Higher utilization for AC rigs

These trends are likely to benefit companies that both manufacture

and refurbish drilling rigs

Modern rigs are being designed to increase power, accommodate

deeper wells, and increase levels of automation

Global outlook for rig newbuilds remains robust

Retirement / replacement of existing older mechanical and SCR

rigs

Overall expected increase in total number of rigs (especially

internationally)

Estimated $4 billion market opportunity annually over the next 5

years

(1)

The international opportunity could be immense, driven by the

combination of significant untapped shale resources and inadequately

equipped rigs to drill unconventional wells

Commentary

U.S. Land Rig Utilization by Year in Service

U.S. Land Rig Utilization by Rig Type

______________________________

Source: RigData and Baker Hughes.

(1)

Management estimates.

As of year-end 2011, rigs built after 2004

experienced 34% greater utilization than

those built before 2004

As of year-end 2011, AC rigs

experienced 15% and 43% greater

utilization than SCR and

Mechanical rigs, respectively

1951

1956

1961

1966

1971

1976

1981

1986

1991

1996

2001

2006

2011

Robust

Market

Fundamentals

–

Offshore

Jackup rig demand continues to increase globally

Current global utilization of 82% (compared to 75% one year ago)

Aging worldwide jackup fleet with 50% of the current fleet more than 25

years old

Large refurbishment opportunity exists

Higher demand, longer term contracts and higher dayrates for newer AC rigs

or rigs that have recently undergone significant refurbishments / upgrades

IDE provides these refurbishment / upgrade services

While a wave of newbuilds are expected to enter the market over the next few

years, the impact is likely to be offset by the retirement of stacked / older rigs

Overview

Global Jackup Utilization by Build Cycle

55%

utilization

71%

utilization

86%

utilization

92%

utilization

65%

70%

75%

80%

85%

90%

95%

100%

Oct-05

Oct-06

Oct-07

Oct-08

Oct-09

Oct-10

Oct-11

Oct-12

______________________________

Source: ODS Petrodata.

Drilling Envelope Evolution

Global Jackup Marketed Utilization

Majority are

modernized AC

rigs

Majority are

Mechanical /

DC rigs

Significant Organic Growth Opportunities

Complete Rig

Packages and Rig

Refurbishments

Market share is expected to grow as IDE expands into more growing markets (current market share

estimated at 5-10%)

(1)

There are very few integrated manufacturers of high tech complete rig packages in the market

Growing reconfiguration and refurbishment business for aging / stacked rigs

Margin Improvements

for Complete Rig

Packages

IDE’s average gross margin per complete rig is expected to improve from less than 10% to 15-20%

over the next 12 months

(1)

IDE is standardizing its rig models, which it expects will result in lower field engineering and

customization costs, improved economies of scale and higher profit margins

Labor

hours

per

complete

rig

can

potentially

cut

estimated

20%

(1)

In-sourcing certain components could reduce costs

Automated Drilling

Technology

Further growth can be realized through IEC’s pursuit of automated drilling technology

Potential manufacturing opportunity for systems used to seamlessly communicate across all rig

systems

Offshore

Opportunities

Leverage existing market position and installed client base of IEC and its manufacturing

infrastructure

significantly

expand

its

business

providing

drilling

equipment

for

the

offshore

market

Provide drilling packages for jackups and platform rig upgrades

Provide specialized components for newbuild offshore rigs

International

Opportunities

Increase sales of rigs, components and service to international end markets, with a focus on Latin

America and the Middle East

Parts & Service

Provide parts and service for IDE rigs, IEC and hydraulics customers

______________________________

(1)

IDE Management estimates.

Advanced Land Rig Designs

The Sparta Drilling System (“SPARTA”) is a safe, highly efficient, fast

moving rig

Designed for minimal drilling time and fast moves

Flexible modular design is capable of rigging up the V-Door in

either the X or Y axis position from well to well, meeting the

DOT load limitations

All components that require elevation are hydraulically raised

The SPARTA combines two industry proven structure technologies, a

vertically erecting mast and the hydraulic winch raised parallelogram

substructure

Free

standing

mast

can

supplied

Range

triples

(1)

