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): October 15, 2010
Oil States International, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16337
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76-0476605 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification |
| incorporation)
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No.) |
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| Three Allen Center, 333 Clay Street, Suite 4620 |
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| Houston, Texas
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77002 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 652-0582
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
On October 15, 2010, Oil States International, Inc. (the “Company”) and The MAC Services Group
Limited (“The MAC”), a leading provider of remote accommodations for the natural resources industry
in Australia, entered into a Scheme Implementation Deed (the “Scheme Implementation Deed”) related
to a Scheme of Arrangement (the “Scheme of Arrangement”), pursuant to which the Company will
acquire all of the ordinary shares of The MAC. Prior to entering into the Scheme Implementation
Deed, both the Company and The MAC received unanimous approval for the transaction from their
respective boards of directors.
Under the terms of the Scheme of Arrangement, each shareholder of The MAC will receive A$3.90
per share in cash, representing a premium of 16% to the closing price of A$3.35 per share on
October 14, 2010, the last trading price before announcement of the transaction. The Scheme
Implementation Deed contains customary representations, warranties, covenants and indemnification
provisions. The Company’s acquisition of The MAC is subject to certain conditions precedent,
including approvals from the shareholders of The MAC, court approval of the Scheme of Arrangement
and other regulatory approvals. There can be no assurance that these closing conditions will be
satisfied. The Company expects the transaction to close by the end of the first quarter of 2011.
In connection with the Scheme of Arrangement, a subsidiary of the Company has entered into a
Call Option Agreement (the “Option Agreement”) with Marley Holdings Pty Ltd (“Marley”), as trustee
for The Maloney Family Trust, a 52% shareholder in The MAC. Pursuant to the Option Agreement, the
Company, in certain circumstances, may exercise an option to purchase a portion of Marley’s holding
in The MAC representing 19.9% of the total issued share capital of The MAC.
The Company intends to fund the acquisition with cash on hand and borrowings available under a
new five-year, $900 million senior secured bank facility. The Company entered into a commitment
letter with Wells Fargo Bank, N.A. and its affiliates to provide this facility which, subject to
final syndication, is expected to consist of revolving credit facilities in both the United States
and Canada totaling $600 million, as well as funded term debt in both the United States and Canada
totaling $300 million. The funded term debt is repayable over the life of the term debt with a
balance due at maturity. The revolving credit facility and funded term debt are expected to have
higher interest rates consistent with current market conditions but otherwise have materially
similar terms and covenants to the Company’s existing credit facility. The commitment letter is
subject to terms and conditions typical for committed, acquisition financing.
The foregoing description of the Scheme Implementation Deed, Scheme of Arrangement and Option
Agreement is qualified in its entirety by reference to the Scheme Implementation Deed, a copy of
which is filed herewith as Exhibit 2.1, and Option Agreement, a copy of which is filed herewith as
Exhibit 10.1, each of which is incorporated herein by reference.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information included in Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 15, 2010, the Company issued a press release, which announced its expansion into
Australia pursuant to the acquisition by the Company of The MAC. The press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item
7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this
report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit