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~~report (Date of earliest event reported): ~~October~~July 1718, ~~2013~~2014

~~Integrated Drilling~~INTEGRATED ~~Equipment~~DRILLING ~~Holdings~~EQUIPMENT ~~Corp~~HOLDINGS CORP.

(formerly Empeiria Acquisition Corp.)

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 000-54417 (Commission File Number) 27-5079295 (IRS Employer Identification No.)

Delaware	000-54417	27-5079295
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

25311 I-45 Woodpark Business Center, Bldg. 6 Spring, TX (Address of principal executive offices) 77380 (Zip Code)

25311 I-45
Woodpark Business Center, Bldg. 6
Spring, TX	77380
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 465-9393

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

OnThe ~~December~~discussion ~~14,~~under ~~2012,~~Item ~~Integrated Drilling Equipment Holdings Corp~~5.,02 abelow ~~Delaware corporation (the “Company”), Integrated Drilling Equipment, LLC and Integrated~~is ~~Drilling~~incorporated ~~Equipment~~herein ~~Company~~by ~~Holdings, LLC (collectively with the Company, the “Borrowers”) entered into a term loan and security agreement with Elm Park Credit Opportunities Fund, L~~reference.P. and Elm Park Credit Opportunities Fund (Canada), L.P., as lenders, and Elm Park Capital Management, LLC, as administrative agent (the “Term Loan Agreement”). The Term Loan Agreement provided for a $20.0 million four year senior secured second-lien term loan facility (as amended, the “Term Facility”).

OnItem December 14, 2012, the Borrowers also entered into an amended and restated revolving credit and security agreement with PNC Bank, National Association, as administrative agent and the initial lender (the “Revolving Credit Agreement”)5.02 ~~The~~Departure ~~Revolving~~of ~~Credit~~Directors ~~Agreement~~or ~~provides~~Certain ~~for~~Officers; aElection ~~$20 million~~of ~~committed~~Directors; ~~asset-based~~Appointment ~~revolving~~of ~~credit~~Certain ~~facility,~~Officers; ~~with~~Compensatory aArrangements ~~sublimit for letters~~ of ~~credit~~Certain ~~(as amended, the “Revolving Facility”)~~Officers.

On ~~October~~July 1721, ~~2013~~2014, ~~the~~James Terry, ~~Borrowers~~age ~~entered into~~60, was appointed Chief Executive Officer of Integrated Drilling Equipment Holdings Corp., a Delaware corporation (the “Company”) ~~Second~~and ~~Amendment~~a tomember of the ~~Term~~Company’s ~~Facility~~Board ~~and~~of Directors. On July 22, 2014, the ~~Second~~Company ~~Amendment~~issued a press release announcing such appointment. Prior to his appointment, from January 23, 2006 until his anticipated resignation takes effect on August 15, 2014, James Terry served as the ~~Revolving~~CEO ~~Facility~~and toPresident, ~~among~~and ~~other~~was ~~things~~a member of the board of directors of, Particle Drilling Technologies (1“PDT”). ~~amend the~~PDT ~~maturity~~is ~~date~~a manufacturer of innovative well drilling bits and surface equipment used in drilling hard rock formations. This technology allows the ~~Term~~well ~~Facility~~driller ~~from~~to ~~December~~cut 14through hard rock formations up to 6X faster than conventional drill bits. Prior to PDT, ~~2016~~Mr. Terry served as a consultant to the oil and gas drilling services industry from September ~~30,~~2005 ~~2014~~to January 2006, and was the ~~maturity~~Vice ~~date~~President of ~~the~~Drilling ~~Revolving~~Services ~~Facility from~~at ~~June~~Weatherford ~~30,~~International ~~2016~~from January 2003 to ~~March~~September ~~31,~~2005. Weatherford ~~2014,~~International ~~(2)~~is ~~delete~~one ~~(a)~~of the ~~net~~largest ~~worth~~global ~~financial~~providers ~~covenant~~of innovative mechanical solutions, ~~(b)~~technology and services for the ~~fixed~~drilling ~~charge~~and ~~coverage~~production ~~ratio~~sectors of the oil and gas industry. At Weatherford, Mr. Terry led the effort to consolidate, develop ~~(c)~~and improve the ~~total~~performance ~~leverage~~of ~~ratio~~well construction products and ~~(3)~~services ~~amend~~by ~~(a)~~strategically ~~the~~aligning ~~minimum~~synergistic ~~EBITDA~~product lines in order to improve both their financial ~~covenant~~and operational performance. His duties at Weatherford included responsibility for all phases of new product and ~~(b)~~service ~~the~~development ~~capital~~from ~~expenditures~~inception ~~financial~~through commercialization, which in some cases included securing project funding ~~covenant~~from customers.

