Business Context and Reporting Period
Company: Oil States International, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 28, 2026
Event: Entry into a Material Definitive Agreement (Amended and Restated Credit Agreement).
Key Financial Metrics and Debt Structure
This filing details a new financing arrangement rather than reporting operational financial results (revenue, profit, or cash flow) for a specific period. Key debt metrics include:
- Total Commitments: $125.0 million.
- Facility Composition:
- $75.0 million Revolving Credit Facility (includes a $40.0 million sub-limit for letters of credit).
- $50.0 million Multi-draw Term Loan Facility.
- Availability Period: Through July 28, 2026.
- Maturity Date: January 28, 2030.
- Expansion Option: Revolving commitments may be increased by up to an additional $50.0 million.
- Interest Rates: Term SOFR plus 2.50% to 3.50%, or Base Rate plus 1.50% to 2.50% (based on leverage ratio).
- Commitment Fee: 0.375% to 0.500% per annum on unused commitments.
- Collateral: Pledge of substantially all U.S. assets and stock of certain foreign subsidiaries.
Material Changes Versus Prior Period
The Company replaced its previous Asset-based Credit Agreement (dated February 10, 2021) with a new Cash Flow Credit Agreement. This represents a structural shift from an asset-based facility to a cash flow-based facility.
Covenants, Restrictions, and Risks
The new agreement imposes specific financial maintenance covenants and operational restrictions:
- Interest Coverage Ratio: Must maintain a ratio of Consolidated EBITDA to Consolidated Interest Expense of not less than 3.00 to 1.00.
- Total Net Leverage Ratio: Must maintain a ratio of Total Net Debt to Consolidated EBITDA of no more than 2.50 to 1.00 (with a temporary exception allowing up to 3.25 to 1.00 under certain circumstances).
- Senior Secured Net Leverage Ratio: If the temporary leverage exception is used, the Company must maintain a Senior Secured Net Debt to Consolidated EBITDA ratio of no more than 2.00 to 1.00.
- Operational Restrictions: Limits on incurring additional indebtedness, granting liens, paying dividends, making distributions, disposing of assets, making investments, and engaging in mergers.
- Default Provisions: Customary provisions exist that could result in the acceleration of all outstanding amounts if triggered.
Investor Verification Checklist
- Verify the Company's current Consolidated EBITDA to ensure compliance with the 3.00:1.00 interest coverage and 2.50:1.00 leverage covenants.
- Review the full text of the Cash Flow Credit Agreement (Exhibit 10.1) for specific definitions of "Consolidated EBITDA" and "Total Net Debt."
- Assess the impact of the shift from an asset-based to a cash flow-based facility on future borrowing capacity.
- Monitor the Company's ability to meet the maturity date of January 28, 2030, given the current market environment.