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): ~~September~~December 1831, 2014

INTEGRATED DRILLING EQUIPMENT 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 incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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 Applicable

(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 of 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 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On ~~September~~December 1814, ~~2014~~2012, Integrated Drilling Equipment Holdings Corp., a Delaware corporation (the “Company”), ~~dismissed~~Integrated ~~PricewaterhouseCoopers~~Drilling Equipment, ~~LLP~~LLC and Integrated Drilling Equipment Company Holdings, LLC (collectively with the Company, the “~~PwC~~Borrowers”) entered asinto ~~the~~a ~~Company’s~~term ~~independent~~loan ~~registered~~and ~~public~~security ~~accounting~~agreement ~~firm~~with ~~effective~~Elm ~~immediately~~Park ~~and~~Credit Opportunities Fund, L.P. and Elm Park Credit Opportunities onFund ~~September~~(Canada), 23L.P., ~~2014~~as lenders, ~~engaged~~and ~~Whitley~~Elm ~~Penn~~Park ~~LLP~~Capital ~~(“Whitley~~Management, ~~Penn”)~~LLC, toas ~~serve~~administrative agent (as ~~the~~amended ~~Company’s~~on ~~independent~~April 9, 2013, October ~~registered~~17, ~~public~~2013 ~~accounting~~and ~~firm.~~March ~~The~~31, ~~decision~~2014, tothe ~~change~~“Term ~~independent~~Loan ~~registered~~Agreement”). ~~public~~The ~~accounting~~Term ~~firms~~Loan ~~was~~Agreement ~~approved~~provides byfor ~~the~~a ~~Audit~~$20.0 million ~~Committee~~senior ofsecured ~~the~~second-lien ~~Company’s~~term ~~Board~~loan offacility ~~Directors~~(the “Term Facility”).

~~The~~On ~~reports~~December of14, ~~PwC~~2012, on the ~~consolidated~~Borrowers ~~financial~~also ~~statements~~entered ofinto ~~the~~an ~~Company~~amended asand ofrestated revolving credit and ~~for~~security agreement with PNC Bank, National Association, as administrative agent and the ~~years~~initial ~~ended~~lender ~~December~~(as 31amended on April 9, 2013, October 17, 2013 and ~~2012~~March ~~contained~~31, no2014, ~~adverse~~the “Revolving ~~opinion~~Credit orAgreement”). ~~disclaimer~~The ofRevolving ~~opinion~~Credit Agreement currently provides for a $15 million committed asset-based revolving credit facility, ~~and~~with ~~were~~a ~~not~~sublimit ~~qualified~~for orletters ~~modified~~of ascredit to(the ~~uncertainty~~“Revolving Facility” and, ~~audit~~together ~~scope~~with the Term Facility, orthe ~~accounting~~“Credit ~~principles~~Facilities”).

~~During~~Fourth ~~the~~Term ~~two~~Loan fiscal years ended December 31, 2013 and 2012, and during the subsequent interim period through September 18, 2014, (i) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in their reports on the consolidated financial statements for such years and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except that as of December 31, 2013, management's assessment of the effectiveness of the Company's internal control over financial reporting identified a material weakness in the design and operation of the Company’s internal controls over the recording and review of journal entries for validity, accuracy and completeness for substantially all significant accounts. Specifically, certain accounting personnel have the ability to prepare and post journal entries without an independent review that is designed with sufficient rigor and precision to prevent or detect an error. While this control deficiency did not result in any audit adjustments for the year ended December 31, 2013, this control deficiency could result in a misstatement of substantially all financial statement accounts that would result in a material misstatement to the annual or interim consolidated financial statements and disclosures that would be not be prevented or detected. PwC discussed this control deficiency with the Audit Committee of the Company’s Board of Directors and the Audit Committee has authorized PwC to discuss such control deficiency with Whitley Penn, the Company’s new independent registered public accounting firm, and to respond fully to any inquiries of Whitley Penn regarding such control deficiency.Amendment

