Civeo Corp Enters Definitive Agreement for Williams Industrial Services Acquisition

TL;DR

Civeo Corp locked in the deal for Williams Industrial Services Group, Inc. on Aug 8th.

AI Summary

On August 8, 2024, Civeo Corp entered into a material definitive agreement related to its previously announced acquisition of Williams Industrial Services Group, Inc. This agreement is a direct financial obligation for Civeo Corp and is a key step in the acquisition process.

Why It Matters

This filing confirms a material definitive agreement, signaling progress and commitment towards Civeo Corp's acquisition of Williams Industrial Services Group, Inc., which could significantly alter the competitive landscape.

Risk Assessment

Risk Level: medium — The filing indicates a definitive agreement for an acquisition, which carries inherent integration and financial risks.

Key Players & Entities

• Civeo Corp (company) — Registrant
• Williams Industrial Services Group, Inc. (company) — Acquisition Target
• August 8, 2024 (date) — Date of Material Definitive Agreement

FAQ

Key Financial Figures

• $245 million — l revolving credit facility capacity to $245 million from $200 million via an increase in th
• $200 million — facility capacity to $245 million from $200 million via an increase in the Canadian Senior
• $155 million — e Canadian Senior Secured Revolver from $155 million to $200 million; (iii) add Civeo USA LL

Filing Documents

• cveo-20240808.htm (8-K) — 28KB
• rbc-civeoxthirdamendmentco.htm (EX-10.1) — 1659KB
• 0001590584-24-000137.txt ( ) — 2073KB
• cveo-20240808.xsd (EX-101.SCH) — 2KB
• cveo-20240808_lab.xml (EX-101.LAB) — 23KB
• cveo-20240808_pre.xml (EX-101.PRE) — 13KB
• cveo-20240808_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 8, 2024, Civeo Corporation (the "Company") entered into an amendment and extension (the "Third Amendment") of that certain Second Amended and Restated Syndicated Facility Agreement ("the Syndicated Facility Agreement") among the Company and certain subsidiaries of the Company, as borrowers, the lenders named therein, Royal Bank of Canada, as Administrative Agent, and the other agents party thereto (collectively, the "Parties"). The Third Amendment amends the Syndicated Facility Agreement, dated as of September 8, 2021 (as amended by the First Amendment, dated March 31, 2023 and the Second Amendment, dated June 28, 2024). Pursuant to the Third Amendment, the Syndicated Facility Agreement was amended to (i) extend the maturity date of the Syndicated Facility Agreement until August 8, 2028; (ii) upsize the total revolving credit facility capacity to $245 million from $200 million via an increase in the Canadian Senior Secured Revolver from $155 million to $200 million; (iii) add Civeo USA LLC as a Borrower under the Syndicated Facility Agreement; (iv) reduce the interest rate spreads above the benchmark rates by 25 basis points; and (v) maintain the previous max net leverage ratio and max interest covenant levels. The Third Amendment includes restrictions customary for facilities of this type, including covenants that impose restrictions on the Company's ability to, among other things, borrow funds, dispose of assets, pay dividends and make certain investments. The description of the Third Amendment set forth herein is summary in nature and is qualified in its entirety by reference to the full text of documents, copies of which are attached hereto as Exhibit 10.1, and are incorporated herein by reference. The Syndicated Facility Agreement is more fully described in the Company's annual report on Form 10-K for the year ended December 31, 2023 and its most recent quarterly report on Form 10-Q. Item

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description of Document 10.1 Third Amendment to Syndicated Facility Agreement, dated as of August 8, 2024, by and among Civeo Corporation, Civeo Pty Limited, Civeo USA LLC and Civeo Management LLC, as Borrowers, the Lenders named therein, Royal Bank of Canada, as Administrative Agent, U.S. Collateral Agent, Canadian Administrative Agent, Canadian Collateral Agent and an Issuing Bank and RBC Europe Limited, as Australian Administrative Agent, Australian Collateral Agent and an Issuing Bank 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES 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. Dated: August 13, 2024 CIVEO CORPORATION By: /s/ E. Collin Gerry , Name: E. Collin Gerry Title: Senior Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR