Business Context and Reporting Period
Company: Oil States International, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 21, 2005
Event: Entry into a material definitive agreement and creation of a direct financial obligation via a private offering of debt securities.
Key Financial Metrics
This filing reports a specific financing transaction rather than periodic operating results. Key metrics related to the transaction include:
- Debt Issuance: $125 million aggregate principal amount of 2 3/8% Contingent Convertible Senior Notes due 2025.
- Over-Allotment Option: Initial Purchaser granted an option to purchase up to an additional $50 million in Notes within 30 days of June 16, 2005.
- Closing Date: June 21, 2005.
- Interest Rate: 2.375% (2 3/8%).
- Maturity: 2025.
Note: The filing text does not provide clear values for revenue, profit, cash flow, margins, or existing liquidity positions.
Material Changes
The primary material change is the increase in long-term debt obligations resulting from the closing of the private offering. The company entered into a Purchase Agreement with RBC Capital Markets Corporation to sell the Notes. The transaction was executed under Section 4(2) of the Securities Act of 1933 and Rule 144A, meaning the Notes were not registered under the Securities Act.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the successful closing of the previously announced private offering. A press release issued on June 21, 2005, is incorporated by reference.
Risks and Contingencies:
- Registration Rights: Oil States agreed to file a shelf registration statement covering resales of the Notes and common stock issuable upon conversion.
- Legal Structure: The Notes are governed by an indenture with Wells Fargo Bank, National Association, as Trustee.
- Resale Restrictions: The securities may not be offered or sold in the United States absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the terms of the "Contingent Convertible" feature in the Indenture (Exhibit 4.5) to understand conversion triggers.
- Confirm whether the $50 million over-allotment option was exercised by the Initial Purchaser.
- Review the Press Release (Exhibit 99.1) for the stated use of proceeds from the $125 million offering.
- Check subsequent filings for the status of the shelf registration statement required for resales.