The 1,000 / 1,500 HP triples are designed to transport as a single

load with the traveling block and drill line, while the top drive is

transported on another load

The 2,000 HP mast transports in two loads, the top drive in the

lower section and the traveling block / drill line spooler in the

intermediate and upper section

IDE’s

patent

pending

Self

Elevating

Drilling

System

(“SEDS”),

box-on-box substructure

Bootstrap style, vertically erecting mast, which is extended with

the drawworks while the sub is raised with hydraulic cylinders

Drillfloor

supplied

with

zero-discharge

recovery

system

SEDS Self-Erecting Mast assembles and rises with minimal crane

usage to 152ft

SEDS will accommodate up to 1.5 million lbs. of static hook load

All SEDS designs are available in both AC and DC drive

SPARTA Rigs

SEDS Rigs

(2)

SPARTA Rig Classes

1,000 HP

AC / DC

2,000 HP

AC / DC

1,200 HP

AC / DC

1,500 HP

AC / DC

SEDS Rig Classes

1,000 HP

AC / DC

1,200 HP

AC / DC

1,500 HP

AC / DC

2,000 HP

AC / DC

2,500 HP

AC / DC

3,000 HP

AC / DC

______________________________

(1)

IDE has conceptual drawing for Range 2 doubles.

(2)

IDE has only built customized SEDS rigs with an intention of standardization.

Rig projects were primarily

refurbishments where IDE supplied

labor and parts at marked up rates

Customers planned projects, provided

engineering and project management

Shops and facilities were focused on

one off projects often not related to rig

projects

Customers provided designs, IDE did

fabrication

Lean manufacturing introduced, with up

to 28% cost reductions in the

manufacturing of masts and subs

Became API 4F and ISO 9001 certified

for shops

Introduced Primavera software for

planning and scheduling

Expanded engineering department and

converted from 2D to 3D AutoCAD

Built a Project Management group to

run turnkey projects

Rapidly evolved SPARTA and SEDS rig

designs to be flexible and competitive in

the market

Adaptable, easy to build standard base

rigs that are easily customized at

increased margins

Pre-engineered designs tailored for

specific U.S. regions (Bakken,

Marcellus, Eagle Ford) and international

areas

Repeatable designs

Highly efficient manufacturing

processes

Automated, state of the art rig designs

Increased capacity with improved

manufacturing processes

Customizable on demand with fast

response

Where IDE was

Where IDE is

Where IDE is going

Time and Material Projects

Job Shop

Batch

Repetitive Manufacturing

IDE’s Evolving Approach to

Rig Manufacturing

Complete Rig Margin Improvement

IDE’s gross margin for complete rigs has increased over time; the first rigs of each design were the least profitable

A reduction of highly customized projects in favor of more standardized rigs is also expected to improve margins

IDE

Management

expects

that

SPARTA

rigs

delivered

over

the

few

months

will

produce

20%

profit

margins

(1)

Illustrative Gross Profit Margin Improvements for Complete Rigs

______________________________

Notes: Includes recently delivered rigs and pending deliveries; historical margins include rigs delivered through September 2012.

(1)

IDE Management estimates.

(2)

The Company has built a customized version of SEDS for one customer and expects SEDS to be a lower revenue contributor compared to SPARTA rigs in the near term.

SPARTA 1,500HP

Modified SEDS

(2)

15%

20%

Historical

Projected

10%

15%

Historical

Projected

Automated Drilling -

IEC Systems

IDE believes that it is currently a significant player in the

offshore market through its IEC Systems division, a leading

manufacturer of integrated electrical systems and control

systems for a wide range of drilling rigs

For 20 years, IEC has offered engineering, manufacturing,

installation and field service of electrical systems for marine

and drilling applications in numerous countries across the

world

In addition, IEC provides the following electrical services

Engineer and install electrical systems and components

On-site or in-plant repairs and renovations

Since 2003, IEC has built 141 VFD and SCR control systems

Driller’s Cabin

Heli Transportable VFD

Screenshot of IEC

Centurion Control System

–

Centurion VFD drive

systems (AC power)

–

Centurion drilling

controls and

instrumentation

–

I-Drive SCR System

(DC power)