InFrom ~~connection~~March ~~with~~1994 ~~the amendments~~until ~~described~~January ~~above~~2003, ~~the~~Mr. ~~Borrowers~~Terry ~~are~~was ~~required~~employed toby ~~(1)~~Halliburton ~~implement~~Company, ~~and~~the ~~comply~~last ~~with~~three aof ~~cost~~those ~~reduction~~years ~~plan~~as ~~and~~Director—Advanced ~~(2)~~Well ~~obtain (a)~~Construction ~~purchase~~Systems ~~orders~~where orhe ~~contracts~~was ~~with~~the alead ~~value~~inventor of ~~not~~a ~~less~~step ~~than~~change ~~$28.0~~advanced ~~million~~well ~~for~~construction ~~the~~system. ~~design,~~Prior ~~manufacture~~to orjoining ~~servicing~~Halliburton byin ~~the~~March ~~Borrowers~~1994, ofMr. ~~one~~Terry orserved ~~more~~as ~~drilling~~Regional ~~rigs~~Vice byPresident ~~October~~for ~~31,~~Smith ~~2013~~International orin ~~(b) at least $1~~Singapore.0 ~~million~~He inwas ~~proceeds~~responsible ~~from~~for ~~the~~all ~~issuance~~ of Smith’s ~~preferred~~activities ~~stock~~in of the ~~Company~~Asia byPacific, ~~November~~Middle ~~14,~~East ~~2013.~~and AnEast ~~event~~Africa ofregions. ~~default~~Mr. ~~will~~Terry ~~occur~~began ~~under~~his ~~both~~career ~~the~~at ~~Term~~Eastman ~~Facility~~Whipstock, ~~and~~which was ~~Revolving~~acquired ~~Facility~~by ifBaker ~~the~~Hughes ~~Company~~in is1990. ~~unable~~Following toBaker ~~satisfy~~Hughes’ ~~one~~acquisition of ~~these~~Eastman ~~requirements~~Whipstock in 1990, Mr. AsTerry ofjoined ~~October~~Smith International. ~~23,~~Mr. ~~2013,~~Terry ~~the~~resides ~~Company~~in ~~has implemented~~Houston, Texas and isholds a BA in ~~compliance~~Business ~~with~~from San Francisco State University. He is a member of the ~~cost~~Society ~~reduction~~of ~~plan~~Petroleum ~~and~~Engineers, ~~has~~the ~~obtained~~Independent ~~purchase~~Petroleum ~~orders~~Association orof ~~contracts~~America, ~~valued~~the atAmerican ~~$15.0 million~~Association ~~that~~of ~~count~~Drilling ~~towards~~Engineers and the ~~$28.0~~International ~~million~~Association ~~requirement~~of Drilling Contractors.

~~Item~~Mr. 9Terry was appointed a member of the Company’s Board of Directors (the “Board”) in accordance with the requirements of the Amended and Restated Voting Agreement, dated April 7, 2014, among the Company, Empeiria Investors, LLC, Stephen D.01 ~~Financial~~Cope, ~~Statements~~and the other parties listed on the signature pages thereto. Given Mr. Terry’s extensive background in the drilling industry, the Board believes Mr. Terry brings a wealth of knowledge and ~~Exhibits~~a genuine understanding of the industry to the Board. His past experience with both product development and aligning product offerings to improve financial performance will be useful. As a CEO of the Company he will bring to the Board a unique understanding of the Company’s operations.

~~(d)~~- ~~Exhibits.~~2 -

Exhibit Number		Description
10.1		Second Amendment to Term Loan and Security Agreement between Integrated Drilling Equipment Holdings Corp., Integrated Drilling Equipment, LLC, and Integrated Drilling Equipment Company Holdings, LLC, and Elm Park Capital Management, LLC. as agent for the lenders, dated October 17, 2013.
10.2		Second Amendment to Amended and Restated Revolving Credit and Security Agreement between Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.), Integrated Drilling Equipment, LLC and Integrated Drilling Equipment Holdings, LLC. and PNC Bank, National Association as agent for the lenders, dated October 17, 2013.

