HOUSTON, May 9, 2014 (GLOBE NEWSWIRE) -- Oil States International, Inc. ("Oil States" or the "Company") (NYSE:OIS) announced today that it has commenced cash tender offers (the "Tender Offers") for any and all of the outstanding $600.0 million aggregate principal amount of its 6.50% Senior Notes due 2019 (CUSIP No. 678026 AD7) (the "2019 Notes") and $366.0 million aggregate principal amount of its 5.125% Senior Notes due 2023 (CUSIP No. 678026 AF2) (the "2023 Notes," and together with the 2019 Notes, the "Notes") and solicitations of consents (the "Consent Solicitations") to certain proposed amendments to the respective indentures governing the Notes (the "Indentures").
Each Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on June 6, 2014, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Expiration Time"). Holders who validly tender their Notes and provide their consents to the amendments to the Indentures before 5:00 p.m., New York City time, on May 22, 2014, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Consent Expiration") will be eligible to receive the Total Consideration (as defined below). Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (defined below).
The "Total Consideration" is $1,050.88 for each $1,000 principal amount of the 2019 Notes and $1,146.98 for each $1,000 principal amount of the 2023 Notes, in each case, validly tendered and not validly withdrawn prior to the Consent Expiration. The "Tender Offer Consideration" for each $1,000 principal amount of Notes is $1,020.88 for the 2019 Notes and $1,116.98 for the 2023 Notes, in each case, validly tendered and not validly withdrawn after the Consent Expiration and prior to the Expiration Time. The Tender Offer Consideration is the Total Consideration minus the consent payment of $30.00 per $1,000 principal amount of Notes tendered and accepted by the Company for purchase in the Tender Offers. Holders tendering after the Consent Expiration will be eligible to receive only the Tender Offer Consideration. Holders whose Notes are purchased in the Tender Offers will also receive accrued and unpaid interest from the most recent interest payment date on their series of Notes up to, but not including, the applicable settlement date. Holders who validly tender their Notes before the Consent Expiration will be eligible to receive payment on the initial settlement date, which will be the business day selected by the Company promptly following both the Consent Expiration and the satisfaction or waiver of the conditions to consummation of the Tender Offers and related Consent Solicitations. Assuming the Tender Offers are not extended, the initial settlement date is expected to be May 29, 2014. Holders tendering after the Consent Expiration and prior to the Expiration Time will be eligible to receive payment on the final settlement date, which will be promptly after the Expiration Time, and is expected to be the business day following the Expiration Time.
In connection with the Tender Offers, Oil States is soliciting consents to certain proposed amendments to eliminate substantially all of the restrictive covenants and certain events of default in the respective Indentures. Oil States is offering to make a consent payment (which is included in the Total Consideration described above) of $30.00 per $1,000 principal amount of Notes to holders who validly tender their Notes and deliver their consents prior to the Consent Expiration. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. No consent payments will be made in respect of Notes tendered after the Consent Expiration.
Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on May 22, 2014 (the "Withdrawal Time"), but generally not afterwards. Any extension, delay, termination or amendment of the Tender Offers will be followed as promptly as practicable by a public announcement thereof.
The Tender Offers are subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments of the Indentures from holders of a majority in principal amount of the outstanding Notes, (2) execution of supplemental indentures effecting the amendments, (3) receipt by the Company of a dividend from its subsidiary, Civeo Corporation, in connection with the previously announced contemplated spin-off of its accommodations business that results in net proceeds that, together with borrowings under the Company's new revolving credit facility effective as of the spin-off date, would be sufficient to fund the tenders and (4) certain other customary conditions.
The complete terms and conditions of the Tender Offers and Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement dated May 9, 2014, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offers and Consent Solicitations, at (800) 431-9633 (US toll-free) or, for banks and brokers, (212) 269-5550.
Oil States has engaged Scotia Capital (USA) Inc. to act as the exclusive dealer manager and solicitation agent in connection with the Tender Offers and Consent Solicitations. Questions regarding the terms of the Tender Offers and Consent Solicitations may be directed to Scotia Capital (USA) Inc., at (800) 372-3930 (US toll-free).
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Tender Offers and Consent Solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement dated May 9, 2014.
About Oil States
Oil States International, Inc. is a diversified oilfield services company and is a leading, integrated provider of remote site accommodations with prominent market positions in the Canadian oil sands and the Australian natural resource regions. Oil States is also a leading manufacturer of products for deepwater production facilities and subsea pipelines as well as a provider of completion services and land drilling services to the oil and gas industry. Oil States is publicly traded on the New York Stock Exchange under the symbol OIS.
For more information on the Company, please visit Oil States's website at http://www.oilstatesintl.com.
Forward Looking Statements
The foregoing contains forward-looking statements. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on then current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the oilfield service industry and other factors discussed in the "Business" and "Risk Factors" sections of the Form 10-K for the year ended December 31, 2013 filed by Oil States with the Securities and Exchange Commission (the "SEC") on February 25, 2014 and the "Risk Factors" section of the amended Form 10 filed by Civeo Corporation (formerly known as OIS Accommodations SpinCo Inc.) with the SEC on May 8, 2014.