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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tesco Corp. (MM) | NASDAQ:TESO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.70 | 3.75 | 3.80 | 0 | 01:00:00 |
Alberta, Canada
|
76-0419312
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
11330 Clay Road, Suite 350
Houston, Texas 77041
|
|
(713) 359-7000
|
|
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
|
Gary H. McDaniel
Norton Rose Fulbright US LLP
300 Convent Street, Suite 2100
San Antonio, Texas 78205
(210) 270-7172
|
Jamie Gagner
Norton Rose Fulbright Canada LLP
400 3rd Avenue SW, Suite 3700
Calgary Alberta T2P 4H2 Canada
(403) 267-9563
|
Title of each class of securities to be registered
|
Amount to be registered (1)(2)
|
Proposed maximum offering price per unit (1)(2)
|
Proposed maximum aggregate offering price (1)(2)
|
Amount of registration fee (1)
|
Common Shares, no par value
|
|
|
|
|
First Preferred Shares, no par value
|
|
|
|
|
Second Preferred Shares, no par value
|
|
|
|
|
Warrants
|
|
|
|
|
Units
|
|
|
|
|
Total
|
|
|
$150,000,000(3)
|
$15,105 (3)(4)
|
(1)
|
There are being registered hereunder such indeterminate number of shares of common shares, first preferred shares, and second preferred shares, such indeterminate number of warrants to purchase common shares, first preferred shares or second preferred shares, and such indeterminate number of units as may be sold by the registrant from time to time at indeterminate prices, which together shall have an aggregate initial offering price not to exceed $150,000,000. This total amount also includes such securities as may from time to time be issued upon conversion or exchange of securities registered hereunder, to the extent such securities are, by their terms, convertible into or exchangeable for other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereunder such indeterminate amount of securities as may from time to time be issuable as a result of stock splits, stock dividends, or similar transactions. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder.
|
(2)
|
Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3.
|
(3)
|
Calculated in accordance with Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, and based upon the maximum aggregate offering price of all securities being registered.
|
(4)
|
The full registration fee was paid in connection with the initial filing of this registration statement.
|
|
|
TESCO CORPORATION
|
|
|
|
By:
Name:
Title:
|
/s/ CHRISTOPHER L. BOONE
Christopher L. Boone
Senior Vice President and Chief Financial Officer
|
Signature
|
Title
|
Date
|
/s/ FERNANDO R. ASSING
Fernando R. Assing
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
May 24, 2016
|
|
|
|
/s/ CHRISTOPHER L. BOONE
Christopher L. Boone
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
May 24, 2016
|
|
|
|
/s/ THOMAS B SLOAN, JR.
Thomas B Sloan, Jr.
|
Vice President and Corporate Controller (Principal Accounting Officer)
|
May 24, 2016
|
|
|
|
*
Michael W. Sutherlin
|
Chairman of the Board
|
May 24, 2016
|
|
|
|
*
John P. Dielwart
|
Director
|
May 24, 2016
|
|
|
|
*
Fred J. Dyment
|
Director
|
May 24, 2016
|
|
|
|
*
Gary L. Kott
|
Director
|
May 24, 2016
|
|
|
|
*
R. Vance Milligan
|
Director
|
May 24, 2016
|
|
|
|
*
Rose M. Robeson
|
Director
|
May 24, 2016
|
|
|
|
*
Elijio V. Serrano
|
Director
|
May 24, 2016
|
|
|
|
/s/ CHRISTOPHER L. BOONE
Christopher L. Boone
|
Authorized Representative in the United States
|
May 24, 2016
|
* By:
/s/ CHRISTOPHER L. BOONE
Christopher L. Boone
Attorney-in-Fact
|
|
|
1.1*
|
Form of Underwriting Agreement
|
4.1**
|
Restated Articles of Amalgamation of Tesco Corporation, dated May 29, 2007 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 1, 2007)
|
4.2
|
Amended and Restated By-laws of Tesco Corporation (incorporated by reference to Exhibit 3.1 to Tesco Corporation’s Current Report on Form 8-K dated March 5, 2014 filed with the SEC on March 11, 2014)
|
4.3
|
Form of Common Share Certificate for Tesco Corporation (incorporated by reference to Exhibit 4.1 to Tesco Corporation's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 31, 2015)
|
4.4*
|
Form of First Preferred Share Certificate
|
4.5*
|
Form of Second Preferred Share Certificate
|
4.6*
|
Form of Warrant Agreement
|
4.7*
|
Form of Warrant Certificate
|
4.8*
|
Form of Unit Agreement
|
4.9*
|
Form of Unit Certificate
|
5.1**
|
Opinion of Norton Rose Fulbright Canada LLP as to the legality of the securities registered hereby
|
12.1**
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
|
23.1**
|
Consent of Norton Rose Fulbright Canada LLP (contained in Exhibit 5.1)
|
23.2**
|
Consent of Ernst & Young LLP
|
23.3**
|
Consent of PricewaterhouseCoopers LLP
|
24.1**
|
Power of Attorney
|
*
|
To be filed, if necessary, by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
|
**
|
Filed with the initial filing of the Registration Statement.
|
1 Year Tesco Corp. (MM) Chart |
1 Month Tesco Corp. (MM) Chart |
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