United States securities and exchange commission logo
June 16, 2021
Melissa Cougle
Chief Financial Officer
Frank's International N.V.
Mastenmakersweg
1786 PB Den Helder
The Netherlands
Re: Frank's
International N.V.
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 4, 2021
File No. 333-255496
Dear Ms. Cougle:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
21, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers
What are the material U.S. federal income tax consequences to the
Frank's shareholders as a
result of the Merger?, page 7
1. We note your response
to prior comment 1. We also note that the Frank's shareholders are
voting on the merger
and the prospectus states that there will be no material U.S. federal
income tax consequences
to the current Frank's shareholders as a result of the Merger
and that the Frank s
Board considered that the merger was intended to qualify as a
reorganization within
the meaning of Section 368(a) of the Code in approving the merger.
We further note that in
rendering its fairness opinion, Moelis assumed, with your consent,
Melissa Cougle
Frank's International N.V.
June 16, 2021
Page 2
that the transaction will qualify as a tax free reorganization for
federal income purposes
and that Section 5.14(a) of the merger agreement provides that the
parties intend that the
merger qualifies as a reorganization within the meaning of
Section 368(a) of the Code.
Please revise to provide a tax opinion covering the material federal
tax consequences of
the merger transaction to the Frank's shareholders and revise your
disclosure accordingly.
Refer to Item 601(b)(8) of Regulation S-K and Section III of Staff
Legal Bulletin No. 19.
Treatment of Expro Warrants, page 20
2. Please expand your disclosure to describe the material rights and
obligations of the
Replacement Warrants that are being registered pursuant to this
registration statement.
Risk Factors
The market value of the Combined Company could be negatively affected by risks
and
conditions that apply to Expro..., page 33
3. We note your disclosure that the market value of the Combined Company
could be
negatively affected by risks and conditions that apply to Expro, which
may be different
from the risks and conditions currently applicable to Frank s.
Please revise to identify any
such material risks that apply to Expro which may be different from
the risks and
conditions currently applicable to Frank's.
Material Dutch Tax Consequences, page 148
4. We note you have filed short-form tax opinions as Exhibits 8.1 and
8.2. Please revise your
tax discussion to clarify that the discussion in the prospectus
constitutes each counsel s
opinion and name counsel in the prospectus discussion that constitutes
counsel s opinion.
In addition, please revise Exhibit 8.2 to clarify that the discussion
in the prospectus
constitutes counsel's opinion rather than that the discussion therein
is a fair and accurate
summary of the principal material Dutch tax consequences. For
guidance, refer to
Sections III.B.2 and III.C.2 of Staff Legal Bulletin 19.
Directors
FirstNameofLastNameMelissa
the Combined Company,
Cougle page 215
Comapany
5. NameFrank's
We note International
your response N.V.
to prior comment 15, and reissue such comment.
In that regard,
we2021
June 16, notePage
the requirements
2 of Item 18(a)(7) of Form S-4.
FirstName LastName
Melissa Cougle
FirstName LastNameMelissa
Frank's International N.V. Cougle
Comapany
June NameFrank's International N.V.
16, 2021
June 16,
Page 3 2021 Page 3
FirstName LastName
You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Myra
Moosariparambil, Staff Accountant, at (202) 551-3796 if you have questions
regarding comments on the financial statements and related matters. Please
contact Karina Dorin,
Staff Attorney, at (202) 551-3763 or Laura Nicholson, Special Counsel, at (202)
551-3584 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Michael S. Telle