–

AC and DC

generator/motor

controls

–

Communication and

alarm systems

–

Electrical rig up

–

Climate controlled

power houses

–

Top drive controls

–

Fire and gas detection

systems

–

Marine switchgear

–

Controls/Sensors

–

Drill chair

–

Control consoles

The Offshore Opportunity

IDE believes there is an undiscovered market for upgrading legacy

premium jackup rigs

Nearly 350 jackups globally

The project economics of replacing existing DC drilling equipment

with AC drilling equipment are highly attractive

IDE upgrade capabilities include

New AC top drives and AC drawworks

AC upgrade to existing mud pumps

Upgraded finger board

New variable frequency drives and local equipment room,

drilling controls

IEC can provide a very robust power and controls package at a

significant discount to other major suppliers

IDE’s offshore upgrade packages could be expanded to include mud

pumps, bulk tanks, expansion of mud pits, and other components

IDE believes there are over 250 modular drilling packages on fixed

and floating offshore platforms globally that have aging equipment in

need of an upgrade

Replacing the existing drilling packages with modern AC equipment

and state of the art drilling controls would exponentially extend the

drilling envelope and production potential from the existing platform

In addition to replacement, packages are needed for new offshore

platforms such as spars or tension leg platforms

These modular packages are of similar configuration and content

to land rigs and are a logical extension for IDE

Jackup Upgrade Packages

Offshore Platform Rig Packages & Inland Barges

Increased drilling efficiency and reduced non-productive time

Improved speed and torque control allows automated drilling,

increasing rate of penetration, extending bit life and reducing

non-productive round trips

AC equipment allows interface to drilling control systems

Better management of available rig power and fuel efficiency

Higher torque and enhanced bit feedback

Significant weight savings and noise reduction

Reduced long term maintenance costs

What are the Benefits of AC Drilling Equipment?

______________________________

(1)

IDE Management estimate using sample data based on 95% utilization, an effective tax rate of 18%, straight line depreciation over 10 years and 10% salvage value of purchase price.

Illustrative Project Economics for Drilling Contractor

(1)

Reactivate, Upgrade

$25 million

Mobilization

$2 million

Client Contribution

$2 million

Contract Dayrate

$115,000

Daily Operating Cost

$50,000

Contract Term

1 year

Annual EBITDA

$23.6 million

Return on Capital

64%

IDE believes that it can successfully leverage its existing market position and installed client base of IEC, an assembled team of offshore

specialists, and its manufacturing infrastructure to significantly expand its business in providing drilling equipment to the offshore market

Organic EBITDA Growth Roadmap

______________________________

Source: IDE and Empeiria management.

($ in millions)

$20.0

$16.2

$6.7

$3.5

$35.2

$81.6

$30.5

2012E Adjusted

EBITDA

Impact of Full Year

at Current Rig Gross

Margin

Impact of Achieving

Target Rig Gross

Margin

Impact of Expanding

Land Rig Refurb

Business

Impact of Penetrating

New End Markets

Potential EBITDA

2013E EBITDA

Compare:

Full year at current

rig gross margin

Complete rig margins

increase from 8.4%

(est. adjusted 2012) to

16.6% (est. Q4 2012).

Achieving target rig

gross margin

Complete rig margins

increase from 16.6% (Q4)

to target of 20.0%.

Land rig refurb

expansion

Incremental

revenue from land

rig refurbishments

at 17.5% margin.

New end markets

Revenue from new end markets

at 15% margin:

•

Jack-up and platform rig

upgrade packages (each $75

million annual revenue for

IDE);

•

Rig parts and services

(2.5% share of est. $3.4bn

annual market).

Potential EBITDA

Sum of 2012E Adjusted

EBITDA,

Excludes potential

impact of IEC growth

(elec. & control systems),

Rig Works acquisition,

and other add-on

acquisitions.

Management anticipates that

would come from:

•

A reduction in labor hours per rig;

•

Savings on materials from in-sourcing certain rig

components;

•

A moderate narrowing of IDE’s pricing discount vs.

other providers.

IDE believes that many small, privately-owned regional firms in the global rig equipment and services business may be attractive

targets for consolidation

Market volatility may pressure smaller, undercapitalized equipment and service providers to consolidate or seek partners, which

could provide IDE with attractive acquisition opportunities

The extensive experience and industry relationships of IDE and EAC management should provide a competitive advantage in

identifying and executing consolidation and acquisition opportunities

Product and service expansion

High tech offerings for closed loop drilling, additional control

and interface with downhole and directional tools

Workover rigs (Rig Works under LOI)

Drilling equipment such as iron roughnecks, sheaves, pipe spinner

Mud equipment including shaker, centrifugal pumps, centrifuges, pressure relief valves

Component repair facilities for mechanical equipment

Parts and distribution companies

Vertical integration of major rig components

Top drives

Drawworks

Automated catwalks

Rotary tables

Well control equipment including BOP’s, accumulators and choke manifolds

Traveling equipment including blocks, hooks and swivels

Mud pumps

EAC believes that, as a publicly-traded company, IDE will enjoy improved access to capital markets and an enhanced ability to

pursue accretive acquisitions

Acquisition Strategy

Rig Works Potential Add-on Acquisition

EAC has executed a LOI to acquire Rig Works, a workover rig

and well servicing components manufacturer, for $25.0

million

(1)

Workover rigs are mobile, lower horsepower rigs used to

maintain, repair and modify existing wells

Land workover rigs range from under $1 million to $1.5

million, largely depending on horsepower

Rig Works’

shareholders plan to roll a portion of their equity

into EAC

EAC expects that the addition of Rig Works will provide IDE

with a more diversified platform that can offer a broader

product offering to customers and realize economies of scale,

resulting in improved operating margins

Expands IDE’s geographic footprint by increasing its presence

in the Permian Basin, one of the most prolific and largest basins

in North America

A combination with EAC would enhance access to capital and

allow investment in more capacity to grow revenues

Rig Works has five meaningful competitors in its markets and

Rig Works management estimates it has a 20-25% market share

Rig Works is a key player in the oil and gas machinery

manufacturing industry, providing new well servicing

equipment, mast fabrication, rig refurbishment services and

repairs

The rigs and masts are licensed by the American

Petroleum Institute (API) and built to API standards

Located in Odessa, Texas, Rig Works has over 100,000 square

feet of space

Rig Works provides an array of different size and capacity

workover rigs for its customers and custom fabricates specially

designed rigs

During fiscal year ended June 30, 2012, Rig Works generated

over $29.5 million of revenue

Transaction Overview & Rationale

Rig Works Overview

______________________________

Source: Rig Works CIM and website.

(1)

Before potential cash earnout and adjustments for net debt, transaction fees, and working capital. See the Offer to Purchase for additional information on the proposed terms of the Rig Works acquisition.

Potential

jointly

develop

750

–

1,000

rig

for

light

drilling

and heavy workover

IDE providing electric controls for workover rigs

IDE manufacturing masts for Rig Works to free up capacity

2012E / 2013E implied adjusted EBITDA multiples of 5.0x

and 4.2x, respectively

Potential Opportunities for IDE & Rig Works

Equity Value to IDE Shareholders

(1)

Sources and Uses of Cash

Sources:

Uses

EAC Trust Account

$61.2

Tender Offer Redemptions

(3)

$0.0

EAC Cash Outside of Trust

0.2

Cash Consideration for IDE

25.6

IDE Cash at 6/30/12

8.4

EAC Transaction Costs

(4)

5.0

Pro Forma Cash Balance

39.2

Total Sources

$69.8

Total Uses

$69.8

Pro Forma Enterprise Value at $10.00 Per Share

Share Ownership at Closing

($ in millions)

Transaction Overview

______________________________

Note: Figures do not include potential Rig Works transaction or any potential new financing.

(1)

Based on IDE's 6/30/2012 balance sheet. Final amounts subject to closing date balance sheet. Excludes a cash earnout of up to $10 million if 2013 EBITDA exceeds $30 million (full cash earnout of $10 million payable if 2013E

EBITDA is equal to or above $50 million).

(2)

Increased cash consideration as a result of cash in EAC’s trust account exceeding $50 million at closing based on no redemptions.

(3)

Assumes no redemptions in the tender offer.

(4)

EAC

transaction

costs

include

deferred

corporate

finance

fee

from

the

IPO

and

the

cost

repurchase

the

unit

purchase

options

(assuming

EAC

agrees

with

their

holders

repurchase

them

shortly

after

closing).

(5)

Our sponsor, current and former officers and directors shares exclude 1,704,000 additional EAC common shares that will be released from restrictions in four equal amounts of 426,000 shares if EAC’s stock price exceeds $12.00,

$13.50, $15.00 and $17.00 respectively, or if a change of control transaction occurs following closing. Notwithstanding, holders are entitled to vote all of their 2,559,000 shares owned at closing.

(6)

Excludes 5,250,000 additional EAC common shares that are issuable to IDE shareholders in four equal amounts of 1,312,500 shares if EAC’s stock price exceeds $12.00, $13.50, $15.00 and $17.00, respectively, within 5 years of

closing, or if a change of control transaction occurs following closing that values EAC’s shares at more than each of the respective stock price thresholds.

