IRIG / Integrated Drilling Equipment Holdings Corp. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Integrated Drilling Equipment Holdings FORM 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-54417 Integrated Drilling Equipment Holdings Corp. (Exact name of regist

Integrated Drilling Equipment Holdings 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 Commission File No. 000-54417 Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware 27-5079295 (

SUBSIDIARIES OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

Exhibit 21.1 SUBSIDIARIES OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. Subsidiary Jurisdiction of Incorporation Integrated Drilling Equipment Company Holdings, LLC Delaware Integrated Drilling Equipment, LLC Delaware IDE Perforación México, S. de R.L. de C.V. Mexico

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v4067928-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2015 INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (

FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT

Exhibit 10.1 FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT THIS FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT (this ?Amendment?) is entered into as of April 6, 2015, but effective for all purposes as of March 31, 2015 (the ?Fifth Amendment Effective Date?), among INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (formerly known as Empeiria

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT

Exhibit 10.2 FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT THIS FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT (this ?Amendment?) is entered into as of April 6, 2015, but effective for all purposes as of March 31, 2015 (the ?Fifth Amendment Effective Date?), among INTEGRATED DRILL

Integrated Drilling Equipment Holdings NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54417 NOTIFICATION OF LATE FILING CUSIP NUMBER 2915Y203 (Check one): x Form 10-K o Form 20-F o Form 11 -K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tra

IRIG / Integrated Drilling Equipment Holdings Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Drilling Equipment Holdings Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 45825L101 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT

EXHIBIT 10.2 FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of December 31, 2014 (the “Fourth Amendment Effective Date”), among INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liabili

FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT

EXHIBIT 10.1 FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT THIS FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND FORBEARANCE AGREEMENT (this “Amendment”) is dated as of December 31, 2014, among INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (formerly known as Empeiria Acquisition Corp., “IDE Holdings Corp.”), INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware lim

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2014 INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the quarterly period ended September 30, 2014 For the transition period from to INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. TABLE OF CONTENTS PART I. CAUTIONARY NO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54417 INTEGRAT

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 18, 2014 INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware (State or other j

September 24, 2014

Exhibit 16.1 September 24, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Integrated Drilling Equipment Holdings Corp. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Integrated Drilling Equipment Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the quarterly period ended June 30, 2014 For the transition period from to INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. TABLE OF CONTENTS PART I. CAUTIONARY NOTE RE

10-Q 1 v38497610q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v3843278k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 18, 2014 INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delawar

Integrated Drilling Equipment announces appointment of Jim Terry as Chief Executive Officer

Integrated Drilling Equipment announces appointment of Jim Terry as Chief Executive Officer Spring, TX – July 22, 2014 – Integrated Drilling Equipment Holdings Corp.

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of July 18, 2014 (the “Execution Date”), between Integrated Drilling Equipment Holdings Corp., a Delaware corporation (the “Company”), and James Terry (the “Executive”) (collectively, the “Parties” and each, a “Party”) sets forth the terms and conditions of the Executive’s employment to be effective on July 21

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the quarterly period ended March 31, 2014 For the transition period from to INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. TABLE OF CONTENTS PART I. CAUTIONARY NOTE R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54417 INTEGRATED D

SUBSIDIARIES OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

EX-21.1 2 v367543exh21-1.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. Subsidiary Jurisdiction of Incorporation Integrated Drilling Equipment Company Holdings, LLC Delaware Integrated Drilling Equipment, LLC Delaware IDE Perforación México, S. de R.L. de C.V. Mexico

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 Integrated Drilling Equipment Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 Commission File No. 000-54417 Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware 27-5079295 (

AMENDED AND RESTATED VOTING AGREEMENT

Execution Version AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is entered into on April 7, 2014 by and among Integrated Drilling Equipment Holdings Corp.

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

Execution Version THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

(Signature Page Follows.)

Execution Version $2,111,951.00 Spring, Texas April 7, 2014 FOR VALUE RECEIVED, INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (“Maker”), a Delaware corporation, promises to pay to STEPHEN D. COPE (“Payee”), a resident of Harris County, Texas, at 7303 Augusta Pines Drive, Spring, Harris County, Texas 77389, or at such other place as Payee may hereafter designate in writing, in immediately available

SETTLEMENT AGREEMENT AND GENERAL RELEASE

Execution Version SETTLEMENT AGREEMENT AND GENERAL RELEASE WHEREAS, Stephen Cope (the “Employee”) and Integrated Drilling Equipment Holdings Corp.

SECOND AMENDMENT TO THE BY LAWS OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

Execution Version SECOND AMENDMENT TO THE BY LAWS OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 7, 2014 INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (

Signature Page to Second Note

Execution Version $408,169.00 Spring, Texas April 7, 2014 FOR VALUE RECEIVED, INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (“Maker”), a Delaware corporation, promises to pay to STEPHEN D. COPE (“Payee”), a resident of Harris County, Texas, at 7303 Augusta Pines Drive, Spring, Harris County, Texas 77389, or at such other place as Payee may hereafter designate in writing, in immediately available fu

CONFIDENTIAL SALES REPRESENTATION AND NON-CIRCUMVENTION/NON-DISCLOSURE AGREEMENT

CONFIDENTIAL SALES REPRESENTATION AND NON-CIRCUMVENTION/NON-DISCLOSURE AGREEMENT This Agreement (“Agreement”), dated April 7, 2014, will constitute a Sales Representation, Non-Circumvention and Non-Disclosure Agreement by and between Integrated Drilling Equipment Holdings Corp.

THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 31, 2014, among INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE” and “Borrowing Agent”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and Integrated Drilling Equipment Holdings Corp.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHNAGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2014 INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdiction o

THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT

THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 31, 2014, among INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

- FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54417 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER 2915Y203 (Check one): ý Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran

IRIG / Integrated Drilling Equipment Holdings Corp. / WEXFORD CAPITAL LP - WEXFORD CAPITAL 13G A2 02-14-14 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G A/2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.2) INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. (F/K/A EMPEIRIA ACQUISITION CORP.) (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 45825L101 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of

IRIG / Integrated Drilling Equipment Holdings Corp. / AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Drilling Equipment Holdings Corp. (Name of Issuer) Common Stock and Warrants (Title of Class of Securities) 45825L101 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

CERTIFICATE OF DESIGNATION SERIES B PREFERRED STOCK INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. To Be Designated Series B Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

Exhibit 4.1 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. To Be Designated Series B Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors (the ?Board of Directors?) of Integrated Drilling E

CERTIFICATE OF DESIGNATION SERIES C PREFERRED STOCK INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. To Be Designated Series C Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

Exhibit 4.2 CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK OF INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP. To Be Designated Series C Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors (the ?Board of Directors?) of Integrated Drilling E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Commission File Number: 000-54

10-Q 1 v35945410q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Commission File Number: 000-54417 Integrated Drilling Equipment Holdings Corp. (Exact name of registrant as specified in its charter) Delaware (State or

STOCK PURCHASE AGREEMENT

Exhibit 10.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of November 14, 2013, is made by and between Integrated Drilling Equipment Holdings Corp, a Delaware corporation (the ?Seller?) and Stephen D. Cope, (?Purchaser?). WHEREAS, Seller desires to sell to Purchaser certain shares of Series C Preferred Stock of Seller, $0.01 par value (the terms of which are m

STOCK PURCHASE AGREEMENT

Exhibit 10.3 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of November 14, 2013, is made by and between Integrated Drilling Equipment Holdings Corp, a Delaware corporation (the ?Seller?) and Empeiria Investors, LLC, a Delaware limited liability company (?Purchaser?). WHEREAS, Seller desires to sell to Purchaser certain shares of Series B Preferred Stock of Sell

SECOND AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT

SECOND AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of October 17, 2013, among INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v3577858k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2013 Integrated Drilling Equipment Holdings Corp. (Exact name of registrant as specified in its charter) Delaware (State or othe

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of October 17, 2013, among INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE” and “Borrowing Agent”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and Integrated Drilling Equipment Holdings Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2013 Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware (State or ot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Commission File Number: 000-54417 I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Commission File Number: 000-54417 Integrated Drilling Equipment Holdings Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporat

FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT

FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of April 9, 2013, among EMPEIRIA ACQUISITION CORP.

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 9, 2013, among INTEGRATED DRILLING EQUIPMENT, LLC, a Delaware limited liability company (“IDE” and “Borrowing Agent”), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and EMPEIRIA ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 Commission File Number: 000-54417

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 Commission File Number: 000-54417 Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware 27-

FORM OF CONTRACT FOR THE ACQUISITION OF A MODULAR DRILLING UNIT By and between INTEGRATED TRADE SYSTEMS, INC. acting on behalf of and as agent for a fully disclosed principal PEMEX-Exploración y Producción INTEGRATED DRILLING EQUIPMENT LLC IDE PERFOR

EX-10.1 2 v344492ex10-1.htm EXHIBIT 10.1 FORM OF CONTRACT FOR THE ACQUISITION OF A MODULAR DRILLING UNIT By and between INTEGRATED TRADE SYSTEMS, INC. acting on behalf of and as agent for a fully disclosed principal PEMEX-Exploración y Producción AND INTEGRATED DRILLING EQUIPMENT LLC and IDE PERFORACIÓN MÉXICO, S. DE R.L. DE C.V. Dated March 21, 2013 INDEX ARTICLE 1. DEFINITIONS; HEADINGS AND REFE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2013 Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware (State or other

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2013 Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 Commission File No. 000-54417 Integrate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 Commission File No. 000-54417 Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.) (Exact name of registrant as specified in its charter) Delaware 27-5079295 (

SUBSIDIARIES OF Integrated Drilling Equipment Holdings Corp.

Exhibit 21.1 SUBSIDIARIES OF Integrated Drilling Equipment Holdings Corp. Subsidiary Jurisdiction of Incorporation Integrated Drilling Equipment Company Holdings, LLC Delaware Integrated Drilling Equipment, LLC Delaware IDE Perforación México, S. de R.L. de C.V. Mexico

- FORM NT 10-K

NT 10-K 1 v340051nt10k.htm FORM NT 10-K OMB APPROVAL UNITED STATES OMB Number: 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 2015 Washington, D.C. 20549 Estimated average burden hours per response..…2.50 FORM 12b-25 SEC FILE NUMBER 000-54417 NOTIFICATION OF LATE FILING CUSIP NUMBER 2915Y203 (Check one): ý Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ F

Entry into a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2013 (March 22, 2013) EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-5

Changes in Registrant's Certifying Accountant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2013 (March 5, 2013) EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-544

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2013 (February 8, 2013) EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

IRIG / Integrated Drilling Equipment Holdings Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Empeiria Acquisition Units (Name of Issuer) Units (Title of Class of Securities) 29158Y203 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 13, 2013

Exhibit 16.1 February 13, 2013 Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Re: Empeiria Acquisition Corp. (Commission File No. 000-54417) We have read the statements that we understand Empeiria Acquisition Corp. will include under Item 4.01 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our f

IRIG / Integrated Drilling Equipment Holdings Corp. / FIR TREE CAPITAL MANAGEMENT LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Amendment No.

IRIG / Integrated Drilling Equipment Holdings Corp. / Polar Asset Management Partners Inc. - EMPEIRIA ACQUISITION CORP. Passive Investment

SC 13G/A 1 p13-0560sc13ga.htm EMPEIRIA ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Empeiria Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 29158Y104 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of This Stat

IRIG / Integrated Drilling Equipment Holdings Corp. / WEXFORD CAPITAL LP - WEXFORD CAPITAL SC13GA1 02/11/2013 Passive Investment

SC 13G/A 1 formsc13ga1.htm WEXFORD CAPITAL SC13GA1 02/11/2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G A/1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1) EMPEIRIA ACQUISITION CORP. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 29158Y104 (CUSIP Number) December 31, 2012 (Date of Event which Requires

JOINT FILING AGREEMENT

Joint Filing Agreement Exhibit 99.11 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D, and any amendments thereto, with respect to the shares of common stock, par value $0.0001 per share, beneficially owned by each of them of E

IRIG / Integrated Drilling Equipment Holdings Corp. / Empeiria Investors LLC - SCHEDULE 13D Activist Investment

SC 13D 1 d466977dsc13d.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 EMPEIRIA ACQUISITION CORP. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of S

EMPEIRIA ACQUISITION CORP. ANNOUNCES EXPIRATION AND FINAL RESULTS OF TENDER OFFER

Press Release Exhibit (a)(1)(AF) EMPEIRIA ACQUISITION CORP. ANNOUNCES EXPIRATION AND FINAL RESULTS OF TENDER OFFER NEW YORK, December 13, 2012 – Empeiria Acquisition Corp. (OTC BB: EPAQ; EPAQW; EPAQU) (“EAC” or the “Company”) today announced the expiration and final results of the Company’s tender offer to purchase up to 5,520,000 of its common stock at a price of $10.20 per share, net to the sell

- AMENDMENT NO. 8 TO SCHEDULE TO

Amendment No. 8 to Schedule TO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 EMPEIRIA ACQUISITION CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Common Stock, par value $0.0001 (Title of Class of Securities) 29158Y104 (

TERM LOAN AND SECURITY AGREEMENT by and among ELM PARK CAPITAL MANAGEMENT, LLC (as Agent) THE LENDERS THAT ARE SIGNATORY HERETO (as Lenders) EMPEIRIA ACQUISITION CORP. INTEGRATED DRILLING EQUIPMENT, LLC INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS,

Term Loan and Security Agreement Exhibit 10.22 TERM LOAN AND SECURITY AGREEMENT by and among ELM PARK CAPITAL MANAGEMENT, LLC (as Agent) THE LENDERS THAT ARE SIGNATORY HERETO (as Lenders) EMPEIRIA ACQUISITION CORP. and INTEGRATED DRILLING EQUIPMENT, LLC and INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC (as Borrowers) December 14, 2012 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Accou

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement Exhibit 10.16 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated December 14, 2012, is made by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). RECITALS WHEREAS, the Company

AMENDED AND RESTATED REVOLVING CREDIT SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) INTEGRATED DRILLING EQUIPMENT, LLC INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC EMPEIRIA ACQUISITION CORP. (AS BORROWERS) December

Amended and Restated Revolving Credit and Security Agreement Exhibit 10.24 AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH INTEGRATED DRILLING EQUIPMENT, LLC INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, LLC AND EMPEIRIA ACQUISITION CORP. (AS BORROWERS) December 14, 2012 TABLE OF CONTENTS I. DEFINITIONS 1 1.1 Accounting Te

Lock-up Agreement

Lock-up Agreement between EAC and IDE Stockholders Exhibit 10.15 Lock-up Agreement December 14, 2012 Empeiria Acquisition Corporation 142 W. 57th Street, 11th Floor New York, NY 10019 RE: Acquisition of Integrated Drilling Equipment Company Holdings Inc. (“IDE”) by Empeiria Acquisition Corp. (the “Company”) Ladies & Gentlemen: The undersigned (the “Holder”) is delivering this lock-up letter agreem

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement Exhibit 10.25 Execution Version STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2012, is made by and between Empeiria Acquisition Corporation, a Delaware corporation (the “Seller”) and Empeiria Investors, LLC, a Delaware limited liability company (“Purchaser”). WHEREAS, Seller desires to sell to Purchaser certain shares of

AMENDMENT TO THE BY LAWS EMPEIRIA ACQUISITION CORP.

Amendment to the Bylaws of EAC Exhibit 3.3 AMENDMENT TO THE BY LAWS OF EMPEIRIA ACQUISITION CORP. This Amendment to the By Laws (the “By Laws”) of Empeiria Acquisition Corp. (the “Corporation”) is made pursuant to Section 9.15 of the By Laws. I. The By Laws are hereby amended by amending and restating the text of Section 6.1 in its entirety to read as follows: Section 6.1. Officers. The officers o

Jurisdiction of Incorporation

EX-21.1 17 d455960dex211.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiary Jurisdiction of Incorporation Integrated Drilling Equipment Company Holdings, LLC Delaware Integrated Drilling Equipment, LLC Delaware

CERTIFICATE OF DESIGNATION SERIES A PREFERRED STOCK EMPEIRIA ACQUISITION CORP. To Be Designated Series A Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

Certificate of Designation of Series A Preferred Stock Exhibit 4.6 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF EMPEIRIA ACQUISITION CORP. To Be Designated Series A Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors (the “Board of

FIRST AMENDMENT TO COMMERCIAL LEASE

EX-10.20 11 d455960dex1020.htm FIRST AMENDMENT TO COMMERCIAL LEASE Exhibit 10.20 FIRST AMENDMENT TO COMMERCIAL LEASE This FIRST AMENDMENT TO COMMERCIAL LEASE (this “Amendment”), dated as of December 14, 2012, is made and entered into by and between IDECO LLC (“Landlord”), and ADVANCED RIG SERVICES LLC (“Tenant”). RECITALS A. All terms, covenants and conditions contained in this Amendment shall hav

FIRST AMENDMENT TO COMMERCIAL LEASE

Exhibit 10.19 FIRST AMENDMENT TO COMMERCIAL LEASE This FIRST AMENDMENT TO COMMERCIAL LEASE (this “Amendment”), dated as of December 14, 2012, is made and entered into by and between 9th GREEN LLC, 7303 Augusta Pines Drive, Spring, Texas 77389 (“Landlord”), and INTEGRATED DRILLING EQUIPMENT CO., 18 Augusta Pines Drive, Suite 240E, Spring, Texas 77389 (“Tenant”). RECITALS A. All terms, covenants and

TERMINATION & INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

EX-10.18 9 d455960dex1018.htm TERMINATION AND INTERNATIONAL ASSIGNMENT AGREEMENT Exhibit 10.18 Execution Version TERMINATION & INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT THIS TERMINATION & INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, dated as of December 14, 2012 (this “Agreement”), is entered into by and between International Drilling Equipment Company LLC (“International”), Integrated Drilling Eq

VOTING AGREEMENT

Voting Agreement Exhibit 10.17 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is entered into on December 14, 2012, by and among Empeiria Acquisition Corporation, a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”), Stephen D. Cope (“Cope”), the undersigned parties listed under Holder on the signature page hereto (the “IDE

REGISTRATION RIGHTS AGREEMENT

EX-10.23 14 d455960dex1023.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.23 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated December 14, 2012, is made by and among Empeiria Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and collectively, the “Holders”)

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2012 (December 14, 2012) EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other

EMPEIRIA ACQUISITION CORP. A Delaware Corporation

Specimen Series A Preferred Stock Certificate Exhibit 4.5 Series A Preferred Shares Certificate No. EMPEIRIA ACQUISITION CORP. A Delaware Corporation THIS CERTIFIES THAT is the record holder of shares of Series A Preferred Stock of Empeiria Acquisition Corp. (the “Corporation”) transferable only on the share register of the Corporation by the holder, in person or by such holder’s duly authorized a

EMPEIRIA ACQUISITION CORP. COMMON STOCK WARRANT AGREEMENT

Common Stock Warrant Agreement Exhibit 4.4 THE WARRANTS GOVERNED BY THIS AGREEMENT AND THE SHARES PURCHASABLE THEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND MUST BE HELD INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER

FIRST AMENDMENT TO COMMERCIAL LEASE

EX-10.21 12 d455960dex1021.htm FIRST AMENDMENT TO COMMERCIAL LEASE Exhibit 10.21 Execution Version FIRST AMENDMENT TO COMMERCIAL LEASE This FIRST AMENDMENT TO COMMERCIAL LEASE (this “Amendment”), dated as of December 14, 2012, is made and entered into by and between SDC BLACKHOLE LP (“Landlord”), and ADVANCED RIG SERVICES LLC (“ARS”) and INTEGRATED DRILLING EQUIPMENT CO. (“IDEC” and together ARS,

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Correspondence Letter Direct Number: (212) 326-3430 [email protected] December 3, 2012 VIA EDGAR AND OVERNIGHT DELIVERY Mr. H. Roger Schwall United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: Empeiria Acquisition Corp. Amendment No. 4 to Schedule TO-I Filed November 21, 2012 Amendment No. 5 to Schedule TO-I Filed November

Fourth Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER HAS BEEN A

Fourth Amended and Restated Letter to Brokers Exhibit (a)(1)(AD) Fourth Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

FOURTH AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Fourth Amended and Restated Offer to Purchase dated December 3, 2012 EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of Its Common Stock at a Purchas

EX-99.(A)(1)(AC) 3 d425166dex99a1ac.htm FOURTH AMENDED AND RESTATED LETTER OF TRANSMITTAL TO TENDER COMMON SHARES Exhibit (a)(1)(AC) FOURTH AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Fourth Amended and Restated Offer to Purchase dated December 3, 2012 by EMPEIRIA ACQUISITION CORP. of Up to 5,520,000 Shares of Its Common Stock at a Purchase Price of

Fourth Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER HAS BEEN A

Fourth Amended and Restated Letter to Clients Exhibit (a)(1)(AE) Fourth Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

Fourth Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of issued and outstanding Common Stock at a Stock Purchase Price of $10.20 Per Share in connection with its consummation of a Proposed Merger

Fourth Amended and Restated Offer to Purchase, dated December 3, 2012 Table of Contents Exhibit (a)(1)(AB) Fourth Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

- AMENDMENT NO. 7 TO SCHEDULE TO

AMENDMENT NO. 7 TO SCHEDULE TO Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 EMPEIRIA ACQUISITION CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Common Stock, par value $0.0001 (Title of Class of Secur

Third Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER HAS BEEN AM

Third Amended & Restated Letter to Clients Exhibit (a)(1)(Z) Third Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

EMPEIRIA ACQUISITION CORP. ANNOUNCES COMMITMENT OF A $20 MILLION CREDIT FACILITY AND $2.5 MILLION OF PREFERRED EQUITY

Press Release Exhibit (a)(1)(AA) EMPEIRIA ACQUISITION CORP. ANNOUNCES COMMITMENT OF A $20 MILLION CREDIT FACILITY AND $2.5 MILLION OF PREFERRED EQUITY NEW YORK, November 29, 2012 – Empeiria Acquisition Corp. (OTC BB: EPAQ; EPAQW; EPAQU) (“EAC” or the “Company”) today announced that it has secured a $20 million secured second-lien term loan credit facility commitment and a $2.5 million preferred eq

November 28, 2012

Commitment Letter, dated as of November 29, 2012, between EAC and Elm Park Exhibit (b)(1) November 28, 2012 Empeiria Acquisition Corporation 142 West 57th Street, 11th Floor New York, NY 10019 Attn: Alan B.

Third Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER HAS BEEN AM

Third Amended & Restated Letter to Brokers Exhibit (a)(1)(Y) Third Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

THIRD AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Third Amended and Restated Offer to Purchase dated November 29, 2012 EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of Its Common Stock at a Purchase

Third Amended & Restated Letter of Transmittal Exhibit (a)(1)(X) THIRD AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Third Amended and Restated Offer to Purchase dated November 29, 2012 by EMPEIRIA ACQUISITION CORP.

- AMENDMENT 6 TO SCHEDULE TO

Amendment 6 to Schedule TO Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.

Third Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of issued and outstanding Common Stock at a Stock Purchase Price of $10.20 Per Share in connection with its consummation of a Proposed Merger

EX-99.(A) (1) (W) 2 d425166dex99a1w.htm THIRD AMENDED AND RESTATED OFFER TO PURCHASE Table of Contents Exhibit (a)(1)(W) Third Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP. of Up to 5,520,000 Shares of issued and outstanding Common Stock at a Stock Purchase Price of $10.20 Per Share in connection with its consummation of a Proposed Merger THE OFFER AND WITHDRAWAL RI

[Signature page follows]

EX-99.(D)(9) 8 d425166dex99d9.htm COMMITMENT LETTER Exhibit (d)(9) November 29, 2012 Empeiria Acquisition Corp. 142 West 57th Street 11th Floor New York, New York 10019 Gentlemen: The undersigned (“Purchasers”) are pleased to submit this commitment letter (“Commitment Letter”) for a transaction whereby the Purchasers will acquire shares of a newly-created class of preferred stock (the “Series A Pr

- AMENDMENT 5 TO SC TO

Amendment 5 to SC TO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 EMPEIRIA ACQUISITION CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Common Stock, par value $0.0001 (Title of Class of Securities) 29158Y104 (CUSIP Numb

EMPEIRIA ACQUISITION CORP. ANNOUNCES EXTENSION OF TENDER OFFER

Press Release Exhibit a(1)(V) EMPEIRIA ACQUISITION CORP. ANNOUNCES EXTENSION OF TENDER OFFER NEW YORK, November 27, 2012 – Empeiria Acquisition Corp. (OTC BB: EPAQ; EPAQW; EPAQU) (“EAC”) (or the “Company”) today announced that its previously announced tender offer, as amended (the “Tender Offer”), has been extended until 12:00 Noon, New York City time, on December 13, 2012. Except for such extensi

SECOND AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Second Amended and Restated Offer to Purchase dated November 21, 2012 EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of Its Common Stock at a Purcha

Second Amended and Restated Letter of Transmittal Exhibit (a)(1)(R) SECOND AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Second Amended and Restated Offer to Purchase dated November 21, 2012 by EMPEIRIA ACQUISITION CORP.

Second Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of issued and outstanding Common Stock at a Stock Purchase Price of $10.20 Per Share in connection with its consummation of a Proposed Merger

EX-99.(A)(1)(Q) 2 d425166dex99a1q.htm SECOND AMENDED AND RESTATED OFFER TO PURCHASE Table of Contents Exhibit (a)(1)(Q) Second Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP. of Up to 5,520,000 Shares of issued and outstanding Common Stock at a Stock Purchase Price of $10.20 Per Share in connection with its consummation of a Proposed Merger THE OFFER AND WITHDRAWAL RI

Second Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER HAS BEEN A

Second Amended and Restated Letter to Brokers Exhibit (a)(1)(S) Second Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

Second Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER HAS BEEN A

Second Amended and Restated Letter to Clients Exhibit (a)(1)(T) Second Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

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Correspondence Letter November 21, 2012 VIA EDGAR AND OVERNIGHT DELIVERY Mr. Norman von Holtzendorff United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: Empeiria Acquisition Corp. Schedule TO-I Filed October 19, 2012 Amendment No. 1 to Schedule TO-I Filed October 26, 2012 Amendment No. 2 to Schedule TO-I Filed November 9, 2012

Empeiria Acquisition Corp.

Second Amended and Restated Investor Presentation Empeiria Acquisition Corp. Proposed Merger with Integrated Drilling Equipment Company Holdings Inc. November 2012 Exhibit (a)(1)(U) 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 of similar substan

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2012 EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdiction of incorporation) (Commi

- AMENDMENT NO. 4 TO SCHEDULE TO

SC TO-I/A 1 d425166dsctoia.htm AMENDMENT NO. 4 TO SCHEDULE TO Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 EMPEIRIA ACQUISITION CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Common Stock, par value $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54417 Empeiria Acquisitio

Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of issued and outstanding Common Stock at a Stock Purchase Price of $10.20 Per Share in connection with its consummation of a Proposed Merger

OFFER TO PURCHASE Table of Contents Exhibit (a)(1)(J) Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Amended and Restated Offer to Purchase dated November 13, 2012 EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of Its Common Stock at a Purchase Price of $1

LETTER OF TRANSMITTAL Exhibit (a)(1)(K) AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Amended and Restated Offer to Purchase dated November 13, 2012 by EMPEIRIA ACQUISITION CORP.

Empeiria Acquisition Corp.

