Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2020, Oil States International, Inc. (the "Company") entered into an
omnibus amendment (the "Credit Agreement Amendment") amending its Amended and
Restated Credit Agreement with Wells Fargo Bank, N.A., as administrative agent
for the lenders party thereto, and the lenders and other financial institutions
from time to time party thereto. Total lender commitments under the Amended and
Restated Credit Agreement (as amended by the Credit Agreement Amendment, the
"Amended Credit Agreement") are reduced to $200 million in exchange for the
suspension of the existing financial covenants from July 1, 2020 though
March 30, 2021. The maturity date of the Amended Credit Agreement remains
January 30, 2022.
During the financial covenant suspension period, borrowing availability under
the amended revolving credit facility will be determined by a monthly borrowing
base calculated as the sum of 70% of the consolidated net book value of eligible
receivables and 20% of the consolidated net book value of eligible inventory
(the "Borrowing Base"). Calculated availability will be further limited during
the financial covenant suspension period to the lesser 85% of (i) the Borrowing
Base or (ii) $200 million.
Additionally, the Amended Credit Agreement contains customary representations,
warranties, covenants, terms and conditions for a facility of this type,
including limitations on the accumulation of U.S. cash in excess of $45 million,
incurrence of additional indebtedness and liens, the repayment of other
indebtedness, the making of investments, the payment of dividends, the
repurchase of shares of common stock and the sale of material amounts of assets.
Borrowings outstanding under the amended revolving credit facility will bear
interest at LIBOR plus a margin of 2.50% to 3.75%, or at a base rate plus a
margin of 1.50% to 2.75%, in each case based on a ratio of the Company's total
net funded debt to consolidated EBITDA. The Company must also pay a quarterly
commitment fee of 0.50%, based on unused commitments.
The foregoing description of the Amended Credit Agreement and the amended
revolving credit facility is only a summary, does not purport to be complete and
is subject to, and qualified in its entirety by reference to the Omnibus
Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On June 17, 2020, the Company issued a press release announcing the entry into
the Credit Agreement Amendment further described in Item 1.01 above. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K. The press release shall not be deemed "filed" for any purpose, including
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section. The information in this Item 7.01, including Exhibit 99.1 attached
hereto, shall not be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act regardless of any
general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
  10.1        Omnibus Amendment dated as of June 17, 2020, among the Company, Wells Fargo Bank,
            N.A., as administrative agent and the financial institutions party thereto.
  99.1        Press Release dated June 17, 2020.
104         Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses