8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 24, 2018

Oil States International, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE	1-16337	76-0476605
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
Three Allen Center 333 Clay Street, Suite 4620, Houston, Texas 77002
(Address Principal Executive Offices) (Zip Code)
(713) 652-0582 (Registrant’s telephone number, including area code)
	Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 8.01. Other Events.

In a press release issued on January 24, 2018, Oil States International, Inc. (the “Company”) announced that, subject to market conditions, the Company intends to offer convertible senior notes due 2023 (the “Notes”) in a private offering to eligible purchasers (the “Offering”). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In the offering memorandum for the Notes, the Company disclosed the following information:

● The Company has received lender commitments with respect to an amendment of its revolving credit facility (the “Amended Revolving Credit Facility”), and the Company expects to enter into the Amended Revolving Credit Facility contemporaneously with the closing of the Offering. The Amended Revolving Credit Facility would mature in January 2022 and would provide up to $350 million in borrowing capacity. The Amended Revolving Credit Facility includes a minimum interest coverage ratio, a maximum net total leverage ratio and a maximum senior secured leverage ratio, each tested at the end of each fiscal quarter. The Company has not entered into definitive agreements with respect to the Amended Revolving Credit Facility, and there can be no assurance that the Company will be able to enter into the Amended Revolving Credit Facility on the expected terms or at all.

● The Company is currently in active negotiations with respect to a potential acquisition of a business that would be complimentary to one of its existing business lines. The Company has entered into a letter of intent with the potential sellers, but has not reached agreement on definitive terms. If completed, the Company expects that the purchase price for the acquisition would be approximately $85 million, which the Company would fund with borrowings under the Amended Revolving Credit Facility. The Company can offer no assurance that it will be successful in consummating this acquisition or its timing or ultimate terms.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 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, the Company’s ability to consummate the Offering on acceptable terms or at all; the negotiation and execution of the Amended Revolving Credit Facility; the negotiation and execution of a definitive purchase agreement for the potential acquisition; and other factors discussed in the “Business” and ”Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and the subsequently filed Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated January 24, 2018, issued by Oil States International, Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Oil States International, Inc.
Date: January 24, 2018	By:	/s/ Lloyd A. Hajdik
		Lloyd A. Hajdik
		Executive Vice President, Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

January 24, 2018

Press Release

SOURCE: Oil States International, Inc.

Oil States Announces Offering of $200 Million Principal Amount of Convertible Senior Notes Due 2023

HOUSTON, January 24 – Oil States International, Inc. (NYSE:OIS) (the “Company”) announced today that it intends to offer, subject to market and other conditions, $200 million aggregate principal amount of convertible senior notes due 2023 (the “Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes will be senior, unsecured obligations of the Company, with interest payable semi-annually in arrears, and will be convertible by the holder, subject to various conditions, into cash, shares of the Company's common stock, or a combination thereof, at the Company's election.  The Company will have the option to redeem all or any portion of the Notes on or after February 15, 2021, if certain conditions (including the Company’s common stock trading above a specified level) are met, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.  The Notes are expected to mature on February 15, 2023, unless repurchased, redeemed or converted in accordance with their terms prior to such date.  The interest rate and initial conversion rate of the Notes will be determined by negotiations between the Company and the initial purchasers.

The Company expects to use the net proceeds from the sale of the Notes to repay a portion of the borrowings outstanding under the Company’s revolving credit facility, which were drawn to fund the cash portion of the purchase price in the GEODynamics, Inc. acquisition that closed on January 12, 2018.

The offer and sale of the Notes and any shares of the Company’s common stock issuable upon conversion of the Notes have not been and are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction, and the Notes and any such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offer, if at all, will be made only pursuant to Rule 144A under the Securities Act.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 therein 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, the Company’s ability to consummate the offering on acceptable terms or at all; risks associated with the general nature of the energy service industry; and other factors discussed in the "Business" and "Risk Factors" sections of the Annual Report on Form 10-K for the year ended December 31, 2016 and in subsequently filed Quarterly Reports on Form 10-Q filed by the Company with the Securities and Exchange Commission.