RigNet Buys Nessco
RigNet Inc., Houston, (Nasdaq:RNET), a provider of managed remote communications to the oil and gas industry, plans to acquire Nessco Group Holdings Ltd., an Aberdeen-based telecommunications company, for about $46.4 million in cash.
RigNet says the acquisition will allow it to provide services over hte life of an onshore or offshore field from drilling through production.
The purchase price includes Nessco’s 30,000 square-foot. headquarters facility in Aberdeen, with RigNet paying up to an additional $2.5 million through November, 2012 upon satisfaction of certain post-closing events. Assuming such post-closing events are met, the total purchase price would be $48.9 million, with $42.3 million being paid for the business and Nessco’s headquarters facility plus an additional $6.6 million for working capital.
“Our customers will have immediate access to a broader range of integrated communications solutions as a result of this acquisition,” says Mark Slaughter, RigNet’s chief executive and president. “Additionally, RigNet will now have the ability to support customers across the entire oil and gas value chain. I am also pleased that our debt refinancing for this transaction preserves our financial flexibility moving forward."
The combined business will operate under the RigNet brand, though the systems integration offerings will be co-branded with the Nessco brand for the time being.
RigNet’s Aberdeen operations will be moved into Nessco’s facility, with the combined Aberdeen operation to be led by Ian McPherson, currently managing director of Nessco. In connection with this transaction, RigNet has entered into an amended and restated secured credit facility with Bank of America, N.A., and BBVA Compass. The credit facility provides for a $66.4 million term facility and $10.0 million revolving facility. RigNet had $19.2 million outstanding immediately prior to the amendment and restatement and $66.4 million outstanding immediately after, giving effect to the amendment and restatement. The term facility matures in July 2017, and requires quarterly scheduled principal amortization of $2.4 million commencing September, 2012 through March, 2017, with the remainder due at maturity.
The revolving facility matures in July 2017 with any outstanding borrowings then payable. Borrowings under both the term and revolving facilities carry an interest rate of LIBOR plus an applicable margin ranging from 2.25% to 3.50%, which varies as a function of the company’s leverage ratio. The revolving facility, subject to a borrowing base calculation based upon eligible receivables, can be used for working capital, performance bonds and letters of credit. The credit facility contains customary covenants that restrict, among other things, RigNet's ability to obtain additional debt financing and to pay cash dividends.
The credit facility also contains financial covenants that RigNet must meet, including leverage and fixed charge ratios.
Nessco was advised by Simmons & Company International Limited.