Amended and Restated Investor Presentation Empeiria Acquisition Corp. Proposed Merger with Integrated Drilling Equipment Company Holdings Inc. November 2012 Exhibit (a)(1)(P) 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 of similar substance and

Amended and Restated Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER HAS BEEN AMENDED

LETTER TO BROKERS Exhibit (a)(1)(L) Amended and Restated Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER HAS BEEN AMENDED AS DESCRIBED IN THE A

EX-99.(A)(1)(M) 5 d425166dex99a1m.htm LETTER TO CLIENTS Exhibit (a)(1)(M) Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP. of Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business Transaction THE OFFER HAS BEEN AMENDED AS DESCRIBED IN THE AMENDED AND RESTATED OFFER TO PURCHASE THE OFFER AND WITHDR

- AMENDMENT #3 TO SCHEDULE TO

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 EMPEIRIA ACQUISITION CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Common Stock, par value $0.0001 (Title of Class of Securities) 29158Y104 (CUSIP Number

EMPEIRIA ACQUISITION CORP. Investor Conference Call November 13, 2012

EX-99.(A)(1)(O) 7 d425166dex99a1o.htm SCRIPT OF CONFERENCE CALL HELD ON NOVEMBER 13, 2012 Exhibit (a)(1)(O) EMPEIRIA ACQUISITION CORP. Investor Conference Call November 13, 2012 Rob Fink: Thank you [Operator’s Name]. Good afternoon and thank you for joining us today for our conference call being jointly hosted by Empeiria Acquisition Corp. and Integrated Drilling Equipment Company. Before we get s

EMPEIRIA ACQUISITION CORP. ANNOUNCES AMENDMENT AND EXTENSION OF TENDER OFFER AND EARLY TERMINATION OF HSR WAITING PERIOD Tender Offer Expiration Extended to 12:00 Midnight, New York City time, on November 27, 2012 Company Announces Early Termination

EX-99.(A)(1)(N) 6 d425166dex99a1n.htm PRESS RELEASE Exhibit (a)(1)(N) EMPEIRIA ACQUISITION CORP. ANNOUNCES AMENDMENT AND EXTENSION OF TENDER OFFER AND EARLY TERMINATION OF HSR WAITING PERIOD Tender Offer Expiration Extended to 12:00 Midnight, New York City time, on November 27, 2012 Company Announces Early Termination of HSR Waiting Period for its Proposed Acquisition of Integrated Drilling Equipm

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2012 EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdiction of inco

- AMENDMENT #2 TO SCHEDULE TO

Amendment #2 to Schedule TO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 EMPEIRIA ACQUISITION CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Common Stock, par value $0.0001 (Title of Class of Securities) 29158Y104 (

EMPEIRIA ACQUISITION CORP TO CONDUCT INVESTOR CONFERENCE CALL TUESDAY NOVEMBER 13th AT 4:30 PM EST

EX-99.(A)(1)(I) 2 d425166dex99a1i.htm PRESS RELEASE Exhibit (a)(1)(I) EMPEIRIA ACQUISITION CORP TO CONDUCT INVESTOR CONFERENCE CALL TUESDAY NOVEMBER 13th AT 4:30 PM EST NEW YORK, November 9, 2012 – Empeiria Acquisition Corp. (OTC BB: EPAQ; EPAQW; EPAQU) (“EAC”) announced it will hold a conference call with the investment community to discuss EAC’s proposed merger with Integrated Drilling Equipment

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2012 EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdiction of incor

- SCHEDULE TO AMENDMENT 1

Schedule TO Amendment 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 EMPEIRIA ACQUISITION CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Common Stock, par value $0.0001 (Title of Class of Securities) 29158Y104 (CUSI

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2012 EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdiction of incor

Empeiria Acquisition Corp.

Investor Presentation Empeiria Acquisition Corp. Proposed Merger with Integrated Drilling Equipment Company Holdings Inc. October 2012 Exhibit (a)(1)(H) 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 of similar substance and any financial projecti

- SCHEDULE TO

Schedule TO Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 EMPEIRIA ACQUISITION CORP. (Name of Subject Company (Issuer) and Name of Filing Person (Issuer)) Common Stock, par value $0.0001 (Title of Class of Securities) 29158Y104 (CUSIP Number of C

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Amended and Restated Employment Agreement Exhibit (d)(5) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of October 19, 2012 (the “Execution Date”), is between Integrated Drilling Equipment Company Holdings, Inc.

AGREEMENT AND PLAN OF MERGER by and among EMPEIRIA ACQUISITION CORPORATION, IDE ACQUISITION CO., LLC, INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, INC., STEPHEN COPE, AS REPRESENTATIVE Dated as of October 19, 2012 TABLE OF CONTENTS Page ARTICLE 1

Agreement and Plan of Merger, dated as of October 19, 2012 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among EMPEIRIA ACQUISITION CORPORATION, IDE ACQUISITION CO., LLC, INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, INC., and STEPHEN COPE, AS REPRESENTATIVE Dated as of October 19, 2012 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 1.01 The Merger 2 1.02 Closing; Effective Time 2 1.03 Certific

VOTING AGREEMENT

Form of Voting Agreement Exhibit (d)(8) VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is entered into on [—], 2012, by and among Empeiria Acquisition Corporation, a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”), Stephen D.

REGISTRATION RIGHTS AGREEMENT

Form of Registration Rights Agreement Exhibit (d)(2) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated [—], 2012, is made by and among Empeiria Acquisition Corp.

LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase dated October 19, 2012 EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of Its Common Stock at a Purchase Price of $10.20 Per Share

Letter of Transmittal Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase dated October 19, 2012 by EMPEIRIA ACQUISITION CORP.

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2012 EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdiction of incorporation)

Form of Lock-up Agreement

EX-99.(D)(3) 9 d425166dex99d3.htm FORM OF LOCK UP AGREEMENT Exhibit (d)(3) Form of Lock-up Agreement [Date] Empeiria Acquisition Corporation 142 W. 57th Street, 11th Floor New York, NY 10019 RE: Acquisition of Integrated Drilling Equipment Company Holdings Inc. (“IDE”) by Empeiria Acquisition Corp. (the “Company”) Ladies & Gentlemen: The undersigned (the “Holder”) is delivering this lock-up letter

Empeiria Acquisition Corp. Commences Tender Offer to Purchase up to 5,520,000 shares of its Common Stock

EX-99.(A)(1)(G) 7 d425166dex99a1g.htm JOINT PRESS RELEASE Exhibit (a)(1)(G) Empeiria Acquisition Corp. Commences Tender Offer to Purchase up to 5,520,000 shares of its Common Stock New York, New York, October 19, 2012 - Empeiria Acquisition Corp. (“EAC” or the “Company”) today announced it has commenced a tender offer to purchase up to 5,520,000 shares of its common stock at a price of $10.20 per

Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1

EX-99.(A)(1)(C) 4 d425166dex99a1c.htm LETTER TO BROKERS Exhibit (a)(1)(C) Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP. of Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business Transaction THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 1

Empeiria Acquisition Corp. Announces Execution of Merger Agreement with Integrated Drilling Equipment Company Holdings

Press Release dated October 19, 2012 Exhibit 99.1 Empeiria Acquisition Corp. Announces Execution of Merger Agreement with Integrated Drilling Equipment Company Holdings New York – October 19, 2012 – Empeiria Acquisition Corp. (OTCBB: EPAQ, EPAQW, EPAQU) (“EAC”), a special purpose acquisition company, today announced the execution of a merger agreement with Integrated Drilling Equipment Company Hol

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d425169d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2012 EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other

Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of issued and outstanding Common Stock at a Stock Purchase Price of $10.20 Per Share in connection with its consummation of a Proposed Merger

EX-99.(A)(1)(A) 2 d425166dex99a1a.htm OFFER TO PURCHASE Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP. of Up to 5,520,000 Shares of issued and outstanding Common Stock at a Stock Purchase Price of $10.20 Per Share in connection with its consummation of a Proposed Merger THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,

AGREEMENT AND PLAN OF MERGER by and among EMPEIRIA ACQUISITION CORPORATION, IDE ACQUISITION CO., LLC, INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, INC., STEPHEN COPE, AS REPRESENTATIVE Dated as of October 19, 2012 TABLE OF CONTENTS Page ARTICLE 1

Agreement and Plan of Merger, dated as of October 19, 2012 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among EMPEIRIA ACQUISITION CORPORATION, IDE ACQUISITION CO., LLC, INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, INC., and STEPHEN COPE, AS REPRESENTATIVE Dated as of October 19, 2012 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 1.01 The Merger 2 1.02 Closing; Effective Time 2 1.03 Certific

Empeiria Acquisition Corp. Announces Execution of Merger Agreement with Integrated Drilling Equipment Company Holdings

Press Release dated October 19, 2012 Exhibit 99.1 Empeiria Acquisition Corp. Announces Execution of Merger Agreement with Integrated Drilling Equipment Company Holdings New York – October 19, 2012 – Empeiria Acquisition Corp. (OTCBB: EPAQ, EPAQW, EPAQU) (“EAC”), a special purpose acquisition company, today announced the execution of a merger agreement with Integrated Drilling Equipment Company Hol

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-99.(D)(4) 10 d425166dex99d4.htm AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit (d)(4) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of October 19, 2012 (the “Execution Date”), is between Integrated Drilling Equipment Company Holdings, Inc., a Delaware corporation (the “Company”), and Stephen Cope (the “Executive”) (colle

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Certification of Taxpayer Identification Number Exhibit (a)(1)(E) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payor — Social security numbers have nine digits separated by two hyphens (i.

EMPLOYMENT AGREEMENT

Employment Agreement Exhibit (d)(6) EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of October 19, 2012 (the “Execution Date”), is between Integrated Drilling Equipment Company Holdings, Inc.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Amended and Restated Employment Agreement Exhibit (d)(7) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), dated as of October 19, 2012 (the “Execution Date”), is between Integrated Drilling Equipment Company Holdings, Inc.

Offer to Purchase for Cash EMPEIRIA ACQUISITION CORP. Up to 5,520,000 Shares of its Common Stock at a Stock Purchase Price of $10.20 Per Share in Connection with its Consummation of a Proposed Business THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 1

Letter to Clients Exhibit (a)(1)(D) Offer to Purchase for Cash by EMPEIRIA ACQUISITION CORP.

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2012 Empeiria Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdiction of (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54417 Empeiria Acquisition Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54417 Empeiria Acquisition Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-54417 Empeiria Acquisition Corp.

IRIG / Integrated Drilling Equipment Holdings Corp. / Empeiria Investors LLC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Empeiria Acquisition Corp. (Name of Issuer) COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE (Title of Class of Securities) 29158Y203 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

IRIG / Integrated Drilling Equipment Holdings Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Empeiria Acquisition Units (Name of Issuer) Units (Title of Class of Securities) 29158Y203 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54417 EMPEIRIA ACQUISITIO

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54417 EMPEIRIA ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2011 (August 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2011 (August 11, 2011) EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 000-54417 27-5079295 (State or other jurisdiction

EMPEIRIA ACQUISITION CORP. COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON AUGUST 12, 2011

EMPEIRIA ACQUISITION CORP. COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON AUGUST 12, 2011 NEW YORK, August 11, 2011 – Empeiria Acquisition Corp. (the “Company”) (OTCBB: EPAQU) announced today that Cohen & Company Capital Markets, LLC, the representative of the underwriters of its initial public offering of units, which was consummated on June 21, 2011, has notified the Company that co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54417 EMPEIRIA ACQUISITION CO

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Empeiria Acquisition Corp. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 29158Y203 (CUSIP Number) June 16, 2011 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Sched

Empeiria Acquisition Corp. Announces Closing of $60,000,000 Initial Public Offering

Empeiria Acquisition Corp. Announces Closing of $60,000,000 Initial Public Offering New York, NY, June 22, 2011 ?/PRNewswire/ - Empeiria Acquisition Corp. (the ?Company?)(OTCBB: EPAQU), a special purpose acquisition company formed for the purpose of acquiring or merging with an operating business, announced today that it has closed its initial public offering for gross proceeds of $60 million. The

Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Empeiria Acquisition Corp. We have audited the accompanying balance sheet of Empeiria Acquisition Corp. (a development stage company) (the “Company”

Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Empeiria Acquisition Corp.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2011 (June 21, 2011) EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-5079295 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.) EMPEIRIA ACQUISITION CORP. (Name of Issuer) Common Stock, $0.0001 par value per share (held as Units, each

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.) EMPEIRIA ACQUISITION CORP. (Name of Issuer) Common Stock, $0.0001 par value per share (held as Units, each consisting of one share of Common Stock and one Warrant) (Title of Class of Securities) 29158Y203 (CUSIP Number) June 16, 2011 (Date of Event which Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Empeiria Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Empeiria Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) US29158Y2037 (ISIN Number) June 16, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT

AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 13TH day of June, 2011 and amends and restates in its entirety the Unit Subscription Agreement entered into on February 25, 2011, as amended by Amendment No.

SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT

SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT This SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 15th day of June, 2011 and amends and restates in its entirety the Amended and Restated Unit Subscription Agreement entered into on June 13, 2011, by and between Empeiria Acquisition Corp.

INVESTMENT MANAGEMENT TRUST AGREEMENT

INVESTMENT MANAGEMENT TRUST AGREEMENT This agreement (“Agreement”) is made as of June 15, 2011 by and between Empeiria Acquisition Corp.

UNDERWRITING AGREEMENT EMPEIRIA ACQUISITION CORP. COHEN & COMPANY CAPITAL MARKETS, LLC Dated: June 15, 2011 EMPEIRIA ACQUISITION CORP. UNDERWRITING AGREEMENT

UNDERWRITING AGREEMENT between EMPEIRIA ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, LLC Dated: June 15, 2011 EMPEIRIA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York June 15, 2011 Cohen & Company Capital Markets, LLC 1633 Broadway, 28th Floor New York, NY 10019 As Representative of the Several Underwriters named in Schedule I hereto Re: Public Offering of Securities Ladies a

Empeiria Acquisition Corp. Announces Pricing of $60,000,000 Initial Public Offering

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REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2011, is made and entered into by and among Empeiria Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2011 (June 15, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2011 (June 15, 2011) EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-5079295 (State or other jurisdiction of incorp

WARRANT AGREEMENT

WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 15, 2011, is by and between Empeiria Acquisition Corp.