~~The~~On ~~Company~~December ~~requested~~31, 2014, the Borrowers entered ~~that~~into ~~PwC~~the ~~furnish~~Fourth Amendment to Term Loan and Security Agreement and Forbearance Agreement (the ~~Company~~“Fourth ~~with~~Term aLoan ~~letter~~Amendment”) to, ~~addressed~~among other things, (1) amend the maturity date of the Term Facility from June 30, 2015 to September 30, 2015; (2) amend the capital ~~Securities~~expenditures ~~and~~covenant ~~Exchange~~to ~~Commission~~limit ~~stating~~capital ~~whether~~expenditures orto not itgreater ~~agrees with~~than (a) $2,000,000 for the ~~above~~twelve ~~statements.~~months Aended ~~copy~~December 31, of2014, ~~PwC’s~~(b) ~~letter~~$300,000 ~~dated~~for ~~September~~the 24three months ended March 31, 2014 and (c) $500,000 isfor ~~filed~~the asnine ~~Exhibit~~months ~~16.1~~ended September 30, 2015; and (3) add a new covenant requiring that with respect to ~~this~~the ~~Form~~Borrowers’ ~~8-K~~rig yard division business, for the period of 90 consecutive days ending March 31, 2015, and for each period of 90 consecutive days ending on the last day of any month ending thereafter, the Borrowers not incur operating losses in an aggregate amount exceeding $400,000 in any such 90 consecutive day period.

~~During~~In addition, the ~~two fiscal~~Fourth ~~years~~Term ~~ended~~Loan Amendment provides that during the period beginning December 31, ~~2013~~2014 and ~~2012,~~ending ~~and~~on ~~during~~the earlier of (a) the ~~subsequent~~occurrence of ~~interim~~a ~~period~~Termination ~~through~~Event ~~September~~(as 23defined in the Fourth Term Loan Amendment) or (b) 5:00 pm Dallas time on March 31, ~~2014~~2015, the ~~Company~~lenders under ~~has~~the ~~not consulted~~Term ~~with~~Facility ~~Whitley~~agree ~~Penn~~to ~~regarding~~forbear ~~either~~from commencing any Enforcement Action (i)as defined in the ~~application~~Fourth Term Loan Amendment) as a result of ~~accounting~~certain ~~principles~~Existing toDefaults a(as ~~specified~~defined ~~transaction,~~in ~~either~~the ~~completed or~~Fourth ~~proposed;~~Term Loan Amendment) or the ~~type~~Borrowers’ offailure ~~audit~~to ~~opinion~~comply with ~~that~~either ~~might~~the befixed ~~rendered~~charge oncoverage ~~the~~ratio ~~Company’s~~covenant ~~financial~~or ~~statements,~~minimum ~~and~~EBITDA ~~neither~~covenant ain ~~written report~~the ~~was~~Term ~~provided~~Loan toAgreement for the ~~Company~~quarters ended December 31, 2014 or ~~oral~~March ~~advice~~31, ~~was~~2105, ~~provided~~so ~~that~~long ~~Whitley~~as ~~Penn~~the ~~concluded~~Borrowers ~~was~~(1) anhave ~~important~~at ~~factor~~least ~~considered~~$5,000,000 byin EBITDA, measured monthly on a trailing ~~the~~twelve-month ~~Company~~basis in(with ~~reaching~~an add-back for a ~~decision~~one-time asseverance topayment ~~the~~of ~~accounting~~$2,520,120 ~~auditing~~previously ormade ~~financial~~to ~~reporting~~Stephen ~~issue~~Cope); or (ii2) ~~any~~have a ~~matter~~fixed ~~that~~charge ~~was~~coverage ~~either the~~ratio ~~subject~~ of aat ~~disagreement,~~least as1.0 ~~that~~to ~~term~~1.0, ismeasured ~~defined~~monthly inon ~~Regulation~~a Strailing twelve-Kmonth ~~304~~basis (with an add-back for a one-time severance payment of $2,520,120 previously made to Stephen Cope); (13)~~(iv)~~ ~~and~~furnish the ~~related~~agent ~~instructions~~and tolenders ~~Regulation~~with a Forbearance ~~S-K~~Compliance ~~304~~Certificate, orin aform ~~reportable~~and ~~event~~substance reasonably satisfactory to the agent and lenders, aswithin ~~that~~thirty ~~term~~days isafter ~~defined~~the inend of ~~Regulation~~each ~~S-K~~month; ~~304~~(a4) diligently pursue a financing commitment from a third party financing source, the proceeds of which will be used to repay all obligations under the Revolving Facility; and (15)~~(v)~~ deliver a weekly status report to the agent regarding the status of all actions taken to seek such financing commitment.

