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Business Combinations and Divestitures
3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Business Combinations and Divestitures
Business Combinations and Divestitures

Acquisitions

In the first quarter of 2019, we made no acquisitions of businesses.

In the first quarter of 2018, we acquired the remaining 50% equity interest in our Qatari joint venture that we previously accounted for as an equity method investment and consolidated the entity. The joint venture was established in 2008 to provide energy related services required for the drilling and completion of oil and gas wells at onshore and offshore locations within the State of Qatar. The total consideration to purchase the remaining equity interest was $87 million, which is comprised of a cash consideration of $72 million and an estimated contingent consideration of $15 million related to services the Qatari entity will render under new contracts. Of the $72 million in cash consideration, $48 million was paid in accordance with closing terms through the joint venture, with the remaining payment of $24 million to be paid two years from closing, in 2020. As a result of this step acquisition transaction with a change in control, we remeasured our previously held equity investment to fair value and recognized a $12 million gain. The Level 3 fair value of the acquisition was determined using an income approach.

Divestitures

In the first quarter of 2019, we completed the final closings in a series of closings pursuant to the purchase and sale agreements (“Agreements”) entered into with ADES International Holding Ltd. (“ADES”). We entered into the Agreements in July of 2018 to sell our land drilling rig operations in Algeria, Kuwait and Saudi Arabia, as well as two idle land rigs in Iraq, for an aggregate purchase price of $287.5 million. We received gross proceeds of $72 million in the first quarter of 2019. The ADES sale was subject to regulatory approvals, consents and other customary closing conditions, including potential adjustments based on working capital, net cash, loss or destruction of rigs and drilling contract backlog. The $11 million ADES advance of the purchase price held in escrow as of December 31, 2018 was released in the first quarter of 2019 as a credit towards the purchase price. The loss on the sale of land drilling rigs operations recognized in the first quarter of 2019 was $6 million. The net carrying amount of assets and liabilities sold in the first quarter of 2019 totaled $66 million and primarily included PP&E.

The Agreements divest a majority of our land drilling rig operations. We continue to pursue options to sell all of our remaining rig assets.

In the first quarter of 2018, we completed the sale of our continuous sucker rod service business in Canada for a purchase price of $25 million and recognized a gain of $2 million. The carrying amounts of the major classes of assets divested total $23 million and included PP&E, allocated goodwill and inventory.

Held for Sale

At March 31, 2019, assets qualifying as held for sale totaled $170 million and consist of PP&E and other net assets of $147 million, allocated goodwill of $3 million, and inventory of $20 million. Liabilities held for sale totaled $11 million at March 31, 2019. These amounts primarily consist of our surface data logging and laboratory services business and our remaining land drilling rigs operations held for sale.

In December of 2018, we agreed to sell our surface data logging business to Excellence Logging for $50 million in total consideration, subject to customary post-closing working capital adjustments. On April 30, 2019, we completed the sale of our surface data logging business. See “Note 20 – Subsequent Events” for additional details.

In October of 2018, we agreed to sell our Reservoir Solutions business, also known as our laboratory services business to an affiliate of CSL Capital Management, L.P., for an initial aggregate purchase price of $205 million in cash, subject to escrow release and customary post-closing working capital adjustments. On April 30, 2019, we completed the sale of our laboratory services business. See “Note 20 – Subsequent Events” for additional details.
 
At December 31, 2018, assets qualifying as held for sale totaled $265 million and liabilities held for sale totaled $17 million . These amounts primarily consist of our surface data logging and laboratory services business and our remaining land drilling rigs operations held for sale.