In connection with Mr. Terry’s appointment as Chief Executive Officer, the Company entered into an Employment Agreement with Mr. Terry on July 18, 2014 (to be effective July 21, 2014) (the “Employment Agreement”). The Employment Agreement provides for an initial term of three years, with automatic one year renewals at the end of the initial three year term unless either party has given notice of nonrenewal at least 30 days prior to the expiration of the initial term or any renewal term. Pursuant to the Employment Agreement Mr. Terry will receive an annual base salary of $360,000 which may be reviewed annually, but not decreased, except in the event of a reduction in salaries of Company executives generally. In addition, Mr. Terry is entitled to a guaranteed bonus for 2014 in the amount of $65,000. Beginning with the 2015 calendar year, Mr. Terry will be eligible to receive an annual cash incentive bonus. His target annual bonus is equal to 50% of his base salary subject to the achievement of certain performance objectives. In addition, Mr. Terry may be eligible to receive a supplemental cash bonus in an amount up to 50% of his base salary upon the achievement of a higher set of performance objectives. Subject to the board of directors’ approval, the Employment Agreement provides that Mr. Terry is eligible to be awarded an option to purchase 250,000 shares of the Company’s common stock.

~~SIGNATURES~~The Employment Agreement provides that in the event Mr. Terry’s employment is terminated Without Cause by the Company or by Mr. Terry for Good Reason (as such terms are defined in the Employment Agreement) then in addition to his right to accrued compensation and benefits through the date of termination, Mr. Terry will be entitled to receive in cash (i) an amount equal to his then current annual base salary, payable within 10 days following his termination date, (ii) an amount equal to his target bonus, payable on the 60th day following the date of his termination, and (iii) an amount equal to twelve times the Company’s portion of the monthly cost of maintaining health benefits for Mr. Terry and his spouse and dependents. In addition to the foregoing cash payments, in the event Mr. Terry’s employment is terminated by the Company Without Cause or by Mr. Terry for Good Reason, on the 60th day following the date of his termination of employment all of Mr. Terry’s outstanding time-vested equity awards will fully vets and become non-forfeitable.

~~Pursuant~~The toEmployment ~~the~~Agreement also ~~requirements~~contains ofcustomary ~~the~~confidentiality ~~Securities~~provisions and Mr. Terry agrees that during his employment term and for one year thereafter ~~Exchange~~he ~~Act~~will ofnot ~~1934,~~compete with the ~~registrant~~Company ~~has~~nor ~~duly~~hire ~~caused~~or ~~this~~attempt ~~report~~ to behire ~~signed~~any onemployees ~~its~~of ~~behalf~~the byCompany or solicit or attempt to induce any suppliers or customers of the ~~undersigned~~Company ~~hereunto~~to ~~duly~~terminate ~~authorized~~or modify their relationship with the Company.

Date: October 23, 2013	Integrated Drilling Equipment Holdings Corp.
	By:	/s/ N. Michael Dion
		Name: N. Michael Dion
		Title: Chief Financial Officer

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated into this Item 5.02 by reference.

~~INDEX~~Item TO7.01 ~~EXHIBITS~~Regulation FD Disclosure.

Exhibit Number		Description
10.1		Second Amendment to Term Loan and Security Agreement between Integrated Drilling Equipment Holdings Corp., Integrated Drilling Equipment, LLC, and Integrated Drilling Equipment Company Holdings, LLC, and Elm Park Capital Management, LLC. as agent for the lenders, dated October 17, 2013.
10.2		Second Amendment to Amended and Restated Revolving Credit and Security Agreement between Integrated Drilling Equipment Holdings Corp. (formerly Empeiria Acquisition Corp.), Integrated Drilling Equipment, LLC and Integrated Drilling Equipment Holdings, LLC. and PNC Bank, National Association as agent for the lenders, dated October 17, 2013.

On July 22, 2014, the Company issued a press release announcing that effective immediately James Terry, age 60, had been appointed Chief Executive Officer of the Company and a member of the Company’s Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated into this Item 7.01 by reference.

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Item 9.01 Financial Statements and Exhibits.

Sub Item (d): Exhibits.

The following exhibits are provided herewith:

Exhibit Number		Description

10.1		Employment Agreement, dated as of July 18, 2014, between Integrated Drilling Equipment Holdings Corp. and James Terry.

99.1		Press Release of Integrated Drilling Equipment Holdings Corp. issued July 22, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2014	Integrated Drilling Equipment Holdings Corp.

	By:	/s/ Michael Dion
		Name: Michael Dion
		Title: Chief Financial Officer

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