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In connection with the amendments and forbearance agreement described above, the Borrowers are required to continue to comply with the 2015 cost reduction plan approved by the Company’s Board of Directors.

Fourth Revolving Facility Amendment

On December 31, 2014, the Borrowers entered into the Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement and Forbearance Agreement (the “Fourth Revolving Facility Amendment”) to, among other things, (1) amend the maturity date of the Revolving Facility from December 31, 2014 to March 31, 2015; (2) amend the capital expenditures covenant to limit capital expenditures to not greater than (a) $2,000,000 for the twelve months ended December 31, 2014 and (b) $300,000 for the three months ended March 31, 2014; (3) increase the Applicable Margin for revolving advances to 5.50% (from 4.50%); (4) reduce the Letter of Credit Sublimit to $500,000 (from $2,000,000); and (5) decrease the fee applicable to the average daily face amount of each outstanding letter of credit to 3.50% (from 4.50%).

In addition, the Fourth Revolving Facility Amendment provides that during the period beginning December 31, 2014 and ending on the earlier of (a) the occurrence of a Termination Event (as defined in the Fourth Revolving Facility Amendment) or (b) 5:00 pm Houston time on March 31, 2015, the lenders under the Revolving Facility agree to forbear from commencing any Enforcement Action (as defined in the Fourth Revolving Facility Amendment) as a result of certain Existing Defaults (as defined in the Fourth Revolving Facility Amendment) or Borrowers’ failure to comply with either the fixed charge coverage ratio covenant or minimum EBITDA covenant in the Revolving Credit Agreement for the quarters ended December 31, 2014 or March 31, 2105, so long as the Borrowers (1) have at least $5,000,000 in EBITDA, measured monthly on a trailing twelve-month basis (with an add-back for a one-time severance payment of $2,520,120 previously made to Stephen Cope); (2) have a fixed charge coverage ratio of at least 1.0 to 1.0, measured monthly on a trailing twelve-month basis (with an add-back for a one-time severance payment of $2,520,120 previously made to Stephen Cope); (3) furnish the agent and lenders with a Forbearance Compliance Certificate, in form and substance reasonably satisfactory to the agent and lenders, within thirty days after the end of each month; (4) diligently pursue a financing commitment from a third party financing source, the proceeds of which will be used to repay all obligations under the Revolving Facility; and (5) deliver a weekly status report to the agent regarding the status of all actions taken to seek such financing commitment.

In connection with the amendments and forbearance agreement described above, the Borrowers (1) are required to continue to comply with the 2015 cost reduction plan approved by the Company’s Board of Directors and (2) were required to affirm and acknowledge the imposition of a $500,000 reserve against availability under the Revolving Facility (as of November 13, 2014) and the imposition of an additional reserve in the amount of $50,000 on November 17 and each week thereafter until such time as the agent may determine in its sole Credit Judgment (as defined in the Revolving Credit Agreement).

The foregoing descriptions of the Fourth Term Loan Amendment and the Fourth Revolving Facility Amendment do not purport to be complete and are qualified in their entirety by reference to the Fourth Term Loan Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and the Fourth Revolving Facility Amendment filed as Exhibit 10.2 to this Current Report on Form 8-K, respectively, each of which is incorporated into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

Sub Item (d): Exhibits.

Exhibit Number	Description

10.1	Fourth Amendment to Term Loan and Security Agreement and Forbearance Agreement, dated December 31, 2014, among Integrated Drilling Equipment Holdings Corp., Integrated Drilling Equipment, LLC, Integrated Drilling Equipment Company Holdings, LLC, the lenders party thereto, and Elm Park Capital Management, LLC as agent for the lenders.

10.2	Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement and Forbearance Agreement, dated December 31, 2014, among Integrated Drilling Equipment, LLC, Integrated Drilling Equipment Company Holdings, LLC, Integrated Drilling Equipment Holdings Corp., and PNC Bank, National Association as agent for the lenders.

The following exhibits are provided herewith:

Exhibit Number	Description
16.1	Letter from PricewaterhouseCoopers LLP, dated September 24, 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: September 24, 2014	Integrated Drilling Equipment Holdings Corp.
	By:	/s/ Michael Dion
		Name: Michael Dion
		Title: Chief Financial Officer

INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

~~-4-~~Date: January 6, 2015

By: /s/ N. Michael Dion_________________________________

Name: N. Michael Dion

Title: Chief Financial Officer

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