Pro Forma Equity Value at $10 Per Share

$108.1

Plus: Total Debt

19.0

Less: Pro Forma Cash

(39.2)

Pro Forma TEV

$87.9

TEV

$87.5

Plus: Cash

8.4

Less: Debt

(19.0)

Less: Net Working Capital Adjustment

(11.7)

Equity Value

$65.2

Cash (Minimum)

20.0

Contingent Cash

(2)

5.6

EAC Stock

39.6

EAC Common Shares Issued

3,956,267

Public Shares

(3)

6,000,000

55%

EAC Sponsor, Officers & Directors

(5)

855,000

IDE Shareholders

(6)

3,956,267

37%

Total Shares at Closing

100%

10,811,267

$10

$20

$30

10%

12%

14%

16%

$10

$15

$20

$25

$30

$35

2009A

2010A

2011A

2012E

2013E

$67

$116

$164

$290

$294

$100

$200

$300

$400

2009A

2010A

2011A

2012E

2013E

Financial Summary

Revenue

Adjusted EBITDA

(1)

Capital Expenditures

(2)

Free Cash Flow

(3)

Note: All financial figures exclude Rig Works.

(1)

2009-2012 EBITDA and EBITDA margin are based on adjusted revenue and adjusted EBITDA. See page 34 for a reconciliation of adjusted EBITDA and adjusted

EBITDA margin, non-GAAP measures, to Net Income (Loss).

(2)

Includes capital expenditures for property, plant and equipment and intangibles.

(3)

Defined as adjusted EBITDA less capital expenditures.

$10

2009A

2010A

2011A

2012E

2013E

$17

$22

$10

$15

$20

$25

2009A

2010A

2011A

2012E

2013E

($ in millions)

Adjusted EBITDA

Adjusted EBITDA Margin

Reconciliation of Adjusted EBITDA

($ in millions)

Reconciliation

Adjusted

EBITDA

Net

Income

(Loss):

Historical

Projected

2009

2010

2011

2012E

2013E

Actual

Adjustments

Adjusted

Unadjusted

Adjustments

Adjusted

Revenue

$66.8

$116.5

$163.6

(18.5)

(a)

$145.1

$289.9

($22.0)

(a)

$267.9

$294.0

Cost of Goods Sold and Services

50.8

92.5

135.1

(16.7)

(a)

118.4

251.9

(30.2)

(a)(b)

221.7

234.5

Gross Profit

16.0

24.0

28.5

(1.8)

26.7

37.9

8.2

46.2

59.5

Gross Profit Margin %

23.9%

20.6%

18.4%

17.2%

20.3%

Operating Expenses

15.0

14.3

19.9

(2.5)

(c)

17.3

29.1

(3.7)

(b)(c)

25.4

29.1

Private Company Add-Backs

0.3

(c)

1.5

(c)

Incremental Public Company Costs

(0.8)

(d)

(0.8)

(d)

(0.8)

(d)

(0.8)

(d)

Adjusted EBITDA

$0.6

$10.4

$8.7

$8.6

$8.9

$20.0

$30.5

Adjusted EBITDA Margin

0.9%

9.0%

5.9%

7.5%

10.4%

Net Income (Loss)

($3.4)

$2.2

$2.1

$3.9

$17.9

Income Taxes

(1.8)

1.5

1.7

2.3

9.6

Income (Loss) Before Income Taxes

(5.2)

3.7

3.9

6.2

27.5

Depreciation and Amortization

0.8

1.2

1.9

2.1

Interest Expense, Net

5.4

5.1

3.6

0.9

1.1

Other (Income) Expense

(0.0)

0.0

(0.1)

(0.2)

Adjustment for Non-Recurring Rig Jobs

(1.8)

(a)

7.5

(a)

One-Time Expenses

1.7

(b)

Private Company Add-Backs

0.3

(c)

1.5

(c)

2.5

(c)

2.7

(c)

Incremental Public Company Costs

(0.8)

(d)

(0.8)

(d)

(0.8)

(d)

(0.8)

(d)

Adjusted EBITDA

$0.6

$10.4

$8.6

$20.0

$30.5

______________________________

(a)

Adjustments to eliminate revenue and COGS related to rigs produced for a certain customer under circumstances that management deems non-recurring.

(b)

Adjustments for one-time expenses related to design engineering for new rig products and system development.

(c)

Adjustments to eliminate certain private company operating expenses not expected to be incurred on a go-forward basis as a public company.

(d)

Adjustments for expected incremental expenses of operating as a public company.

Based on:

Projected 2013 EBITDA of $30.5 million

Forward EBITDA multiple range of 4.0-7.0x

EAC’s pro forma capital structure (including dilution from contingent shares, warrants and options)

EAC’s pro forma value per diluted share is estimated as between $11.28 and $14.58

Pro Forma Value Per Diluted EAC Share

Illustrative Value per EAC Share

Note: All figures assume no redemptions in the tender offer.

(1)

The release from restrictions of the Sponsor incentive shares, the issuance of the IDE contingent common shares, and the exercise of the public warrants and management

options are determined based upon the value per share amounts before such release, issuance or exercise.

(millions, except per unit figures)

2013E EBITDA

$30.5

2013 (Forward) EBITDA Multiple

4.0x

5.0x

6.0x

7.0x

TEV

122.0

152.4

182.9

213.4

Less: Debt at Closing

(19.0)

Plus: Cash at Closing

39.2

Equity Value

142.1

172.6

203.1

233.6

Add: Warrants and Options Exercise Proceeds

84.0

Equity Value + Exercise Proceeds

226.1

256.6

287.1

317.6

Common Shares at Closing

10.8

Applicable Contingent Shares, Warrants and Options

(1)

9.2

11.0

Total Shares

20.0

21.8

Value Per Diluted Share

$11.28

$12.80

$13.18

$14.58

Non-GAAP

Information

We are providing Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Revenue and Adjusted Cost of Goods and Services Sold (the “Non-

GAAP Measures”), which are not prepared in accordance with generally accepted accounting principles (“GAAP”), because we believe that they provide an

additional

metric

which

evaluate

IDE’s

operations

and,

when

considered

together

with

our

GAAP

results

and

the

reconciliation

net

income

(loss),

believe they provide a more complete understanding of IDE’s business than could be obtained absent this disclosure. Adjusted EBITDA and Free Cash Flow

measures are commonly used by management and the investors as a measure of leverage capacity, debt service ability and liquidity. Adjusted EBITDA represents

net

income

(loss)

before

interest

expense,

net,

income

taxes,

depreciation

and

amortization,

and

other

(income)

expense

plus

the

sum

certain

one-time

expenses,

private company add-backs and public company costs. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Adjusted Revenue. Free Cash

Flow is calculated by subtracting capital expenditures from Adjusted EBITDA. Adjusted Revenue and Adjusted Cost of Goods and Services Sold are calculated by

subtracting revenue and costs associated with a non-recurring customer project and certain one-time expenses from Revenue and Cost of Goods and Services Sold,

respectively. The Non-GAAP Measures should not be considered in isolation or as an alternative to net income (loss), income (loss) from operations, net cash

provided by operating, investing or financing activities or other financial statement data presented as indicators of financial performance or liquidity, each as

presented

accordance

with

GAAP.

The

Non-GAAP

Measures

should

considered

measure

discretionary

cash

available

invest

the

growth

the business. The Non-GAAP Measures as presented may not be comparable to other similarly titled measures of other companies and our presentation of EBITDA

and

Adjusted

EBITDA

should

not

construed

inference

that

our

future

results

will

unaffected

unusual

items.

EAC

has

commenced

tender

offer

purchase

its

common

shares.

This

presentation

neither

offer

purchase

nor

solicitation

offer

sell

EAC

common shares. The solicitation and the offer to buy EAC’s common shares is being made pursuant to an Offer to Purchase and related offer materials that EAC

filed with the SEC. The Schedule TO including an offer to purchase, a related letter of transmittal and other offer documents) contains important information that

should

read

carefully

and

considered

before

any

decision

made

with

respect

the

tender

offer.

These

materials

were,

and

revised

materials

will

be,

sent

free

charge to all security holders of EAC. In addition, all materials filed by EAC with the SEC are available at no charge on the SEC’s website at www.sec.gov. Security

holders may also obtain free copies of the documents filed by EAC with the SEC by directing a request to the information agent for the tender offer. Security

holders of EAC are urged to read the tender offer documents and other relevant materials filed with the SEC before making any investment decision

with respect to the tender offer because they contain important information about the tender offer, the merger and the parties to the merger.

Disclosure

Important

Information

about

the

Tender

Offer