Business Context and Reporting Period
This Form 8-K Current Report was filed by Oil States International, Inc. on July 24, 2012, covering events occurring between July 24 and July 26, 2012. The filing details the unregistered sale of equity securities resulting from the conversion of outstanding debt instruments.
Key Financial Metrics
The filing does not provide standard operating metrics such as revenue, profit, cash flow, or margins. The primary financial data relates to the capital structure adjustment:
- Debt Retired: $174,990,000 aggregate principal amount of 2 3/8% Contingent Convertible Senior Notes due 2025.
- Equity Issued: 3,012,380 shares of Common Stock.
- Conversion Rate: 31.496 shares of Common Stock for each $1,000 principal amount of Convertible Notes.
Material Changes
On May 17, 2012, the Company notified holders of the redemption of all outstanding Convertible Notes. Instead of receiving cash redemption, holders elected to convert the entire $174,990,000 principal amount into Common Stock. The conversions were executed across three dates:
| Conversion Date | Principal Amount Converted | Shares Issued |
|---|---|---|
| July 24, 2012 | $52,684,000 | 899,713 |
| July 25, 2012 | $47,917,000 | 824,036 |
| July 26, 2012 | $74,389,000 | 1,288,631 |
| Total | $174,990,000 | 3,012,380 |
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or discussion of risks and contingencies. The transaction was executed under the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as the shares were exchanged with existing security holders without commission or remuneration.
Investor Verification Checklist
- Verify the impact of the 3,012,380 new shares on total outstanding share count and potential earnings per share (EPS) dilution.
- Confirm the removal of $174,990,000 in debt from the balance sheet and the associated reduction in future interest expense.
- Review the indenture terms to ensure the conversion rate of 31.496 shares per $1,000 was applied correctly.
- Check subsequent filings for any cash interest payments made up to the conversion date.