Amendment No. 1 to Securities Subscription Agreement

Amendment No. 1 to Securities Subscription Agreement This Amendment No. 1 (the “Amendment”) dated June 15, 2011 to that certain Securities Subscription Agreement (the “Agreement”) dated the January 24, 2011, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”) and Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”). All capitalized terms not de

June 15, 2011

June 15, 2011 Empeiria Acquisition Corp. 142 W. 57th Street, 12th Floor New York, NY 10019 Cohen & Company Capital Markets, LLC 135 East 57th Street, 21st Floor New York, NY 10022 Attn: General Counsel Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EMPEIRIA ACQUISITION CORP.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMPEIRIA ACQUISITION CORP.

$60,000,000 EMPEIRIA ACQUISITION CORP. 6,000,000 Units EMPEIRIA ACQUISITION CORP. TABLE OF CONTENTS PROSPECTUS SUMMARY Our Business Effecting a Business Transaction Potential Conflicts of Interest Private Placements THE OFFERING Risks SUMMARY FINANCI

Filed Pursuant to Rule 424(b)(4) SEC File No. 333-172629 $60,000,000 EMPEIRIA ACQUISITION CORP. 6,000,000 Units Empeiria Acquisition Corp. is a newly-organized blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable stock transaction or other similar business transaction, one or more operatin

Cohen & Company Capital Markets 135 East 57th Street, 21st Floor New York, NY 10022

CORRESP 1 filename1.htm Cohen & Company Capital Markets 135 East 57th Street, 21st Floor New York, NY 10022 June 15, 2011 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Mail Stop 4720 Washington, D.C. 20549 Attn: John Reynolds Assistant Director Re: Empeiria Acquisition Corp. (the “Registrant”) Registration Statement on Form S-1 Filed March 4, 2011, as amended File No. 33

EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019

EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 June 15, 2011 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Mail Stop 4720 Washington, D.C. 20549 Attn: John Reynolds Assistant Director Re: Empeiria Acquisition Corp. (the ?Registrant?) Registration Statement on Form S-1 Filed March 4, 2011, as amended File No. 333-172629 Dear Sir: Pursuant to

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EMPEIRIA ACQUISITION CORP.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMPEIRIA ACQUISITION CORP. Empeiria Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Empeiria Acquisition Corp.” The Corporation was originally incorporated under the name “Empeiria Acquisition Corp.” and the ori

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Al

As filed with the Securities and Exchange Commission on June 13, 2011 Registration No.

INVESTMENT MANAGEMENT TRUST AGREEMENT

INVESTMENT MANAGEMENT TRUST AGREEMENT This agreement (“Agreement”) is made as of , 2011 by and between Empeiria Acquisition Corp.

EMPEIRIA ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP EMPEIRIA ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (the “Common Stock”), of Empeiria Acquisitio

Amendment No. 1 to Unit Subscription Agreement

EX-10.11 11 v224958ex10-11.htm Amendment No. 1 to Unit Subscription Agreement This Amendment No. 1 (the “Amendment”) dated June 2, 2011 to that certain Unit Subscription Agreement (the “Agreement”) dated the February 25, 2011, by and between Empeiria Acquisition Corp., a Delaware corporation (the “Company”) and Empeiria Investors LLC, a Delaware limited liability company (the “Sponsor”). All capit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Al

As filed with the Securities and Exchange Commission on June 3, 2011 Registration No.

EMPEIRIA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK

Exhibit 4.2 NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP EMPEIRIA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 PER SHARE EACH OF THE COMMON STOCK OF EMPEIRIA ACQUISITION CORP. (THE “CORPORATION”) transferable on the books of the Corporation in pers

[Signature page follows]

, 2011 Empeiria Acquisition Corp. 142 W. 57th Street, 12th Floor New York, NY 10019 Cohen & Company Capital Markets, LLC 135 East 57th Street, 21st Floor New York, NY 10022 Attn: General Counsel Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or pr

UNDERWRITING AGREEMENT EMPEIRIA ACQUISITION CORP. COHEN & COMPANY CAPITAL MARKETS, LLC Dated: June __, 2011 EMPEIRIA ACQUISITION CORP. UNDERWRITING AGREEMENT

UNDERWRITING AGREEMENT between EMPEIRIA ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, LLC Dated: June , 2011 EMPEIRIA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York June , 2011 Cohen & Company Capital Markets, LLC 135 East 57th Street New York, NY 10002 As Representative of the Several Underwriters named in Schedule I hereto Re: Public Offering of Securities Ladies and Gentle

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Al

As filed with the Securities and Exchange Commission on June 3, 2011 Registration No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EMPEIRIA ACQUISITION CORP.

EX-3.2 5 v224958ex3-2.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMPEIRIA ACQUISITION CORP. Empeiria Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Empeiria Acquisition Corp.” The Corporation was originally incorporated under the name “Empeiria Acqu

WARRANT AGREEMENT

WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2011, is by and between Empeiria Acquisition Corp.

EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 May 26, 2011

EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 May 26, 2011 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Mail Stop 4720 Washington, D.C. 20549 Attn: John Reynolds Assistant Director Re: Empeiria Acquisition Corp. (the ?Registrant?) Registration Statement on Form S-1 Filed March 4, 2011, as amended File No. 333-172629 Dear Sir: Empeiria Acqu

Cohen & Company Capital Markets 135 East 57th Street, 21st Floor New York, NY 10022

CORRESP 1 filename1.htm Cohen & Company Capital Markets 135 East 57th Street, 21st Floor New York, NY 10022 May 25, 2011 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Mail Stop 4720 Washington, D.C. 20549 Attn: John Reynolds Assistant Director Re: Empeiria Acquisition Corp. (the “Registrant”) Registration Statement on Form S-1 Filed March 4, 2011, as amended File No. 333

EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019

EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 May 25, 2011 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Mail Stop 4720 Washington, D.C. 20549 Attn John Reynolds Assistant Director Re: Empeiria Acquisition Corp. (the “Registrant”) Registration Statement on Form S-1 Filed March 4, 2011, as amended File No. 333-172629 Dear Sir: Pursuant to Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EMPEIRIA ACQUISITION CORP. (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EMPEIRIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 27-5079295 (State of incorporation or organization) (I.R.S. employer identification no.) 142 W. 57th Str

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Al

As filed with the Securities and Exchange Commission on May 25, 2011 Registration No.

The company acknowledges that:

May 25, 2011 VIA EDGAR Mr. John Reynolds United States Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, DC 20549 Re: Empeiria Acquisition Corp. Registration Statement on Form S-1 Filed March 4, 2011, as amended File No. 333-172629 Dear Mr. John Reynolds: Empeiria Acquisition Corp. (the ?Company?, ?it?, ?we?, ?us? or ?our?) hereby transmits its response to

May 24, 2011

May 24, 2011 VIA EDGAR Mr. John Reynolds United States Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, DC 20549 Re: Empeiria Acquisition Corp. Registration Statement on Form S-1 Filed March 4, 2011, as amended File No. 333-172629 Dear Mr. John Reynolds: Empeiria Acquisition Corp. (the ?Company?, ?it?, ?we?, ?us? or ?our?) hereby transmits its response to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Al

As filed with the Securities and Exchange Commission on May 23, 2011 Registration No.

USE OF PROCEEDS

May 23, 2011 VIA EDGAR Mr. John Reynolds United States Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, DC 20549 Re: Empeiria Acquisition Corp. Registration Statement on Form S-1 Filed March 4, 2011, as amended File No. 333-172629 Dear Mr. John Reynolds: Empeiria Acquisition Corp. (the ?Company?, ?it?, ?we?, ?us? or ?our?) hereby transmits its response to

May 13, 2011

May 13, 2011 VIA EDGAR Mr. John Reynolds United States Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, DC 20549 Re: Empeiria Acquisition Corp. Registration Statement on Form S-l Filed March 4, 2011, as amended on May 2, 2011 File No. 333-172629 Dear Mr. John Reynolds: Empeiria Acquisition Corp. (the “Company”, “it”, “we”, “us” or “our”) hereby transmits

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2011, is made and entered into by and among Empeiria Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Al

As filed with the Securities and Exchange Commission on May 13, 2011 Registration No.

May 2, 2011

May 2, 2011 VIA EDGAR Mr. John Reynolds United States Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, DC 20549 Re: Empeiria Acquisition Corp. Registration Statement on Form S-1 Filed March 4, 2011, as amended on April 8, 2011 File No. 333-172629 Dear Mr. John Reynolds: Empeiria Acquisition Corp. (the ?Company?, ?it?, ?we?, ?us? or ?our?) hereby transmits

EMPEIRIA ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

EX-4.1 6 v220230ex4-1.htm Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP EMPEIRIA ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (the “Common Stock

EMPEIRIA ACQUISITION CORP. CODE OF CONDUCT AND ETHICS

Exhibit 14.1 EMPEIRIA ACQUISITION CORP. CODE OF CONDUCT AND ETHICS OVERVIEW This Code of Conduct and Ethics (the “Code”) sets forth the guiding principles by which we operate our company and conduct our daily business with our shareholders, customers, vendors and with each other. These principles apply to all of the directors, officers and employees of Empeiria Acquisition Corp. (referred to in th

INVESTMENT MANAGEMENT TRUST AGREEMENT

INVESTMENT MANAGEMENT TRUST AGREEMENT This agreement (“Agreement”) is made as of , 2011 by and between Empeiria Acquisition Corp.

INDEMNITY AGREEMENT

INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2011, by and between EMPEIRIA ACQUISITION CORP.

BY LAWS EMPEIRIA ACQUISITION CORP., a Delaware corporation (the “Corporation”) (Adopted as of January 24, 2011) BY LAWS EMPEIRIA ACQUISITION CORP. ARTICLE I

BY LAWS OF EMPEIRIA ACQUISITION CORP., a Delaware corporation (the “Corporation”) (Adopted as of January 24, 2011) BY LAWS OF EMPEIRIA ACQUISITION CORP. ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Al

As filed with the Securities and Exchange Commission on May 2, 2011 Registration No.

EMPEIRIA ACQUISITION CORP.

EMPEIRIA ACQUISITION CORP. April, 2011 Empeiria Investors LLC c/o G2 Investment Group, LLC 142 W. 57th Street, 12th Floor New York, NY 10019 Re: Administrative Services and Management Fee Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of Empeiria Acquisition Corp. (the “Company”) are first quoted on the Over-The-Counter Bulletin Board quotat

UNIT PURCHASE OPTION FOR THE PURCHASE OF 1,000,000 UNITS EMPEIRIA ACQUISITION CORP.

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF SIX MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) COHEN & COMPANY CAPITAL MARKETS, LLC (“COHEN & COMPANY”) OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF COHEN & COMPANY OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

UNDERWRITING AGREEMENT EMPEIRIA ACQUISITION CORP. COHEN & COMPANY CAPITAL MARKETS, LLC Dated: ____________ , 2011 EMPEIRIA ACQUISITION CORP. UNDERWRITING AGREEMENT

EX-1.1 4 v220230ex1-1.htm UNDERWRITING AGREEMENT between EMPEIRIA ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, LLC Dated: , 2011 EMPEIRIA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York , 2011 Cohen & Company Capital Markets, LLC 135 East 57th Street New York, NY 10002 As Representative of the Several Underwriters named in Schedule I hereto Re: Public Offering of Securities L

EMPEIRIA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK

EX-4.2 7 v220230ex4-2.htm Exhibit 4.2 NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP EMPEIRIA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 PER SHARE EACH OF THE COMMON STOCK OF EMPEIRIA ACQUISITION CORP. (THE “CORPORATION”) transferable on the books

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Al

As filed with the Securities and Exchange Commission on April 8, 2011 Registration No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EMPEIRIA ACQUISITION CORP.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EMPEIRIA ACQUISITION CORP. Empeiria Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Empeiria Acquisition Corp.” The Corporation was originally incorporated under the name “Empeiria Acquisition Corp.” and the ori

[Signature page follows]

, 2011 Empeiria Acquisition Corp. 142 W. 57th Street, 12th Floor New York, NY 10019 Cohen & Company Capital Markets, LLC 135 East 57th Street, 21st Floor New York, NY 10022 Attn: General Counsel Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into, or pr

April 8, 2011

April 8, 2011 VIA EDGAR Mr. John Reynolds United States Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, DC 20549 Re: Empeiria Acquisition Corp. Registration Statement on Form S-1 Filed March 4, 2011 File No. 333-172629 Dear Mr. John Reynolds: Empeiria Acquisition Corp. (the ?Company?, ?it?, ?we?, ?us? or ?our?) hereby transmits its response to the letter

PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

WARRANT AGREEMENT

WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2011, is by and between Empeiria Acquisition Corp.

PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

UNIT SUBSCRIPTION AGREEMENT

UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 25th day of February, 2011 by and between Empeiria Acquisition Corp.

Empeiria Acquisition Corp. 142 W. 57th Street, 12th Floor New York, NY 10019

Empeiria Acquisition Corp. 142 W. 57th Street, 12th Floor New York, NY 10019 January 24, 2011 Empeiria Investors LLC 142 W. 57th Street, 12th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Empeiria Investors LLC (the ?Subscriber?) has made to purchase 4,000,000 shares (the ?Shares?) of common stock, $0.0001 par value per shar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMPEIRIA ACQUISITION CORP. 142 W. 57th Street, 12th Floor New York, NY 10019 (212) 887-1150 Alan B. Menkes Chief

As filed with the Securities and Exchange Commission on March 4, 2011 Registration No.