Business Context and Reporting Period
Company: RPC, Inc. (NYSE: RES)
Filing Type: Form 8-K (Current Report)
Date of Report: June 30, 2026
Event: Entry into a Material Definitive Agreement (Amended and Restated Credit Agreement).
Key Financial Metrics and Debt Structure
This filing details the terms of the Company's revolving credit facility rather than reporting operational financial results (revenue, profit, or cash flow) for the period.
- Total Credit Facility: Up to $100 million.
- Sub-facilities: Includes a $35 million letter of credit sub-facility and a $35 million swingline sub-facility.
- Guarantees: Fully and unconditionally guaranteed by 100% owned domestic subsidiaries holding substantially all consolidated assets.
- Covenants (if Adjusted EBITDA $\ge$ $50M):
- Maximum Consolidated Leverage Ratio: 2.50:1.00.
- Minimum Debt Service Coverage Ratio: 2.00:1.00.
- Covenants (if Adjusted EBITDA < $50M): Minimum Tangible Net Worth must be $\ge$ $400 million.
- Interest Rates:
- Term SOFR Option: Term SOFR + margin (1.25% to 2.25%) based on leverage ratio. Note: The SOFR Adjustment (10-25 bps) was removed in the amendment.
- Base Rate Option: Highest of (a) Fed Funds + 0.50%, (b) Prime Rate, (c) Term SOFR + 1.00%, or (d) 1.00%, plus a margin (0.25% to 1.25%).
- Unused Fee: Annual fee ranging from 0.20% to 0.30% based on leverage ratio.
Material Changes Versus Prior Period
On June 30, 2026, RPC entered into an Amended and Restated Credit Agreement which modified the existing facility as follows:
- Extension of Maturity: The termination date for revolving loans was extended from June 22, 2027, to June 30, 2031.
- Pricing Adjustment: The agreement removed the SOFR Adjustment (previously 10 to 25 basis points) from the pricing calculation for Term SOFR loans.
Outlook, Risks, and Contingencies
Management Commentary: The filing summarizes the material provisions of the new agreement but does not include forward-looking guidance on revenue or earnings.
Risks and Contingencies:
- Default Provisions: The agreement includes acceleration of amounts due upon the occurrence of specified events of default.
- Restrictive Covenants: The agreement imposes restrictions on indebtedness, dividend payments, and business combinations.
- Financial Thresholds: Compliance with leverage and coverage ratios is contingent on the Company's trailing four-quarter Adjusted EBITDA performance.
Investor Verification Checklist
- Verify the Company's current trailing four-quarter Adjusted EBITDA to determine which covenant regime (Leverage/Coverage vs. Tangible Net Worth) applies.
- Confirm the current outstanding balance under the $100 million facility to assess liquidity headroom.
- Review the full text of the Amended Credit Agreement (Exhibit 99.1) for specific definitions of "Adjusted EBITDA" and "Tangible Net Worth."
- Monitor the Company's leverage ratio to understand the applicable interest rate margin (1.25%–2.25% for SOFR; 0.25%–1.25% for Base Rate).