Oil States International, Inc. (NYSE:OIS) Files An 8-K Other EventsItem 8.01 Other Events
On February 22, 2018, Oil States International, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with HCperf Holdings B.V. (formerly known as GEODynamics B.V.) (the “Selling Stockholder”), and J.P. Morgan Securities LLC, as underwriter (the “Underwriter”). The Underwriting Agreement relates to a public offering by the Selling Stockholder of 5,925,050 shares of the Company’s common stock at a purchase price to the Selling Stockholder of $25.785 per share (the “Offering”). The Underwriter proposes to offer such shares from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Offering is expected to close on February 26, 2018. The Company will not receive any proceeds from the sale of shares in the Offering. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder and other customary obligations of the parties and termination provisions. to the Underwriting Agreement, the Company and the Selling Stockholder, in each case severally and not jointly, have agreed to indemnify the Underwriter against certain liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriter may be required to make because of any such liabilities. Under the Underwriting Agreement, the Company and the Selling Stockholder have also agreed, subject to certain exceptions, that they will not, among other things, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the Company’s common stock or securities convertible into or exchangeable or exercisable for any shares of its common stock, or publicly disclose the intention to make any such offer, sale, pledge or disposition or, in the case of the Company, file with the Securities and Exchange Commission a registration statement under the Securities Act relating thereto, without the prior written consent of the Underwriter for a period of 30 days from the date of the Underwriting Agreement.
The Underwriter and its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business for which they have received and would receive customary compensation.
The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
OIL STATES INTERNATIONAL, INC ExhibitEX-1.1 2 ex_105907.htm EXHIBIT 1.1 ex_105907.htm Exhibit 1.1 Execution Version OIL STATES INTERNATIONAL,…To view the full exhibit click
About Oil States International, Inc. (NYSE:OIS)
Oil States International, Inc., through its subsidiaries, is a provider of specialty products and services to oil and natural gas companies throughout the world. The Company’s segments include offshore products and well site services. It designs and manufactures a number of products for the offshore energy industry through Offshore Products segments. The well site services segment includes a range of products and services that are used to drill for, establish and maintain the flow of oil and natural gas from a well throughout its life cycle. It operates in active oil and natural gas producing regions, including onshore and offshore United States, Canada, West Africa, the North Sea, South America and Southeast and Central Asia. Its customers include national oil companies, independent oil and natural gas companies, onshore and offshore drilling companies, and other oilfield service companies. It serves over two primary markets with its drilling services business.